Exhibit 10.6


 


FIRST AMENDMENT TO MILL SALE AGREEMENT


 


This First Amendment to Mill Sale Agreement is ("Mill
Amendment ") is made and entered into as of the _______ of July, 2022 by and between APPLIED MINERALS INC., a Delaware corporation,
with a mailing address of 1200 Silver City Road, PO Box 432, Eureka, Utah 84628 ("AMI"), and Brady McCasland,
Inc., ("BMI”), a Missouri corporation having its principal place of business at 16640 Chesterfield Grove Road,
Suite 170, Chesterfield, MO 63005.


 





AMI and BMI may be referred to herein collectively
as the "Parties" or individually as a "Party."


 


This Mill Amendment amends the Mill Sale Agreement, dated May 31, 2022,
entered into between the Parties. AMI and BMI agree that the Mill Sale Agreement is amended as follows:


 


		1.	The Table of Contents on page 2 is deleted and replaced with the following,



 


Table of Contents


 


	Recitals	
	 	 
	Article I    Definitions	
	 	 
	Article II   Sale and Purchase	
	 	 
	Article III   Representations and Warranties of AMI	
	 	 
	
    Article IV   BMI’s Representations and Warranties
	
	 	 
	Article V   Closing	3
	 	 
	Article VI     General Provisions	


 






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		2.	The exhibit list on page 3 is deleted and replaced with the following.



 


	Exhibit	 	Title	 	Section
	 	 	 	 	 
	1	 	Mining Operations Agreement	 	Recitals
	 	 	 	 	 
	2	 	Milling Operations Agreement	 	Recitals
	 	 	 	 	 
	3	 	Lease	 	Recitals
	 	 	 	 	 
	4	 	Buildings and Fixtures	 	Article I
	 	 	 	 	 
	5	 	Laboratory Equipment	 	Article I
	 	 	 	 	 
	6	 	Related Equipment	 	Article i
	 	 	 	 	 
	7	 	Second Amendment	 	Article I
	 	 	 	 	 
	8	 	Mining Claims 	 	Article 1
	 	 	 	 	 
	9	 	Allocation Schedule	 	2.2
	 	 	 	 	 
	10	 	Bill of Sale	 	6(c)
	 	 	 	 	 
	11	 	Settlement Agreement	 	 


 


		3.	The exhibit numbers in the Mill Sale Agreement are changed as necessary consistent with the foregoing.



 


		4.	Section 2.2 is deleted and replaced with the following.



 


Section 2.2. Purchase Price. The
total purchase price for the items listed in Section 2.1 is one Million Seven Hundred thousand Dollars ($1,700,000.00) (“Purchase
Price”). The total lease payments are $10,000 for the entire Initial Term and $1,000 for each Renewal Term. The lease payment
for the Initial Term is included in the Price, which will be deemed paid in advance as party of the Purchase Price.


 






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		4.	Article V is eliminated and Articles VI and VII and renumbered Articles V and VI respectively and the subparagraphs in renumbered
Article VI are changed consistent with the foregoing.



 


		5.	In the definition of the term “Mill” in Article 1, the words “and the easement
runs with the land” are added at the end and as a part of the sentence “The Mill also includes an easement for access,
maintenance, use, and support.” 



 


		6.	In Section 2.1, the following sentence “In connection with the sale of the Mill,
the Mill is constructively severed from the land and, the Mining Claims, on which it is located” is
amended to read “In connection with the sale of the Mill, the Mill and any fixtures are constructively severed from the land
and the Mining Claims, which are listed in Exhibit 8, on which they are located.



 


		7.	Renumbered Article V is deleted and replaced with the following



 


ARTICLE V


 


CLOSING


 


The Closing.
The Closing of this Mill Sale Agreement (the “Closing”) shall be held on a date that is agreed upon by the Parties
from time to time (“Last Date for Closing”). The date upon which the Closing actually takes place, or, if more
than one (1) day is required to complete the Closing, the dates upon which the Closing is actually accomplished, shall be deemed and considered
the “Closing Date.”


 






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The Closing shall take place in accordance
with the terms of this Mill Sale Agreement only when all of the conditions of the Closing of this Mill Sale Agreement have been satisfied
or waived.


 


If the Closing does not take place on or
before the Last Date for Closing, this Mill Sale Agreement shall terminate.


 


At the Closing, the
following shall occur or exist, each of which shall be considered a condition precedent to the other and all of which shall be considered
as taking place simultaneously, unless noted:


 


(a)       BMI
will pay AMI the amount of $1,700,000.


 


(b)       All
of the conditions of closing in the Iron Sale Agreement, the Milling Operations Agreement and the Mining Operations Agreement shall have
been satisfied.


 


(c) AMI shall deliver
to BMI a bill of sale for the Mill and Related Equipment (Exhibit 10) and this Mill Sale Agreement.


 


(d)       The
Settlement Agreement attached as Exhibit 11 shall have been executed and delivered.


 


AMI and BMI shall execute
such other documents and, further, take such other actions as are reasonably necessary and appropriate to effectuate the Closing in accordance
with this Agreement.


 


The parties specifically
agree that the conditions precedent to this Agreement and to Closing are of substantial importance to the parties and the failure and
non-waiver of any condition precedent shall be sufficient to terminate this Agreement and relieve each party of any obligation to Close.


 






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IN WITNESS WHEREOF, the Parties hereto have executed
this Agreement as of the day and year first above written.


 





	APPLIED MINERALS, INC.	 	BRADY MCCASLAND, INC.
	 	 	 	 	 
	By:	/s/ Christopher T. Carney	 	By:	 
	 	 	 	 	 
	Name:	Christopher T. Carney	 	Name:	 
	 	 	 	 	 
	Title:	President & CEO	 	Title:	 


 






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