Exhibit 10.10


 


Loan Agreement


 


This loan agreement
(“Loan Agreement”) is made by and between Applied Minerals, Inc. (“Applied”) and Overlook
Investments LLC (“Overlook”). This Loan Agreement will be effective as of the date of the later signature at
the end (“Effective Date”).


 


WHEREAS, Overlook
is willing to lend $200,000 to Applied on the terms set forth below;


 


WHEREAS, Applied
and Tintic Copper and Gold, Inc. (“Tintic”) (as successor-in-interest to Continental Mineral Claims, Inc.) entered
into that certain Exploration Agreement with Option to Purchase dated December 22, 2017 (the “Original Agreement”).
Applied and Tintic may be collectively referred to herein as the “Parties” or individually as a “Party”;


 


WHEREAS, the
Applied and Tintic are negotiating a first amendment to the Original Agreement (“First Amendment”), although
it is not certain that they will enter into the First Amendment; 


 


WHEREAS, the
Original Agreement provides for annual payments of $250,000 by Tintic to Applied to maintain exploration rights and an option to
purchase the metallic mineral rights of the Dragon Mine;


 


WHEREAS, the
Original Agreement provides for the 2019 annual payment (“2019 Annual Payment”) to be made on or before December
21, 2019 and the 2020 annual payment (“2020 Annual Payment” and together with the 2019 Annual Payment, the “Annual
Payments”) to be made on or before December 21, 2020; 


 


WHEREAS, the
draft First Amendment would provide for the 2019 payment to be made within five days after the date of the First Amendment (“Accelerated
2019 Payment”) and the 2020 annual payment to be made on or before February 15, 2020 (“Accelerated 2020 Payment”)
and together with the Accelerated 2019 Payment (the “Accelerated Payments”);


   


WHEREAS, the
Original Agreement provides that Applied may assign its rights and obligations under the Agreement by providing notice to the Tintic; 


 


WHEREAS, Applied is willing to
direct Tintic to make payment of Annual Payments or Accelerated Payments to Overlook as set forth below.


 


 1.           Loan
Terms.


 


(a)          Overlook
will lend $200,000 to Applied (“Loan”). The Loan will be unsecured and matures on the earliest of the following:


 


		(i)	Change of Control. “Change of Control” means
(A) any consolidation or merger of Applied with or into any other corporation or other entity or any other corporate reorganization
other than any such consolidation, merger or reorganization in which the stockholders of Applied immediately prior to such consolidation,
merger or reorganization continue to hold at least a majority of the voting power of the surviving entity in substantially the
same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation,
merger or reorganization, (B) any transaction or series of related transactions to which Applied is a party in which in excess
of 50% of Applied’s voting power is transferred or (C) a sale, lease, exclusive license or other disposition of all or substantially
all of the assets of Applied.



 




    	 	 	 



     


    

  


		(ii)	Applied shall (A) file a petition
under any insolvency statute, (B) make a general assignment for the benefit of its creditors, (C) commence or consent to a proceeding
for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its
property, (D) file a petition seeking reorganization or liquidation or similar relief under Title 11 of the United States Code,
as now constituted or hereafter amended, or any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization or similar debtor relief law from time to time in effect affecting the rights of creditors
generally, as amended from time to time (collectively, “Debtor Relief Law”), or any other applicable law or
statute, (E) generally fail to pay, or admits in writing its inability to pay, its debts as they become due whether at stated
maturity or otherwise or (F) takes any action to effectuate or authorize any of the foregoing;



 


		(iii)	(A) A court of competent jurisdiction
shall (1) enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of Applied (2)
shall approve a petition filed against Applied seeking reorganization, liquidation or similar relief under any Debtor Relief Law
or any other applicable law or statute, or (3) under the provisions of any Debtor Relief Law or other applicable law or statute,
assume custody or control of Applied or of the whole or any substantial part of any  of Applied’s properties,
or (B) there is commenced against Applied any proceeding or petition seeking reorganization, liquidation or similar relief under
any Debtor Relief Law or any other applicable law or statute;



 


		(iv)	Applied shall (A) file a petition
under any insolvency statute, (B) make a general assignment for the benefit of its creditors, (C) commence or consent to a proceeding
for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its
property, (D) file a petition seeking reorganization or liquidation or similar relief under Title 11 of the United States Code,
as now constituted or hereafter amended, or any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization or similar debtor relief law from time to time in effect affecting the rights of creditors
generally, as amended from time to time (collectively, “Debtor Relief Law”), or any other applicable law or
statute, (E) generally fails to pay, or admits in writing its inability to pay, its debts as they become due, whether at stated
maturity or otherwise or (F) takes any action to effectuate or authorize any of the foregoing.



 


(b)          In
exchange for the Loan, Applied agrees to pay Overlook $250,000. Such payment is to be made on maturity, except as provided in Section
1 (d) or at such time and to the extent that Applied elects to make whole or partial prepayments of the Loan. All payments directed
to Overlook will be made by wire using the instructions included in Exhibit A.


 


(c)          The
Loan shall be closed no later than the next business day after the Effective Date (“Closing”).


 


(d)          (i)
If the First Amendment does not become effective before the payment date of the 2019 Annual Payment, Applied will direct Tintic
to pay the 2019 Annual Payment and any subsequent Annual Payments to Overlook until $250,000 has been transferred to Overlook and
(ii) if the First Amendment does become effective before the payment date of the 2019 Annual Payment, Applied will direct Tintic
to pay the Accelerated 2020 Payment and any subsequent Annual Payments to Overlook until $250,000 has been transferred to Overlook;
in no case, however, shall the total amount paid to Overlook by Tintic exceed $250,000.


 


(e)          In
the event that the Original Agreement or the First Amendment is terminated and Tintic fails to make the directed payments in the
amount of $250,000 to Overlook, Applied will enter into an agreement with Overlook substantially similar to the Original Agreement,
mutatis mutandi, except that (i) The words “the tenth (10th) anniversary of the Effective Date” are replaced with “December
21, 2030” in Section 1 and Section 5; (ii) Section 2 is replaced in its entirety with the following: Payment for Exploration
License. In consideration for the Exploration License (including the Option to purchase set forth in Article II below), Overlook
will make the following payments to APML: “the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) on or before each subsequent
anniversary date of the Effective Date during the Exploration License term following the third (3rd) anniversary of the Effective
Date of this Agreement, unless the Exploration Agreement is terminated by Overlook as set forth herein. For the sake of clarity,
if the Effective Date is December 21 2019, the first such payment is to be made no later than December 21, 2022; and (iii) If the
Original Agreement is in effect at the time of termination, Section 16 shall be amended to read in its entirety as follows: Survival
of Covenants. The representations, warranties, and agreements made and set forth in this Agreement shall survive the Closing until
December 21, 2030, except that the provisions of Articles IV and V shall survive the Closing indefinitely. For the sake of clarity,
if the Original Agreement is in effect at the time of termination, the terms of the Overlook Replacement Agreement will be based
on the terms of the Original Agreement, including the terms of Sections 7, 8, 9 and 10(b). However, if the First Amendment is in
effect at the time of termination, the terms of the Overlook Replacement Agreement will be based on the terms of the First Amendment,
including the terms of Sections 7, 8, 9 and 10(b).


 




    	 	 	 



     


    

  


(f)           For
the sake of clarity, with respect to the payment of $250,000 to Overlook, Overlook is at all times an unsecured creditor of the
Company.


 


2.           Liens.
Applied covenants and agrees that, without the approval of Overlook until the earlier of the payment of $250,000 to Overlook under
this Loan, Applied shall not create, incur, assume or suffer to exist any Liens (as defined below) on any of its properties or
assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests,
whether now owned or hereafter acquired, other than:


 


(a)          Liens
existing on the date hereof and any extension, renewal or replacement (or successive extensions, renewals or replacements) of any
such Lien; provided that no such extension, renewal or replacement will extend to or cover any property other than the property
covered by such existing Lien;


 


(b)          Liens
on property existing at the time Applied acquires such property; provided that such Liens do not extend to or cover any of Applied’s
property other than the property so acquired;


 


(c)          Liens
on property existing at the time Applied acquires such property; provided that such Liens do not extend to or cover any of the
Issuer’s property other than the property so acquired;


 


(d)          Liens
on any property of a corporation or other entity existing at the time such corporation or entity becomes the Issuer’s Subsidiary
or is merged into or consolidated with Applied or at the time of a sale, lease or other disposition of the properties of such corporation
or entity as an entirety or substantially as an entirety to Applied ; provided that such Liens do not extend to or cover any of
Applied’s property other than the property of such corporation or other entity;


 




    	 	 	 



     


    

  


(e)          Purchase
money Liens upon or in any real or personal property (including fixtures or other equipment) Applied holds or has acquired to secure
the purchase price of such property or to secure indebtedness incurred solely to finance or refinance the acquisition or improvement
of such property; provided that (i) such security interest secures indebtedness (ii) such security interest are incurred, and such
indebtedness secured thereby is created, within 180 days after completion of such acquisition or improvement, (iii) such Indebtedness
secured thereby does not exceed 150% of the cost of such property or improvements at the time of such acquisition or construction
and (iv) such Lien will not extend to or cover any property other than the property being acquired or improved;


 


(f)           (x)
Liens for taxes not yet due, and (y) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s
or other like Liens arising or incurred in the ordinary course of business which (A) are not delinquent for more than one hundred
eighty (180) days or remain payable without penalty, (B) are being contested in good faith and by appropriate proceedings diligently
prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which
adequate reserves in accordance with GAAP are being maintained, (C) the obligations secured by such Liens do not exceed $3,000,000
in the aggregate; or


 


(g)          Liens
upon or in any real or personal property (including fixtures or other equipment) securing indebtedness; provided that (A) such
indebtedness secured thereby does not exceed 150% of the cost of such property at the time of the purchase of such property in
connection with such vendor financing and (B) such Lien will not extend to or cover any property other than the property being
purchased in connection with such vendor financing; or


 


(h)          Liens
consisting of pledges or deposits required in the ordinary course of business to secure the performance of statutory obligations,
surety, stay, customs and appeals bonds, bids leases governmental contract, and other similar obligations (exclusive of obligations
for payment of borrowed money).


 


3.           Indemnification.
Each Party (in such capacity, the “Indemnifying Party”) will indemnify and hold the other Party and its Affiliates
and its and its Affiliates’ shareholders, members, partners, directors, officers, employees, agents, representatives, successors
and assigns (and any other person or entity with a functionally equivalent role of a person or entity holding such titles notwithstanding
a lack of such title or any other title) (collectively, in such capacity, the “Indemnified Parties”) harmless from
any and all claims, awards, losses, damages, interest, liabilities, obligations, payments, deficiencies, judgments, contingencies,
penalties, diminution of value and costs and expenses (including court costs and reasonable attorneys’ fees and out-of-pocket
expenses incurred in connection with investigating, preparing or defending the foregoing) (collectively, “Losses”)
that any such Indemnified Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Indemnifying Party in this Agreement or in any Ancillary Document or (b) any Action
instituted against any Indemnified Party by any third-party, with respect to any Transaction (unless such Action is based predominantly
upon a material breach of any Indemnified Party’s representations, warranties or covenants set forth in this Agreement or
any material violations by any Indemnified Party of state or federal securities laws or any Indemnified Party’s conduct that
constitutes fraud, gross negligence, willful misconduct or malfeasance).


 




    	 	 	 



     


    

  


4.           Fees
and Expenses. Each Party shall bear its own costs and expenses (including legal and consulting fees) in connection with this Agreement
and the negotiation of all agreements and preparation of documents contemplated by this Agreement.


 


SIGNATURES


 


	Overlook Investments, LLC	 	Applied Minerals, Inc.
	 	 	 	 	 
	By:	        	 	By:	                
	Ali Zamani	 	Christopher T. Carney
	Its:	 	 	Its:	 
	 	 	 	 	 
	Date: November __, 2019	 	Date: November __, 2019