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Date
of Report (Date of earliest event reported)
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July
8, 2009
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ATLAS
MINING COMPANY
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||||
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(Exact
name of registrant as specified in its charter)
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Idaho
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000-31380
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82-0096527
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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110
Greene St., Suite 1101, NY, NY
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10012
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(Address
of principal executive offices)
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(Zip
Code)
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(208)
556-1181
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||||
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Issuer's
telephone number, including area code
|
||||
|
N/A
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|
(Former
name or former address, if changed since last
report.)
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Item 1.01
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Entry
into a Material Definitive Agreement
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|
On
July 2, 2009, Atlas Mining Company (the “Company”) entered into a
Settlement Agreement (“Class Action Settlement Agreement”) with the lead
plaintiffs in the class action In Re Atlas Mining Company
Securities Litigation pending in the United States District Court
for the District of Idaho, Civil Action No. 07-428-N-EJL(D. Idaho) (the
“Class Action”). Under the terms of the Class Action Settlement Agreement
the Company will pay plaintiffs $1,250,000 (which includes fees to
plaintiff’s counsel), to be funded by the proceeds of an insurance policy
issued by Navigators Insurance Co.(as provided below), in exchange for
release of all claims against Company, Nano Clay Technologies,Inc.,
William T. Jacobson, Robert Dumont, Ronald Price and Barbara Suveg (the
“Individual Defendants”). The Company will also fund up to $75,000 to fund
expenses in connection with notification to class members. The Class
Action Settlement Agreement is the settlement agreement contemplated by
the Memorandum of Understanding dated May 1, 2009 described in the 8-K
filed by the Company on May 4, 2009 (the “MOU”) and the terms of it are
consistent with the terms of such MOU.
Related
to the Class Action Settlement, effective July 8, 2009, the Company
entered into a Settlement Agreement and Release with Navigators, RSUI
Indemnity Company and RSUI Group, Alexander, Morford & Woo, Inc., and
the Individual Defendants in settlement of the lawsuits Atlas Mining Co. v. Navigators
Insurance Co. et al., No. 1:08-cv-00359-EJL (D. Idaho) and Navigators Insurance Co. v.
Atlas Mining Co., et. al., Case No. 2:08-cv-00216-EJL (D.Idaho)
(collectively, the “Insurance Litigation”). Pursuant to this agreement (i)
Navigators will deliver $1,250,000 into a court registry, which will then
be used upon final court approval of the Class Action Settlement to fund
the $1,250,000 payment to Class Action plaintiffs, (ii) Navigators will
deliver $750,000 to the Company for defense and investigative costs in
connection with the Class Action and related matters, which the Company
will use in part to pay the Individual Defendants their costs of defense
in connection with the Class Action, and (iii) all claims in the Insurance
Litigation will be released upon final court approval of the Class Action
Settlement.
Also,
related to the Class Action Settlement Agreement, on June 30, 2009, the
Company entered into a Settlement, Waiver and Release Agreement with
Robert Dumont, a former President, CEO, and director of Company (“Dumont”)
mutually releasing all claims related to Dumont’s employment by Company in
consideration of Company’s payment to Dumont of up to $258,000
for Dumont’s attorneys fees and expenses related to the Class Action (to
be funded from the insurance proceeds described above), insurance
litigation and other matters (which Company will fund with the monies it
receives from Navigators in connection with the insurance litigation
settlement described above).
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Item
8.01
|
Item
8.01
|
|
On
July 9, 2009. the Company issued a Press Release relating to the matters
described in Items 1.01. It is attached as Exhibit 99.1.
|
|
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Item
9.01
|
Financial
Statements and Exhibits
|
|
Exhibit 99.1 Press
Release issued July 9, 2009 relating to the matters described in Items
1.01.
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ATLAS
MINING COMPANY
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(Registrant)
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|||
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Date:
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July
8, 2009
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By:
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/s/
Andre Zeitoun
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Andre
Zeitoun
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Chief
Executive Officer and President
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