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Item 9A. Controls and Procedures

2023-07-18 compared with 2022-03-31 · 338 added, 939 removed, 50 unchanged (96% of the section changed)

Item 9A Controls and Procedures

Controls and Procedures

Evaluation of disclosure controls and procedures

At the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report.

As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the principal executive officer and the principal financial officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on that evaluation, the principal executive officer and the principal financial officer have concluded that our disclosure controls and procedures were not effective in ensuring that:

(i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Disclosure controls and procedures were not effective due primarily to material weaknesses in the Company’s internal control of financial reporting as discussed below.

(i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms, and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.

Internal control over financial reporting

Management’s annual report on internal control over financial reporting

The management of USAC is responsible for establishing and maintaining adequate internal control over financial reporting.

This internal control system has been designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of our published financial statements.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The management of USAC has assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.

To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As a result of our assessment, we concluded that we have material weaknesses in our internal control over financial reporting as of December 31, 2021.

These weaknesses are as follows:

Inadequate design of internal control over the preparation of the financial statements and financial reporting processes;

Inadequate monitoring of internal controls over significant accounts and processes including controls associated with domestic and Mexican subsidiary operations and the period-end financial reporting process;

The absence of proper segregation of duties within significant processes and ineffective controls over management oversight, including antifraud programs and controls.

We are aware of these material weaknesses and will develop procedures to ensure that independent review of material transactions is performed.

The chief financial officer will develop internal control measures to mitigate the inadequate documentation of controls and the monitoring of internal controls over significant accounts and processes including controls associated with the period-ending reporting processes, and to mitigate the segregation of duties within significant accounts and processes and the absence of controls over management oversight, including antifraud programs and controls.

We plan to consult with independent experts when complex transactions are entered into.

Because these material weaknesses exist, management has concluded that our internal control over financial reporting as of December 31, 2021, is ineffective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed our internal control over financial reporting as of December 31, 2022, the end of our fiscal year.

Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) .

Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on our assessment, management has concluded that our internal control over financial reporting was not effective, as of the end of the fiscal year, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles, because management identified a material weakness in the Company’s internal control over financial reporting related to the segregation of duties.

This is due primarily to the limited staff and small size of the Company, although internal controls have improved over the prior year with the addition of an additional staff member in our accounting department and a consultant for financial statement preparation, resulting in increased segregation of duties.

While the Company does adhere to internal controls and processes that were designed and implemented by an experienced Chief Financial Officer, it is difficult with a very limited staff to maintain appropriate segregation of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness.

(i) the significance of segregation of duties to the preparation of reliable financial statements;

(ii) the significance of potential misstatement that could have resulted due to the deficient controls;

and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements may not be prevented or detected.

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Management’s Remediation Initiatives

Management has evaluated, and continues to evaluate, avenues for mitigating our internal controls weaknesses, but mitigating controls to completely mitigate internal control weaknesses have been deemed to be impractical and prohibitively costly, due to the size of our organization at the current time.

Management expects to continue to use reasonable care in following and seeking improvements to effective internal control processes that have been and continue to be in use at the Company.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of controls effectiveness to future periods are subject to risks.

Management’s remediation initiatives include having retained the Company’s Chief Financial Officer.

He is well-versed in internal control environments, having implemented, documented and tested multiple control environments over 30 years and has served as a CFO in publicly-traded companies for 13 years.

The Company has also added Board members Gary C.

Evans and Tim Hasara to its audit committee, both of whom have extensive background in publicly traded companies and governance.

The Company intends to implement several initiatives related to internal controls including upgrading technology and software applications designed to enhance segregation of duties, workflow authorization and payment processing.

Further, the Company is evaluating cloud-based financial reporting applications which allow for increased collaboration, transparency and review of financial reporting and preparation of statutory reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting for the quarter ended December 31, 2021.

Item 10 Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act

Identification of directors and executive officers at December 31, 2021, is as follows:

Expiration of Term

Annual meeting

President & Director

Annual meeting

There were no changes in our internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during our most recent quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other information .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The following sets forth certain information, as of July 17, 2023, concerning our directors and executive officers.

Chief Executive Officer and Director

Chief Financial Officer

As contracted

Secretary, Controller, and Treasurer

Annual meeting

Controller, Secretary and Treasurer

Blaise Aguirre

Annual meeting

Joseph Bardswich

Annual meeting

Christopher Park

Annual meeting

Lloyd Joseph Bardswich

Lead Director

Timothy Hasara

Business Experience of Directors and Executive Officers

Lawrence –President and Director - Mr.

Lawrence has experience in applied physics, mining, refining, excavation, electricity, electronics, and building contracting.

He graduated from the University of Idaho in 1994 with a degree in physics, and worked for the Physics Department at the University of Idaho for a period of 10 years.

He has also worked as a building contractor and for USAC at the smelter and laboratory at Thompson Falls, for USAMSA in the construction and operation of the USAMSA smelter in Mexico, and for Antimonio de Mexico, S.

at the San Miguel Mine in Mexico.

Gustavsen –Chief Executive Officer - Mr.

Gustavsen –Chief Executive Officer and Director - Mr.

Gustavsen graduated from Rutgers University in 1970 with a BS in chemistry and started work for Harshaw Chemical (purchased by Amspec Chemical Corporation), a major producer of antimony trioxide.

Gustavsen took engineering courses from 1976 through 1980, and became president and treasurer of the Company in 1983.

He was to promoted CEO in 1990.

He was promoted to CEO in 1990.

Gustavsen designed a new type of production furnace for antimony trioxide that eventually produced 20 million pounds of antimony trioxide per year.

Gustavsen is conversant in Spanish, Chinese, and other languages, and travelled to many countries as part of his duties as president of Amspec Chemical Corporation.

Gustavsen came to work at United States Antimony Corporation in November of 2011.

Gustavsen joined the Company in November 2011 as one of its Vice Presidents, and in June 2020 was promoted to Chief Executive Officer.

He joined the Board in August 2022.

Stopher – Chief Financial Officer - Mr.

Stopher has served as the Company’s Chief Financial Officer since December 2021.

Stopher has 30 years of experience in accounting and finance.

Stopher is the Managing Partner of Palouse Advisory Partners, LLC, providing Chief Financial Officer (“CFO”) services to clients.

Stopher has served as the Managing Partner of Palouse Advisory Partners, LLC since January 2018, providing Chief Financial Officer (“CFO”) services to clients.

Stopher has developed strategies to implement financial management systems, internal control policies and procedures, financial reporting and modeling for numerous small-cap companies.

Stopher was appointed Chief Financial Officer of Star Gold Corp., a US-based company quoted via the OTC Markets, on October 20, 2010, and still holds such position.

Stopher is currently also CFO for Epilog Imaging Systems, Inc.

and President of National Silver-Lead Company.

Stopher has also served as CFO for Epilog Imaging Systems, Inc.

since November 2021.

Stopher was previously the CFO of Zenlabs Holdings, Inc.

from February 2020 to November 2021.

Stopher holds a Bachelor’s degree from Washington State University in Business Administration – Accounting.

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Stopher is also a Certified Financial Modeling Valuation Analyst.

Alicia Hill – Corporate Secretary/Treasurer/Controller - Ms.

Hill was hired by the Company in 2006 as an accounting assistant, and was eventually promoted to chief accountant responsible for the recording of transactions for three companies.

In 2011, she was appointed Company Controller, Secretary, and Treasurer.

Hill has guided the Company through the listing on the NYSE-MKT, in the addition of a new division in Mexico, and has been the liaison with the Company’s auditors through a progressively complicated reporting process.

Blaise Aguirre – Director - Blaise Aguirre, MD joined the Board of Directors of United States Antimony Corp.

on August 14, 2019, to replace a Director that retired for medical reasons.

Mitzi Hart – Controller, Secretary and Treasurer – Mrs.

Hart has served as our Controller, Secretary and Treasurer since February 2023.

She previously served as office manager for Kerr Inc., an open pit mine in the capacity of accountant, payroll clerk, MSHA contact, DOT contact and Controller.

She also worked with local and state government offices on submitting bids and billing.

She has experience with mining operations, including screening, crushing, trucking, etc.

The Kerr plant also included an asphalt plant, a logging company, and she was in control of dispatch, scheduling, billing and logistics of supply and delivery.

She originally replaced the U.S.

Antimony Thompson Falls Plant Manager, Marilyn Sink, in September 2021.

Blaise Aguirre – Director - Blaise Aguirre, MD joined the Board in August 2019.

He received his Medical Doctor’s degree in 1989 from the University of the Witwatersrand, Johannesburg, South Africa, and performed his residency at Boston University School of Medicine from 1991 to 1994.

He is an Assistant Professor of Psychiatry at Harvard Medical School and he is the founding Medical Director of 3East at McLean Hospital.

He has served as an Assistant Professor of Psychiatry at Harvard Medical School since 2011, and he has served as the founding Medical Director of 3East at McLean Hospital since 2007.

Aguirre is fluent in Spanish and lectures worldwide.

He was elected to the Board at Investors Capital Holdings, Ltd in 2011 and remained on the Board until it was sold to RCAP.

He was elected to the Board at Investors Capital Holdings, Ltd in 2011 and remained on the Board until it was sold to RCAP in 2013.

He sits on the boards of various privately held companies.

He developed and maintains enduring relationships with institutional money managers, venture capitalists, Angel investors and developed an expertise as a small cap stock analyst as a broker with series 7 and 63 securities licenses.

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Baitis - Director - Mr.

Baitis graduated from the University of Oregon in 1971 with a B.S.

Baitis joined the Board in 2013.

He graduated from the University of Oregon in 1971 with a B.S.

in Geology, and was awarded a Ph.

in Geology in 1976.

He has 35 years of experience as an exploration geologist in the United States, Canada, Central America, and Mexico.

He has 46 years of experience as a minerals and exploration geologist in the United States, Canada, Central America, and Mexico.

Baitis is experienced in numerous geologic environments and terrains, and has been involved in all phases of exploration, ranging from field geologist, consultant, management, and acquisition team director.

Lloyd Joseph Bardswich - Mr.

Bardswich has extensive experience in mining, mining engineering, management, drilling, metallurgy and plant design.

He is a registered professional mining engineer, can served as a QP (qualified person) regarding reporting to NI43-101 standards and has worked as a Shift Boss, Mine Safety Engineer, Mine Foreman, Mine Manager, and Mining Consultant.

Christopher Park - Christopher Park was selected by the company as an additional director effective June 23, 2021.

Park is a Chartered Professional Accountant (CPA, CGA) with several years of executive financial management experience within the mining industry which encompasses financial reporting, internal controls, taxation and treasury management with companies ranging from grassroots exploration to mine development to production.

He has held a number of positions with mining companies which include Corporate Controller and Chief Financial Officer positions.

Most recently he was Chief Financial Officer of Northern Vertex Mining Corp.

during the period the Company constructed the Moss Mine and transitioned to commercial production.

Park is currently the Chief Financial Officer for Northern Graphite Corporation, a company traded on the TSX-V (ticker symbol:

Baitis is currently self-employed as a geologist.

Baitis is personally involved in the ownership of several base and precious metal properties.

During the past 5 years Dr.

Baitis has worked with the BHLK group, a private association of 4 geologists and mining engineers focused on completing due-diligence on mineral properties targeted for acquisition.

His geologist duties include identification and due diligence on mineral properties targeted for acquisition.

Lloyd Joseph Bardswich - Director - Mr.

Bardswich joined the Board in February 2021.

He has extensive experience in mining, mining engineering, management, drilling, metallurgy and plant design.

He is a registered professional mining engineer in the State of Arizona and the Province of Ontario, and is a qualified person as described in S-K 1300.

Since July 15, 2015, he has served as President of L.J.

Bardswich Mine Consultant Inc., a Montana S corporation which provides consulting services to the mining industry.

He also presently serves as the President of Golden Vertex Corp.

the wholly owned (Arizona C Corporation) subsidiary of Elevation Gold Mining Corporation (TSXV -ELVT), from July 10, 2017.

He also served as a director of Northern Vertex Mining Corporation (TSXV-NEE) from 2010 to February 2021, when Northern Vertex Mining Corporation (TSXV -NEE) acquired Eclipse Gold Mining Corporation (EGLD - TSXV).

On September 24, 2021, Northern Vertex Mining Corporation (TSXV -NEE) changed its name to Elevation Gold Mining Corporation TSXV-ELVT.

He also presently serves as President and as a Director of Frisco Gold Corporation, an Arizona S corporation, since October 14, 2019, to the present.

Evans – Lead Director - Gary C.

Evans joined the Board in November 2022.

He has extensive experience in the public and private financial business sectors as well as entrepreneurial expertise in start-up enterprises to multi-billion dollar corporations.

Additionally, Gary C.

Evans has a history of successful dealings with investor relations and financial institutions.

This set of attributes makes Mr.

Evans a great and much needed addition to our Board.

Evans presently serves as Chairman of the Board and Chief Executive Officer of Evergreen Sustainable Enterprises, Inc.

(“EGSE”), a publicly held, sustainable energy transition and hemp company that currently trades on the OTCQB with an approximate $50 Million market capitalization, a position he has held since 2016.

EGSE has diversified through various acquisitions in the hemp industry, predominantly within the midstream sector.

Evans previously led Magnum Hunter Resources Corporation, a NYSE listed multibillion-dollar public energy company specializing in unconventional resource plays predominately in the Appalachian Basin and the Eagle Ford, from 2009 to 2016.

These corporate assets are now part of Southwestern Energy Co.

Evans was also founder and CEO of Eureka Hunter Holdings, LLC, a mid-stream gas gathering company transporting and managing up to 1 BCF of daily natural gas volumes from wells producing in West Virginia and Ohio on approximately 200 miles of newly constructed pipeline during the similar seven-year period.

Additionally, Mr.

Evans previously founded and served as the Chairman and Chief Executive Officer of Magnum Hunter Resources Inc.

(MHRI), a NYSE listed company, for twenty years before selling MHRI to Cimarex Energy for approximately $2.2 billion in June 2005.

These assets are now part of Coterra Energy, Inc.

Throughout his career, Mr.

Evans has raised various forms of capital on Wall Street that have exceeded $7 Billion.

Evans has previously served for 24 years as a Director of Novavax Inc., a NASDAQ listed (“NVAX”) clinical-stage vaccine biotechnology company (Covid-19 Vaccine) which reached a market capitalization in excess of $15 Billion during the pandemic, where he previously also served as Chairman, CEO and Lead Director.

Evans was recognized by Ernst and Young as the Southwest Area 2004 Entrepreneur of the Year for the Energy Sector and was subsequently inducted into the World Hall of Fame for Ernst & Young Entrepreneurs.

Evans was also recognized as the Energy Industry Leader of the year in 2013 and chosen by Finance Monthly in 2013 as one of the most respected CEO's.

Evans was chosen as the Best CEO in the "Large Company" category by Texas Top Producers in 2013.

He additionally won the Deal Maker of the Year Award in 2013 by Finance Monthly.

Evans serves on the Board of the Maguire Energy Institute at Southern Methodist University and now speaks on the current affairs of the hemp industry at hemp industry conferences, on radio networks, and podcasts.

For purposes of SEC compliance, Mr.

Park is considered a financial expert and is the chairman of the Company’s audit committee.

We are not aware of any involvement by our directors or executive officers during the past five years in legal proceedings that are material to an evaluation of the ability or integrity of any director or executive officer.

Board Meetings and Committees Our Board of Directors held five (5) regular meetings during the 2021 calendar year.

Each incumbent director attended all of the meetings held during the 2021 calendar year, in the aggregate, by the Board and each committee of the Board of which he was a member.

Our Board of Directors established an Audit Committee on December 10, 2011.

It consisted of two members at December 31, 2020, Jeffrey Wright, and Hart Baitis.

None of the Audit Committee members are involved in our day-to-day financial management.

Jeffrey Wright was considered a financial expert.

Jeffrey Wright resigned from the board effective January 1, 2021.

Craig Thomas resigned from the board on January 13, 2021.

The audit committee is currently comprised of Christopher Park, Hart Baitis and L.

Joseph Bardswich.

During 2011, the Board also established a Compensation Committee and a Nominating Committee.

Board Member Compensation Following is a summary of fees, cash payments, stock awards, and other reimbursements to Directors during the year ended December 31, 2021:

Directors Compensation

Name and Principal Position

paid in Stock

Total Fees, Awards and Other Compensation

Russell Lawrence, President

Hartmut, Baitis, Director

Blaise Aguirre, Director

Joseph Bardswich, Director

Christopher Park, Director

Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and the holders of 10% or more of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Evans is considered a financial expert and is the chairman of the Company’s audit committee.

Timothy Hasara - Director – Timothy Hasara joined the Board in August 2022.

He is the Founder of and has been the Managing Partner of Sinnet Capital Management since 2021, a Microcap value fund.

Prior to Sinnet Capital, Mr.

Hasara spent 27 years at Kennedy Capital Management where he managed an Institutional Microcap Fund with over $1 Billion in assets.

Additionally, Mr.

Hasara since 2021 serves as Treasurer and Executive Board member of St.

Patrick’s Center, a large not-for-profit serving the homeless in St.

Since 2013, Mr.

Hasara has also served as an investment board member for Burrough Wellcome Fund, an $800 million fund providing research grants for healthcare and science.

Hasara has a Bachelor’s Degree in Business Administration from the University of Notre Dame and a Master’s Degree in Management from John Hopkins University.

Anderson, PE – Dr.

Anderson, PE, joined the Board in May 2023.

Anderson is a Licensed Professional Chemical Engineer with over 40 years of extensive international experience in industrial operations, corporate level management, design, piloting, plant commissioning, economics, finance, consulting, due diligence, legal matters, teaching, research, development and professional service.

He shares sixteen (16) international patents with four (4) current patent applications.

He is recognized as an expert in antimony processing and production.

Prior to joining United States Antimony Corporation as a Director, he served as a Director of Golden Phoenix Minerals from about June 2006 to December 2009.

Anderson also served as a Director for BlackRock Metals from about September 2008 to January 2010 and also served for Getty Copper as a Director and its CEO from about July 2006 to June 2016.

Anderson joined the Board in May 2023.

Anderson has also held positions as the Harrison Western Professor at the Colorado School of Mines and President of Allihies Engineering, Incorporated.

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Legal Proceedings

We are not aware of any involvement by our directors or executive officers during the past ten years in legal proceedings that are material to an evaluation of the ability or integrity of any director or executive officer.

Corporate Governance

Our Board directs the management of our business and affairs and conducts its business through meetings of the Board and standing committees.

We have a standing audit committee, compensation committee and corporate governance and directors’ nominating committee.

The Board previously had an executive committee, which was dissolved on February 2, 2023.

The Board has determined that four of our seven directors, Timothy Hasara, Blaise Aguirre, Gary Evans and Corby Anderson, are “independent” within the meaning of applicable NYSE American and SEC standards for service on the Board of an NYSE American listed company.

John Gustavsen is non-independent because he is an officer our Company.

Joseph Bardswich and Hart Baitis are non-independent because they have received compensation for services in excess of normal and customary directors fees.

Audit Committee

Our audit committee consists of Gary Evans, Timothy Hasara and Blaise Aguirre.

Under the NYSE American listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent under NYSE American rules and Rule 10A-3 under the Exchange Act, which impose a higher standard of independence for Audit Committee members than for general Board service.

Our Board has affirmatively determined that Gary Evans, Timothy Hasara and Blaise Aguirre each meet the heightened standards of independence that are applicable to an Audit Committee member.

Each member of our audit committee also meets the financial literacy requirements of NYSE American listing standards.

In addition, our Board has determined that Timothy Hasara and Gary Evans qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC.

Our Board has adopted a written charter for the audit committee, which is available on our corporate website.

The information on any of our websites is deemed not to be incorporated in this Annual Report or to be part of this Annual Report.

Joseph Bardswich, who was previously a member of the Audit Committee, resigned from the Audit Committee in March 2023 following the determination that, due to his receipt of compensation for service to the Company as a consultant, he did not satisfy the heightened independence standards applicable to a member of the Audit Committee.

Compensation Committee

Our compensation committee consists of Hart Baitis (chairman), Blaise Aguirre, Gary Evans and Timothy Hasara.

Our Board has adopted a written charter for the compensation committee, which is available on our corporate website.

The information on any of our websites is deemed not to be incorporated in this Annual Report or to be part of this Annual Report.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Timothy Hasara (Chairman), Hart Baitis and Blaise Aguirre.

Our Board has adopted a written charter for the corporate governance and directors’ nominating committee, which is available on our corporate website.

The information on any of our websites is deemed not to be incorporated in this Annual Report or to be part of this Annual Report.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and the holders of 10% or more of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Officers, directors and stockholders holding more than 10% of our common stock are required by the regulation to furnish us with copies of all Section 16(a) forms they have filed.

Based solely on our review of copies of Forms 3, 4 and 5 furnished to us, Mr.

Hart Baitis and Mr.

Russell Lawrence did not file timely Forms 3, 4 or Form 5 reports during 2019 and 2018.

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Based solely on our review of copies of Forms 3, 4 and 5 filed with the SEC during or relating to 2022 and written representations provided to the Company, Mr.

Gary Evans filed a late Form 4 on December 21, 2022 for two transactions, Mr.

Gary Evans filed a late Form 4 on December 12, 2022 for three transactions, Mr.

Gary Evans filed a late Form 4 on December 9, 2022 for one transaction, Mr.

Joseph Bardswich filed a late Form 4 on September 27, 2022 for two transactions, Mr.

Joseph Bardswich filed a late Form 4 on August 29, 2022 for five transactions, Mr.

Joseph Bardswich filed a late Form 4 on August 22, 2022 for seven transactions, Mr.

Joseph Bardswich filed a late Form 4 on April 12, 2022 for one transaction, Mr.

Joseph Bardswich filed a late Form 4 on April 12, 2022 for one transaction, and Mr.

Joseph Bardswich filed a late Form 3 on April 12, 2022.

In addition, the Company has conducted a further review of Form 3 filings and determined that Russell Lawrence filed his Form 3 late in an earlier fiscal period, John Gustavsen, Kelly Stopher, Hart Baitis and Blaise Aguirre have failed to file their Form 3’s, former director Christopher Park and former officer Alicia Hill failed to file their Form 3’s, and Mitzi Hart, who became subject to Section 16 subsequent to the fiscal year end, has not yet filed her Form 3.

Transaction Date:

Number of Transactions

Joseph Bardswich

Code of Ethics

The Company has adopted a Code of Ethics that applies to the Company’s executive officers and its directors.

The Company will provide, without charge, a copy of the Code of Ethics on the written request of any person addressed to the Company at:

United States Antimony Corporation, P.O.

Box 643, Thompson Falls, MT 59873.

Item 11 Executive Compensation

The Company has adopted a Code of Ethics that applies to the Company’s directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code is available on our corporate website, at https://www.usantimony.com/governance.

We intend to disclose any amendment to, or waiver from, a provision of the code of business conduct that applies to our principal executive officer, principal financial officer or principal accounting officer on our corporate website.

The information on any of our websites is deemed not to be incorporated in this Annual Report or to be part of this Annual Report.

Executive Compensation .

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below.

We comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for our principal executive officer during the year ended December 31, 2022, the two most highly compensated executive officers other than our principal executive officer who were serving as executive officers as of December 31, 2022 and whose total compensation for 2022 exceeded $100,000, and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer as of December 31, 2022.

These officers are referred to as our named executive officers.

In 2022, our “named executive officers” and their positions were as follows:

Russell Lawrence, President;

Gustavsen, Chief Executive Officer;

Stopher, Chief Financial Officer

Alicia Schenk, Corporate Secretary/Treasurer

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Summary Compensation Table

The Securities and Exchange Commission requires the following table setting forth the compensation paid by USAC to its principal executive officer for fiscal years ended December 31, 2021 and 2020.

INSERT NEW TABLE

Compensation for all executive officers, except for the President/CEO position, is recommended to the compensation committee of the Board of Directors by the President/CEO.

The compensation committee makes the recommendation for the compensation of the President/CEO.

The compensation committee has identified a peer group of mining companies to aid in reviewing the President’s compensation recommendations for executives, and for reviewing the compensation of the President/CEO.

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our named executive officers.

Name and Principal Position

Compensation (1)

Russell Lawrence, President

Gustavsen, Chief Executive Officer

Stopher, Chief Financial Officer

Alicia Schenk, Corporate Secretary/Treasurer

For his services as a Board member, each of the President and CEO receives cash and restricted stock awards which are fully vested upon grant.

For the year ended December 31, 2022, Russell Lawrence received $12,500 in cash and $12,500 in stock as Board of Directors Fees.

Compensation for all executive officers, except for the CEO position, is recommended to the compensation committee of the Board by the CEO.

The compensation committee makes the recommendation for the compensation of the CEO.

The compensation committee has identified a peer group of mining companies to aid in reviewing the CEO’s compensation recommendations for executives, and for reviewing the compensation of the CEO.

The full Board approves the compensation amounts recommended by the compensation committee.

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The Company does not have annual performance-based salary increases, long term performance-based cash incentives, deferred compensation, retirement benefits, or disability benefits.

The President receives restricted stock awards for his services as Board members.

There were not any outstanding equity awards or plan based awards to officers or directors as of December 31, 2022.

John Lawrence, previous President and Chairman, exercised his warrants at a price of $0.25 per share for 250,000 shares on March 20, 2020.

The receipt of $62,500 from the warrants was used to reduce advances payable to Mr.

Item 12 Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding beneficial ownership of our common stock as of March 26, 2021 by (i) each person who is known by us to beneficially own more than 5% of our Series B, C, and D preferred stock or common stock;

(ii) each of our executive officers and directors;

Page 85 of 91

Director Compensation

Following is a summary of all compensation earned by or paid to directors (excluding named executive officers) during the year ended December 31, 2022

Name and Principal Position

paid in Stock

Total Fees, Awards and Other Compensation

Hartmut, Baitis, Director

Blaise Aguirre, Director

Joseph Bardswich, Director

Christopher Park, former Director

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding beneficial ownership of our common stock as of June 30, 2023 by (i) each person who is known by us to beneficially own more than 5% of our Series B and C preferred stock or common stock;

(ii) each of our named executive officers and directors;

and (iii) all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, which includes the power to dispose of or to direct the disposition of the security or the right to acquire such powers within 60 days.

In computing the number of shares of our common stock beneficially owned by a person or entity and the percentage ownership, we deem outstanding shares of our stock subject to options, warrants or other rights held by that person or entity that are currently exercisable or exercisable within 60 days of June 30, 2023.

We do not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

Unless otherwise indicated, and subject to applicable community property laws, we believe that the persons and entities named in the table have sole voting and investment power with respect to all shares of stock beneficially owned by them.

Percentages are based on a total of 107,647,317 shares of common stock, 750,000 shares of Series B Preferred Stock, and 177,904 shares of Series C Preferred Stock outstanding on June 12, 2023.

Total voting stock of 107,825,221 shares is a total of all the common stock issued, and all of the Series C Preferred Stock outstanding at June 30, 2023.

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Title of Class

Name and Address of Beneficial Owner (1)

Amount and Nature of Beneficial Ownership

Percent of all

Series B Preferred

Excel Mineral Company

Box 3800 Santa Barbara, CA 93130

Series C Preferred

Walter Maquire, Sr.

Keller, VA 23401

59 Penn Circle West Penn Plaza Apts.

Pittsburgh, PA 15206

Warren A Evans

69 Ponfret Landing Road Brooklyn, CT 06234

Edward Robinson

1007 Spruce Street, 1st floor Philadelphia, PA 19107

Series C Preferred

All Series C Preferred Shareholders as a Group

Security Ownership of Certain Beneficial Owners

Russell Lawrence

6,743,147 (3)

All owners of 5% or more of Common Stock

Security ownership of Officers and Directors

Blaise Aguirre

Joseph Bardswich

Timothy Hasara

All Directors and Officers as a Group

Common Stock and Preferred Stock w/voting rights

All Directors and Officers as a Group

All Preferred Shareholders that are officers or directors

Common and Preferred Voting Stock

Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of June 30, 2023, are deemed outstanding for computing the percentage of the person holding options or warrants but are not deemed outstanding for computing the percentage of any other person.

Percentages are based on a total of 107647,317 shares of common stock, 750,000 shares of Series B Preferred Stock and 177,904 shares of Series C Preferred Stock outstanding on June 30, 2023.

Total voting stock of 107,825,221 shares is a total of all the common stock issued, and all of the Series C Preferred Stock outstanding at June 30, 2023.

The outstanding Series C preferred shares carry voting rights equal to the same number of shares of common stock.

Russell Lawrence is executor of the estate of John Lawrence and holds voting control over the associated 465,243 common shares held by the estate.

Unless otherwise stated, each person’s address is c/o United States Antimony Corporation, P.O.

Box 643, 47 Cox Gulch, Thompson Falls, Montana 59873.

Insert new table as of 3/28/22

Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of March 28, 2021, are deemed outstanding for computing the percentage of the person holding options or warrants but are not deemed outstanding for computing the percentage of any other person.

Percentages are based on a total of 106,240,361 shares of common stock, 750,000 shares of Series B Preferred Stock, 177,904 shares of Series C Preferred Stock, and 1,692,672 shares of Series D Preferred Stock outstanding on December 31, 2021.

Total voting stock of 108,110,937 shares is a total of all the common stock issued, and all of the Series C and Series D Preferred Stock outstanding at December 31, 2021.

Includes 4,295,350 shares of common stock and no stock purchase warrants.

The outstanding Series C and Series D preferred shares carry voting rights equal to the same number of shares of common stock.

Item 13 Certain Relationships and Related Transactions

Described below are transactions during the last two years to which we are a party and in which any director, executive officer or beneficial owner of five percent (5%) or more of any class of our voting securities or relatives of our directors, executive officers or five percent (5%) beneficial owners has a direct or indirect material interest.

During the year ended December 31, 2020 and 2019, the Company awarded, but did not issue, common stock with a value of $110,000 and $134,375, respectively, to its Board of Directors as compensation for their services as directors.

In connection with the issuances, the Company recorded $110,000 and $134,375, respectively, in director compensation expense and accrued common stock payable.

During the years ended December 31, 2020 and 2019, the Company issued the Board members 295,463 and 330,183 shares, respectively, of the Company’s common stock for services provided during the previous year which was accrued at December 31, 2019 and 2018.

The Company’s previous President and Chairman, John Lawrence, rented equipment to the Company and charged the Company for lodging and meals provided to consultants, customers and other parties by an entity that Mr.

Lawrence owns.

Page 87 of 91

Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes equity compensation plans that were approved by our shareholders and equity compensation plans that were not approved by our shareholders as of December 31, 2022.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Certain Relationships and Related Transactions, and Director Independence

Described below are transactions since January 1, 2021, or any currently proposed transaction, in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years, to which we are or will be a party and in which any director, executive officer or beneficial owner of five percent (5%) or more of any class of our voting securities or any immediate family member of our directors, executive officers or five percent (5%) beneficial owners had or will have a direct or indirect material interest.

John Lawrence, the Company’s previous Chief Executive Officer and Chairman of the Board of Directors, rented equipment to the Company and charged the Company for lodging and meals provided to consultants, customers and other parties by an entity that Mr.

Lawrence owned.

The amount due to Mr.

Lawrence as of December 31, 2020 and 2019 was $171,017 and $156,974, respectively.

Lawrence as of December 31, 2020 was $171,017.

During 2021, the Company paid the full amount of $171,017 to John Lawrence’s estate for reimbursement of these expenses.

Expenses paid to Mr.

Lawrence for the years ended December 31, 2020 and 2019 were $1,533 and $9,799, respectively

During 2019, John Lawrence made advances to the Company totaling $227,200, of which $170,985 had been repaid as of December 31, 2020, leaving a note balance of $56,215.

Gustavsen, CEO, advanced the Company $10,200 during 2019, of which $10,000 had been repaid as of December 31, 2020, leaving a balance of $200.

Item 14 Principal Accountant Fees and Services

The Company’s Board of Directors and audit committee reviews and approves audit and permissible non-audit services performed by Assure CPA, LLC., as well as the fees charged by Assure CPA for such services.

In its review of non-audit service fees and its appointment of Assure CPA as the Company’s independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining Assure CPA independence.

All of the services provided and fees charged by Assure CPA in 2021 were pre-approved by the Board of Directors and its audit committee.

The aggregate fees billed by Assure CPA for professional services for the audit of the annual financial statements of the Company and the reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q for 2021 and 2020 were $125,980 and $122,500, respectively, net of expenses.

Lawrence for the year ended December 31, 2020 were $1,533.

During 2020, an advance of $56,215 due to John Lawrence was satisfied with the exercise of a warrant held by Mr.

Lawrence for 250,000 shares of common stock at an exercise price of $0.25 or $62,500.

During the year ended December 31, 2022 and 2021, the Company paid an entity owned by an officer and the chairman of the board of directors $21,730 and $24,510, respectively, for lodging and meals at the Company’s headquarters location for visiting consultants, vendors and board members.

At December 31, 2022 and December 31, 2021, the Company accrued related expenses of $11,504 and $1,846, respectively, which are included in “accrued liabilities – officers and directors” on the Company’s consolidated balance sheets.

Page 88 of 91

Principal Accountant Fees and Services

Principal Accounting Fees and Services

The aggregate fees billed by Assure CPA, LLC (“Assure CPA”) for professional services rendered to us for the years ended December 31, 2022 and 2021 are set forth in the table below.

For the Fiscal Years Ended

Audit Fees (1)

Audit-Related Fees (2)

There were no other fees billed by Assure CPA during the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the Company’s financial statements and not reported under “Audit Fees” above.

The aggregate fees billed by Assure CPA during the last two fiscal years for professional services rendered by Assure CPA for tax compliance for 2021 and 2020 were $11,500 and $12,100, respectively.

All Other Fees (4)

There were $9,965 in other fees billed by Assure CPA during 2021 and $1,123 during 2020.

Exhibits and Reports on Form 8-K

Auditor Firm ID (PCAOB 444 )

Articles of Incorporation of USAC, filed as an exhibit to USAC's Form 10-KSB for the fiscal year ended December 31, 1995 (File No.001-08675), are incorporated herein by this reference.

Amended and Restated Bylaws of USAC, filed as an exhibit to amendment No.

2 to USAC's Form SB-2 Registration Statement (Reg.

333-45508) are incorporated herein by this reference.

Articles of Correction of Restated Articles of Incorporation of USAC.

Articles of Amendment to the Articles of Incorporation of United States Antimony Corporation, filed as an exhibit to USAC's Form 10-QSB for the quarter ended September 30, 2002 (File No.

001-08675), are incorporated herein by this reference.

Key Employees 2000 Stock Plan, filed as an exhibit to USAC's Form S-8 Registration Statement filed on March 10, 2000 (File No.

333-32216) is incorporated herein by this reference.

Documents filed with USAC's Annual Report on Form 10-KSB for the year ended December 31, 1995 (File No.

001-08675), are incorporated herein by this reference:

Yellow Jacket Venture Agreement

Agreement Between Excel-Mineral USAC and Bobby C.

Letter Agreement

Columbia-Continental Lease Agreement Revision

Settlement Agreement with Excel Mineral Company

Memorandum Agreement

Termination Agreement

Amendment to Assignment of Lease (Geosearch)

Series B Stock Certificate to Excel-Mineral Company, Inc.

Division Order and Purchase and Sale Agreement

Inventory and Sales Agreement

Processing Agreement

Release and settlement agreement between Bobby C.

Hamilton and United States Antimony Corporation

Columbia-Continental Lease Agreement

Release of Judgment

Covenant Not to Execute

Warrant Agreements filed as an exhibit to USAC's Annual Report on Form 10-KSB for the year ended December 31, 1996 (File No.

001-08675), are incorporated herein by this reference

Letter from EPA, Region 10 filed as an exhibit to USAC's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997 (File No.

001-08675) is incorporated herein by this reference

Warrant Agreements filed as an exhibit to USAC's Annual Report on Form 10-KSB for the year ended December 31, 1997 (File No.

001-08675) are incorporated herein by this reference

Answer, Counterclaim and Third-Party Complaint filed as an exhibit to USAC's Quarterly Report on Forms 10-QSB for the quarter ended September 30, 1998 (File No.

001-08675) is incorporated herein by this reference

Documents filed with USAC's Annual Report on Form 10-KSB for the year ended December 31, 1998 (File No.

001-08675), are incorporated herein by this reference:

Warrant Issue-Al W.

Amendment Agreement

Documents filed with USAC's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999 (File No.

001-08675) is incorporated herein by this reference:

Warrant Issue-John C.

PVS Termination Agreement

Documents filed as an exhibit to USAC's Form 10-KSB for the year ended December 31, 1999 (File No.

001-08675) are incorporated herein by this reference:

Maguire Settlement Agreement

Warrant Issue-Carlos Tejada

Warrant Issue-Al W.

Memorandum of Understanding with Geosearch Inc.

Factoring Agreement-Systran Financial Services Company

Mortgage to John C.

Warrant Issue-Al W.

Dugan filed as an exhibit to USAC's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000 (File No.

001-08675) is incorporated herein by this reference

Agreement between United States Antimony Corporation and Thomson Kernaghan & Co., Ltd.

filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No.

001-08675) are incorporated herein by this reference

Settlement agreement and release of all claims between the Estate of Bobby C.

Hamilton and United States Antimony Corporation filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No.

001-08675) are incorporated herein by this reference.

Supply Contracts with Fortune America Trading Ltd.

filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No.

001-08675) are incorporated herein by this reference

Amended and Restated Agreements with Thomson Kernaghan & Co., Ltd, filed as an exhibit to amendment No.

3 to USAC's Form SB-2 Registration Statement (Reg.

333-45508), are incorporated herein by this reference

Purchase Order from Kohler Company, filed as an exhibit to amendment No.

4 to USAC's Form SB-2 Registration Statement (Reg.

333-45508) are incorporated herein by this reference

Documents filed as an exhibit to USAC's Form 10-QSB for the quarter ended June 30, 2002 (File No.

001-08675) are incorporated herein by this reference:

Bear River Zeolite Company Royalty Agreement, dated May 29, 2002

Grant of Production Royalty, dated June 1, 2002

Assignment of Common Stock of Bear River Zeolite Company, dated May 29, 2002

Agreement to Issue Warrants of USA, dated May 29, 2002

Secured convertible note payable - Delaware Royalty Company dated December 22, 2003*

Convertible note payable - John C.

Lawrence dated December 22, 2003*

Pledge, Assignment and Security Agreement dated December 22, 2003*

Note Purchase Agreement dated December 22, 2003*

Audit fees consist of fees billed for professional services rendered for the audit of our annual financial statements and reviews of interim financial information included in the Company’s Quarterly Reports on Form 10-Q.

Audit-related fees consist of fees that are reasonably related to the performance of the audit or review of our financial statements and are not reported as audit fees.

Tax fees consist of fees for professional services rendered for tax compliance.

[Other fees consist of fees not otherwise reported as audit fees, audit-related fees or tax fees.]

Pre-Approval Policy

Our Board and audit committee review and approve audit and permissible non-audit services performed by Assure CPA, as well as the fees charged by Assure CPA for such services.

In its review of non-audit service fees and its appointment of Assure CPA as our independent accountants, the Board considered whether the provision of such services is compatible with maintaining Assure CPA independence.

All of the services provided and fees charged by Assure CPA in 2022 were pre-approved by the Board and the audit committee.

Page 89 of 91

Exhibits and Financial Statement Schedules

The exhibits listed in (b) below are filed as part of this Annual Report on Form 10-K and incorporated herein by reference.

(b) Exhibits:

Second Restated Articles of Incorporation (incorporated by reference as Exhibit 3.1 to the Company’s current Report on Form 8-K filed with the SEC on January 15, 2021).

Second Restated Amended and Restated Bylaws (incorporated by reference to Exhibit 3.02 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2012)

Description of Company’s Securities Registered Pursuant to Section 12 of the Exchange Act

Code of Ethics

Rule 13a-14(a)/15d-14(a) Certifications

Certification of John C.

Section 1350 Certifications

Certification of John C.

CERCLA Letter from U.S.

Forest Service filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No.

001-08675) are incorporated herein by this reference and filed as an exhibit to USAC's Form 10-KSB for the year ended December 31, 1995 (File No.

1-8675) is incorporated herein by this reference

Subsidiaries of the Company

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_____________________

* Filed herewith.

Reports on Form 8-K

Other Events - October 10, 2003.

Exhibit 21.01

Subsidiaries of Registrant, as of December 31, 2020

Bear River Zeolite Company

Thompson Falls, MT 59873

Antimonio de Mexico, S.A.

Thompson Falls, MT 59873

United States Antimony, Mexico, S.A.

Thompson Falls, MT 59873

Stibnite Holding Company US Inc.

Thompson Falls, MT 59873

Antimony Mining and Milling US LLC

Thompson Falls, MT 59873

AGUA Mines, Inc

Thompson Falls, MT 59873

Mine Safety Disclosures

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.

During the year ended December 31, 2020, we had no material specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act, except as follows:

MSHA Actions for the year ended December 31, 2021

Proposed Assessments

(In dollars$)

and Health Review Commission (yes/no)

Bear River Zeolite

Form 10-K Summary

Not applicable.

Page 90 of 91

Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNITED STATES ANTIMONY CORPORATION

By /s/Russell Lawrence

March 31, 2022

Russell Lawrence, President, Director,

and Principal Executive Officer

/s/Alicia Hill

March 31, 2022

Alicia Hill, Controller and Principal Accounting Officer

July 17, 2023

Chief Executive Officer and Director

(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Russell Lawrence

March 31, 2022

Russell Lawrence, Director and President

(Principal Executive)

/s/Hart Baitis

March 31, 2022

Hart Baitis, Director

July 17, 2023

Gustavsen, Chief Executive Officer and Director

(principal executive officer)

July 17, 2023

Stopher, Chief Financial Officer

(principal financial and accounting officer)

/s/ Blaise Aguirre

March 31, 2022

July 17, 2023

Blaise Aguirre, Director

/s/ Joseph Bardswich

March 31, 2022

Joseph Bardswich, Director

/s/ Christopher Park

March 31, 2022

Christopher Park, Director

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of United States Antimony Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of United States Antimony Corporation (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, of changes in stockholders’ equity and of cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Evaluation of properties, plants, and equipment for impairment triggering events

As discussed in Note 2 to the consolidated financial statements, the Company evaluates properties, plants, and equipment (“PPE”) to identify events or changes in circumstances, referred to as triggering events, that indicate the carrying value of PPE may not be recoverable.

An impairment loss is recorded in the period in which it is determined that the carrying amount of PPE is not recoverable.

As of December 31, 2021, the carrying value of properties, plants and equipment, net was approximately $11.1 million.

We identified the evaluation of PPE for impairment triggering events as a critical audit matter.

A high degree of subjective auditor judgment was required in evaluating the Company’s assessment of current operations, financial results and historical projections, current industry and market conditions, and relevant industry data for impairment indicators.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the Company’s process of identifying and assessing potential triggering events, including the Company’s assessment of current operations, financial results and historical projections, current industry and market conditions, and relevant industry data.

We evaluated the Company’s identification and assessment of triggering events by evaluating current period operations, financial results and historical projections, including current industry and market considerations.

We compared relevant industry data used by the Company to external sources, including market index data.

We evaluated the Company’s analysis over the factors and considered whether the Company omitted any significant internal or external elements in its evaluation.

/s/ Assure CPA, LLC

Spokane, Washington

March 31, 2022

We have served as the Company’s independent auditor since 1998.

United States Antimony Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2021 and 2020

Current assets:

Cash and cash equivalents

Certificates of deposit

Accounts receivable

Inventories (Note 4)

Total current assets

Properties, plants and equipment, net

Restricted cash for reclamation bonds

IVA receivable and other assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Checks issued and payable

Accounts payable

Payable to related parties

Accrued liabilities

Notes payable to bank

Export tax assessment payable (Note 11)

Hillgrove advances payable (Note 8)

Long-term debt, current portion

Total current liabilities

Long-term debt, net of current portion

Hillgrove advances payable (Note 10)

CARES Act note payable (Note 15)

Stock payable to directors for services

Asset retirement obligations and accrued reclamation costs

Total liabilities

Commitments and contingencies (Note 13)

Stockholders' equity:

Preferred stock $0.01 par value, 10,000,000 shares authorized:

-0- shares issued and outstanding

750,000 shares issued and outstanding

(liquidation preference $952,500 and $945,000 respectively)

177,904 shares issued and outstanding

(liquidation preference $97,847 both years)

1,692,672 and 1,751,005 shares issued and outstanding

(liquidation preference $4,979,632 and $5,084,770

respectively)

Common stock, $0.01 par value, 150,000,000 shares authorized;

106,240,361 and 75,949,757 shares issued and outstanding, respectively

Additional paid-in capital

Accumulated deficit

(32,711,263 )

(32,650,794 )

Total stockholders' equity

Total liabilities and stockholders' equity

United States Antimony Corporation and Subsidiaries

Consolidated Statements of Operations

For the years ended December 31, 2021 and 2020

COST OF REVENUES

OPERATING EXPENSES:

General and administrative

Exploration expense

Salaries and benefits

Export tax assessment (Note 11)

Other operating expenses

Professional fees

Loss on disposal of assets

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE):

Interest expense

Gain on forgiveness of CARES Act Debt (Note 15)

Gain on settlement of Hillgrove Advance (Note 8)

TOTAL OTHER INCOME

Preferred dividends

Net loss available to common stockholders

$ (3,335,453 )

Net loss per share of common stock:

Basic and diluted

Weighted average shares outstanding:

Basic and diluted

The accompanying notes are an integral part of these consolidated financial statements.

United States Antimony Corporation and Subsidiaries

Consolidated Statement of Changes in Stockholders' Equity

For the years ended December 31, 2021 and 2020

Total Preferred Stock

Stockholders'

Balances, January 1, 2020

$ (29,363,990 )

Issuance of common stock upon exercise of warrants

Issuance of common stock to Directors

Issuance of common stock and warrants for cash

Common stock issuance costs

Balances, December 31, 2020

$ (32,650,794 )

Issuance for common stock for cash (Note 9)

Issuance of common stock to Directors (Note 9)

Common stock issuance costs (Note 9)

Common stock issued upon exercise of warrants (Note 9)

Conversion of preferred shares to common shares (Note 9)

Series D preferred dividend paid in common shares (Note 9)

Balances, December 31, 2021

$ (32,711,263 )

The accompanying notes are an integral part of these consolidated financial statements.

United States Antimony Corporation and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and 2020

Cash Flows From Operating Activities:

$ (3,286,804 )

Adjustments to reconcile net loss to net cash

used by operating activities:

Depreciation and amortization

Loss on mineral properties

Accretion of asset retirement obligation

Common stock payable for directors' fees

Gain on settlement of Hillgrove advance

Gain of forgiveness of Cares Act debt

Loss on disposal of assets

Other non cash items

Accounts receivable, net

IVA receivable and other assets

Accounts payable

Accrued liabilities

Export tax assessment payable

Payables to related parties

Net cash used by operating activities

Cash Flows From Investing Activities:

Proceeds from redemption of certificates of deposit

Purchase of certificate of deposit

Purchases of properties, plants and equipment

Net cash used by investing activities

Cash Flows From Financing Activities:

Change in checks issued and payable

Proceeds from issuance of common stock and warrants, net of issuance costs

Proceeds from exercise of warrants

Payments on Hillgrove advances payable

Payments on advances from related party

Proceeds from note payable-SBA

Proceeds from notes payable to bank, net of payments

Principal payments on long-term debt

Net cash provided by financing activities

NET INCREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents and restricted cash at beginning of year

Cash and cash equivalents and restricted cash at end of year

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest paid in cash

Noncash investing and financing activities:

Common stock payable issued to directors

Payable to related party satisfied with exercise of stock

purchase warrant

Building purchased with note payable

The accompanying notes are an integral part of these consolidated financial statements .

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Background of Company and Basis of Presentation

AGAU Mines, Inc., predecessor of United States Antimony Corporation (“USAC” or “the Company”), was incorporated in June 1968 as a Delaware corporation to mine gold and silver.

USAC was incorporated in Montana in January 1970 to mine and produce antimony products.

In June 1973, AGAU Mines, Inc.

was merged into USAC.

In December 1983, the Company suspended its antimony mining operations when it became possible to purchase antimony raw materials more economically from foreign sources.

The principal business of the Company has been the production and sale of antimony products.

During 2000, the Company formed a 75% owned subsidiary, Bear River Zeolite Company (“BRZ”), to mine and market zeolite and zeolite products from a mineral deposit in southeastern Idaho.

In 2001, an operating plant was constructed at the zeolite site and zeolite production and sales commenced.

During 2002, the Company acquired the remaining 25% of BRZ and continued to produce and sell zeolite products.

During 2005, the Company formed a 100% owned subsidiary, Antimonio de Mexico S.A.

(“AM”), to explore and develop potential antimony properties in Mexico.

During 2006, the Company acquired 100% ownership in United States Antimony, Mexico S.A.

(“USAMSA”), which became a wholly-owned subsidiary of the Company.

In 2018, the Company acquired 100% ownership in Stibnite Holding Company US Inc.

(previously Lanxess Holding Company US Inc.), Antimony Mining and Milling US LLC (previously Lanxess Laurel US LLC), a Delaware limited liability company and Lanxess Laurel de Mexico, S.A.

de C.V (“Lanxess Laurel Mexico”), a Mexico corporation, both of which became a wholly-owned subsidiary of the Company.

COVID-19 Coronavirus Pandemic Response and Impact

Following the outbreak of the COVID-19 coronavirus global pandemic (“COVID-19”) in early 2020, in March 2020 the U.S.

Centers for Disease Control issued guidelines to mitigate the spread and health consequences of COVID-19.

The Company implemented changes to its operations and business practices to follow the guidelines and minimize physical interaction, including using technology to allow employees to work from home when possible and altering production procedures and schedules, asset maintenance, and limiting discretionary spending.

We continue to monitor guidance from federal, state, local and foreign governments and public health authorities and may need to take additional actions based on their recommendations.

The extent of the impact of COVID-19 on our business and financial results will also depend on future developments, including the duration and spread of the outbreak and the success of the current vaccination programs, all of which are uncertain.

Summary of Significant Accounting Policies

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of its wholly-owned subsidiaries BRZ, USAMSA, AM, Stibnite Holding Company US Inc., and Antimony Mining and Milling US LLC.

All intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant and critical estimates include property, plant and equipment depreciation and potential impairment, metal content of mineral resources, accounts receivable allowance for uncollectible accounts, net realizable value of inventories, deferred income taxes, income taxes payable, environmental remediation liabilities and asset retirement obligations.

Actual results could differ from those estimates.

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Cash and Cash Equivalents

The Company considers cash in banks and investments with original maturities of three months or less when purchased to be cash equivalents.

At December 31, 2021 and 2020, restricted cash for reclamation bonds of $57,281 and $57,275 are included in cash and cash equivalents and restricted cash balances on the statements of cash flows

Restricted Cash

Restricted cash at December 31, 2021 and 2020 consists of cash held for reclamation performance bonds and is held in certificates of deposit with financial institutions.

Accounts Receivable

Accounts receivable are stated at the amount that management expects to collect from outstanding balances.

Management provides for probable uncollectible amounts through an allowance for doubtful accounts.

Changes to the allowance for doubtful accounts are based on management’s judgment, considering historical write-offs, collections and current credit conditions.

Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable.

Payments received on receivables subsequent to being written off are considered a bad debt recovery.

Inventories at December 31, 2021 and 2020 consisted of finished antimony products, antimony metal, antimony concentrates, antimony ore, and finished zeolite products, and are stated at the lower of first-in, first-out weighted average cost or estimated net realizable value.

Finished antimony products, antimony metal and finished zeolite products costs include raw materials, direct labor and processing facility overhead costs and freight allocated based on production quantity.

Stockpiled ore is carried at the lower of average cost or net realizable value.

Since the Company’s antimony inventory is a commodity with a sales value that is subject to world prices for antimony that are beyond the Company’s control, a significant change in the world market price of antimony could have a significant effect on the net realizable value of inventories.

The Company periodically reviews its inventories to identify excess and obsolete inventories and to estimate reserves for obsolete inventories as necessary to reflect inventories at net realizable value.

Translations of Foreign Currencies

All amounts in the financial statements are presented in U.S.

dollars, which is the functional currency for all of the Company’s operations.

Foreign translation gains and losses relating to Mexican subsidiaries are recognized as foreign exchange gain or loss in the consolidated statement of operations.

Properties, Plants and Equipment

Properties, plants and equipment are stated at historical cost and are depreciated using the straight-line method over estimated useful lives of two to thirty years.

Vehicles and office equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to twelve years.

Maintenance and repairs are charged to operations as incurred.

Betterments of a major nature are capitalized.

Expenditures for new property, plant, equipment, and improvements that extend the useful life or functionality of the asset are capitalized.

When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations.

The costs to obtain the legal right to explore, extract and retain at least a portion of the benefits from mineral deposits are capitalized as mineral rights in the year of acquisition.

These capitalized costs are amortized on the statement of operations using the straight-line method over the expected life of the mineral deposit when placed into production.

Mineral rights are assessed for impairment when facts and circumstances indicate that the potential for impairment exists.

Mineral rights are subject to write down in the period the property is abandoned.

Mineral properties are amortized over the estimated economic life of the mineral resource using the straight-line method, based upon estimated lives of the properties, or the units-of-production method, based upon estimated units of mineral resource.

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Impairment of Long-lived Assets

Management reviews and evaluates the net carrying value of its long-lived assets for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts may not be recoverable.

A test for recoverability is performed based on the estimated undiscounted future cash flows that will be generated from operations at each property and the estimated salvage value of asset.

Although management has made what it believes to be a reasonable estimate of factors based on current conditions and information, assumptions underlying future cash flows, which includes the estimated value of assets, are subject to significant risks and uncertainties.

Estimates of undiscounted future cash flows are dependent upon, among other factors, estimates of:

(i) product and metals to be recovered from identified mineralization and other resources (ii) future production and capital costs, (iii) estimated

selling prices (considering current, historical, and future prices) over the estimated remaining life of the asset and (iv) market values of property, if appropriate.

It is possible that changes could occur in the near term that could adversely affect the estimate of future cash flows to be generated from operating properties.

If estimated undiscounted cash flows are less than the carrying value of an asset, an impairment loss is recognized for the difference between the carrying value and fair value of the asset.

Exploration and Development

The Company expenses exploration costs as such in the period they occur.

The mine development stage begins once the Company has determined an ore body can be economically developed.

Expenditures incurred during the development stage are capitalized as deferred development costs.

Costs to improve, alter, or rehabilitate primary development assets which appreciably extend the life, increase capacity, or improve the efficiency or safety of such assets are also capitalized.

The development stage ends when the production stage of reserves begins.

Deferred development costs are amortized over the estimated economic life of the mineral resource using the straight-line method, based upon estimated lives of the properties, or the units-of-production method, based upon estimated units of mineral resource.

Asset Retirement Obligations and Reclamation Costs

All of the Company’s mining operations are subject to reclamation and remediation requirements.

Minimum standards for mine reclamation have been established by various governmental agencies.

Costs are estimated based primarily upon environmental and regulatory requirements and are accrued.

The liability for reclamation is classified as current or noncurrent based on the expected timing of expenditures.

Reclamation differs from an asset retirement obligation in that no associated asset is recorded in the case of reclamation liabilities.

It is reasonably possible that because of uncertainties associated with defining the nature and extent of environmental contamination, application of laws and regulations by regulatory authorities, and changes in remediation technology, the ultimate cost of remediation and reclamation could change in the future.

The Company continually reviews its accrued liabilities for such remediation and reclamation costs as evidence becomes available indicating that its remediation and reclamation liability has changed.

The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of long-lived assets if it is probable that such costs will be incurred and they are reasonably estimable.

A corresponding asset is also recorded and depreciated over the life of the assets on a straight-line basis.

After the initial measurement of the asset retirement obligation, the liability will be adjusted to reflect changes in the estimated future cash flows underlying the obligation.

Determination of any amounts included in determination of fair value is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates, and the Company’s credit-adjusted risk-free interest rates.

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Revenue Recognition

Products consist of the following:

includes antimony oxide, sodium antimonate, antimony trisulfide, and antimony metal

includes coarse and fine zeolite crushed in various sizes

Precious Metals:

includes unrefined and refined gold and silver

For antimony and zeolite products, revenue is recognized upon the completion of the performance obligation which is met when the transaction price can be reasonably estimated and revenue is recognized generally at the time when risk is transferred.

The Company has determined the performance obligation is met and title is transferred either upon shipment from the Company’s warehouse locations or upon receipt by the customer as specified in individual sales orders.

The performance obligation is met because at that time, 1) legal title is transferred to the customer, 2) the customer has accepted the product and obtained the ability to realize all of the benefits from the product, 3) the customer has the significant risks and rewards of ownership to it, 4) it is very unlikely product will be rejected by the customer upon physical receipt, and 5) the Company has the right to payment for the product.

Shipping costs related to the sales of antimony and zeolite products are recorded to cost of sales as incurred.

For zeolite products, royalty expense due a third party by the Company is also recorded to cost of sales upon sale in accordance with terms of underlying royalty agreements.

For sales of precious metals, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control of the agreed-upon metal quantities to the customer.

Refining and shipping costs related to sales of precious metals are recorded to cost of sales as incurred.

The Company has determined that its contracts do not include a significant financing component.

Prepayments, which are not common, received from customers prior to the time that products are processed and shipped, are recorded as deferred revenue.

For antimony and zeolite sales contracts, the Company may factor certain receivables and receive final payment within 30 days of the performance obligation being met.

For antimony and zeolite receivables not factored, the Company typically receives payment within 10 days.

For precious metals sales, a provisional payment of 75% is typically received within 45 days of the date the product is delivered to the customer.

After an exchange of assays, a final payment is normally received within 90 days of product delivery.

Common Stock Issued for Consideration Other than Cash

All transactions in which goods or services are received for the issuance of shares of the Company’s common stock are accounted for based on the fair value of the common stock issued.

Income taxes are accounted for under the liability method.

Under this method, deferred income tax liabilities or assets are determined at the end of each period using the tax rate expected to be in effect when the taxes are actually paid or recovered.

A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

The Company applies generally accepted accounting principles for recognition of uncertainty in income taxes and prescribing a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return.

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Income (Loss) Per Common Share

Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including stock options, warrants to purchase the Company’s common stock, and convertible preferred stock.

For the years ended December 31, 2020 and 2020, potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share because they were anti-dilutive are as follows:

Convertible preferred stock

Total possible dilution

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, certificates of deposits, and restricted cash.

The carrying value of these instruments approximates fair value based on their contractual terms.

Fair Value Measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used.

The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall.

The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Level 1uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs.

The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.The Company has no financial assets or liabilities that are adjusted to fair value on a recurring basis.

Contingencies

In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period.

Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred and the amount of the loss can be reasonably estimated.

Legal expenses associated with the contingency are expensed as incurred.

If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2019-12 Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes.

The update contains a number of provisions intended to simplify the accounting for income taxes.

The update was adopted as of January 1, 2021, and its adoption did not have a material impact on the Company’s consolidated financial statements.

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Revenue Recognition

Sales of products for the years ended December 31, 2021 and 2020, were as follows:

Year ended December 31,

$ 4,815,524 $ 2,942,628

2,593,641 2,118,823

Precious metals

338,341 174,079

$ 7,747,506 $ 5,235,530

All precious metals sales of $338,341 were from one customer, Teck Americans, Inc.

The following is sales information by geographic area based on the location of customers for the years ended December 31, 2021 and 2020.

Year ended December 31,

United States

Sales of products to significant customers were as follows for the years ended December 31, 2021 and 2020:

For the year ended December 31,

Sales to largest customers

% of Total Revenues

Accounts receivable from the Company’s largest customers were as follows for December 31, 2021 and 2020:

Largest Accounts Receivable

% of Total Receivables

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

The major components of the Company’s inventories at December 31, 2021 and 2020 were as follows:

Antimony Oxide

Antimony Metal

Total antimony

Total inventory

At December 31, 2021 and 2020, antimony metal consisted principally of recast metal from antimony-based compounds, and metal purchased from foreign suppliers.

Antimony oxide inventory consisted of finished product oxide held at the Company’s plant.

Antimony concentrates and ore were held primarily at sites in Mexico and are essentially raw material.

At December 31, 2020, the antimony oxide and ore inventory in Mexico was valued at estimated net realizable value resulting in write-downs of $13,137.

Properties, Plants and Equipment

The major components of the Company’s properties, plants and equipment by segment at December 31, 2021 and 2020 are shown below:

Antimony Segment

Zeolite Segment

Precious Metals

Plant and equipment

Mineral rights and interests

Land and other

Accumulated depreciation

(12,110,098 )

Antimony Segment

Zeolite Segment

Precious Metals

Plant and equipment

Mineral rights and interests

Land and other

Accumulated depreciation

(11,229,218 )

United States

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

The Company’s precious metals segment includes properties, plants and equipment in both the United States and Mexico.

In the third quarter of 2020, the Company decided not to renew the lease at the Wadley Mining district in Mexico due to continuing low market price for antimony and to reduce Mexican antimony production while seeking other lower cost sources of antimony ore and concentrates.

The net carrying value of the mineral lease of $318,502 was recognized as a loss on disposal of asset during the year ended December 31, 2020.

At December 31, 2021 and 2020, the Company had $665,175 and $755,978, respectively, of assets that were not yet placed in service and have not yet been depreciated.

Asset Retirement Obligation and Accrued Reclamation Costs

Changes to the asset retirement obligation balance during 2021 and 2020 are as follows:

Asset Retirement Obligation

Balance December 31, 2019

Accretion during 2020

Balance December 31, 2020

Accretion during 2021

Balance December 31, 2021

The Company’s total asset retirement obligation and accrued reclamation costs of $298,649 and $291,719, at December 31, 2021 and 2020, respectively, include reclamation obligations for the Idaho and Montana operations of $107,500.

Long-term debt at December 31, 2021 and 2020 is as follows:

Note payable to Zeo Inc., non interest bearing,

payable in 11 quarterly installments of $8,300 with a final payment of $8,700;

maturing December 2022;

uncollateralized.

Note payable to Cat Financial Services, bearing interest at 6%;

payable in monthly installments of $778;

December 2022;

collateralized by equipment.

Note payable to Phyllis Rice, bearing interest

payable in monthly installments of $2,000;

originally maturing

collateralized by equipment.

Promissory note payable to First Security Bank of Missoula,

bearing interest at 2.25%, payable in 59 monthly installments of $1,409 with

a final payment of $152,726 maturing November 9, 2026;

collateralized by a

lien on Certificate of Deposit

$ 215,150 $ 86,426

Less current portion

(13,230 ) (52,122 )

Long-term portion

$ 201,920 $ 34,304

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

At December 31, 2021, principal payments on debt are due as follows:

12 Months Ending December 31,

Principal Payment

At December 31, 2020, the Company had a note payable to First Security Bank of Missoula for $'000 which was collateralized by a lien on a certificate of deposit.

This note was paid in full during 2021.

Hillgrove Advances Payable

On November 7, 2014, the Company entered into an advance and concentrate processing agreement with Hillgrove Mines Pty Ltd of Australia (Hillgrove) in which the Company was advanced funds from Hillgrove to build facilities to process Hillgrove antimony concentrate.

The agreement required the Company to pay the advance balance after Hillgrove issues a stop notice.

Payments would begin 90 days after the stop notice issue date and be made in six equal and quarterly installments.

Hillgrove was acquired by Red River Resources LTD (“Red River”) during 2019.

The balance of the advance liability due was $1,134,221 at December 31, 2020.

In April 2021, the Company successfully negotiated a settlement with Red River for an agreed upon amount of $1,020,799 which was paid on paid on April 8, 2021.

The Company recognized a gain on settlement of the advance in the amount of $113,422 during the year ended December 31, 2021.

Stockholders’ Equity

In December 2020, the number of authorized shares of the Company’s common stock increased from 90,000,000 to 150,000,000.

Issuance of Common Stock for Cash

During 2020, the Company sold units consisting of 5,742,858 from sale of shares of its common stock and 5,742,858 warrants to purchase shares of common stock for total proceeds of $2,010,000.

Offering costs associated with the sale totaled $196,932.

In February 2021, the Company sold shares of its common stock in two separate transactions:

On February 3, 2021, 15,300,000 shares were sold at $0.70 for gross proceeds of $10,710,000;

and on February 18, 2021, 10,990,000 shares were sold at $1.30 for gross proceeds of $14,287,000.

A total of $1,654,822 of cash issuance costs were incurred on these sales.

Total warrants of 10,060,500 were issued in connection with the offerings.

During the years ended December 31, 2021 and 2020, the Company received proceeds of $1,790,706 and $62,500, respectively, from the issuance of shares of its common stock upon the exercise of warrants.

Issuance of Common Stock for Services to Officers and Directors

In June 2020, the Company issued the Board members 295,463 shares of the Company’s common stock for services provided during 2019 which was accrued at December 31, 2019, with a value of $130,483.

During the year ended December 31, 2020, the Company awarded, but did not issue, common stock with a value of $110,000 to its Board of Directors as compensation for their services as directors.

In connection with the issuances, the Company recorded $110,000 in director compensation expense and accrued common stock payable as of December 31, 2020.

During the year ended December 31, 2021, the Company issued 112,610 shares of common stock to the board of directors to satisfy the directors’ fees payable of $110,000 that were outstanding at December 31, 2020

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

During the year ended December 31, 2021, the Company awarded, but did not issue, common stock with a value of $112,500 to its Board of Directors as compensation for their services as directors.

In connection with the issuances, the Company recorded $112,500 in director compensation expense and accrued common stock payable.

Common Stock Warrants

The Company’s Board of Directors has the authority to issue stock warrants for the purchase of preferred or unregistered common stock to directors and employees of the Company.

At December 31, 2019, warrants for purchase of 250,000 shares of the Company’s common stock for $0.25 per share were outstanding.

These warrants were owned by the Company’s previous President and Chairman, John Lawrence.

The warrants were exercised on March 18, 2020 in exchange for a reduction in an amount payable to Mr.

In July 2020, warrants for purchase of 5,742,858 shares of the Company’s common stock were sold with shares of common stock.

The warrants have an exercise price of $0.46 per share and expire in 2025.

The warrants can be exercised on a cashless basis.

The warrants contain a repricing provision whereby if the Company raises at least $6,000,000 in gross proceeds from the sale of its common stock at an effective price per share less than the warrants’ exercise price, the exercise price of the warrants will be repriced to the lower price.

In February 2021, concurrent with sale of common stock, the Company issued warrants to purchase 7,650,000 shares of common stock at an exercise price of $0.85 per share.

The warrants are initially exercisable six months following issuance and expire five and one-half years from the issuance date.

In connection with the February 2021 sales of common stock, the Company also issued 1,606,500 warrants with an exercise price of $0.85 and 804,000 warrants with an exercise price of $0.46 as commission to the placement agent.

Transactions in common stock purchase warrants for the years ended December 31, 2021 and 2020 are as follows:

Number of Warrants

Exercise Prices

Balance, December 31, 2019

$0.46 - $0.65

Warrants issued

Warrants exercised

Balance, December 31, 2020

Warrants issued

Warrants exercised

$0.46 - $0.65

Balance, December 31, 2021

The composition of the Company’s warrants outstanding at December 31, 2021 is as follows:

Exercise price

Expiration date

Remaining life

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Preferred Stock

The Company’s Articles of Incorporation authorize 10,000,000 shares of $0.01 par value preferred stock available for issuance with such rights and preferences, including liquidation, dividend, conversion, and voting rights, as the Board of Directors may determine.

During 1993, the Board established a Series B preferred stock, consisting of 750,000 shares.

The Series B preferred stock has preference over the Company’s common stock and Series A preferred stock (none of which are outstanding);

has no voting rights (absent default in payment of declared dividends);

and is entitled to cumulative dividends of $0.01 per share per year, payable if and when declared by the Board of Directors.

During each of the years ended December 31, 2021 and 2020 the Company recognized $7,500 in Series B preferred stock dividend.

In the event of dissolution or liquidation of the Company, the preferential amount payable to Series B preferred stockholders is $1.00 per share plus dividends in arrears.

No dividends have been declared or paid with respect to the Series B preferred stock.

The Series B Preferred stock is no longer convertible to shares of the Company’s common stock.

At December 31, 2021 and 2020, cumulative dividends in arrears on the outstanding Series B shares were $202,500 and $195,000, respectively.

During 2000, the Board established a Series C preferred stock.

The Series C preferred stock has preference over the Company’s common stock and has voting rights equal to that number of shares outstanding, but no conversion or dividend rights.

In the event of dissolution or liquidation of the Company, the preferential amount payable to Series C preferred stockholders is $0.55 per share.

During 2002, the Board established a Series D preferred stock, authorizing the issuance of up to 2,500,000 shares.

The Series D preferred stock has preference over the Company’s common stock but is subordinate to the liquidation preferences of the holders of the Company’s outstanding Series A, Series B and Series C preferred stock.

Series D preferred stock carries voting rights and is entitled to annual dividends of $0.0235 per share.

The dividends are cumulative and payable after payment and satisfaction of the Series A, B and C preferred stock dividends.

No dividends have been declared or paid with respect to the Series D preferred stock.

During the year ended December 31, 2021, 58,333 shares of Series D preferred stock was converted to 58,333 shares of the Company’s common stock.

As part of this conversion, the shareholder was issued 64,184 shares of the Company’s common stock to satisfy cumulative dividends associated with the preferred shares.

At December 31, 2021 and 2020, the cumulative dividends in arrears on the outstanding Series D shares were $747,952 and $707,258, respectively, payable if and when declared by the Board of Directors.

In the event of dissolution or liquidation of the Company, the preferential amount payable to Series D preferred stockholders is $2.50 per share.

At December 31, 2021 and 2020, the liquidation preference for Series D preferred stock was $4,979,632 and $5,084,770, respectively.

Holders of the Series D preferred stock have the right, subject to the availability of authorized but unissued common stock, to convert their shares into shares of the Company’s common stock on a one-to-one basis without payment of additional consideration and are not redeemable unless by mutual consent.

The majority of Series D preferred shares are held by the estate of John Lawrence, the previous President and Chairman of the Company.

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

2000 Stock Plan

In January 2000, the Company’s Board of Directors resolved to create the United States Antimony Corporation 2000 Stock Plan (“the Plan”).

The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility and to provide additional incentive to employees, directors and consultants to promote the success of the Company’s business.

The maximum number of shares of common stock or options to purchase common stock that may be issued pursuant to the Plan is 500,000.

At December 31, 2021 and 2020, 300,000 shares of the Company’s common stock had been previously issued under the Plan.

There were no issuances under the Plan during 2021 and 2020.

Income and Other Taxes

During the year ended December 31, 2021 and 2020, the Company recognized no income tax benefit (provision).

Domestic and foreign components of net loss from operations before income taxes for the years ended December 31, 2021 and 2020, are as follows:

The income tax benefit differs from the amount of income tax determined by applying the U.S.

federal income tax rate to pre-tax net loss for the years ended December 31, 2021 and 2020 due to the following:

At December 31, 2020 and 2019, the Company had net deferred tax assets as follows:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

At December 31, 2021 and 2020, the Company had deferred tax assets arising principally from net operating loss carry forwards for income tax purposes.

As management cannot determine that it is more likely than not the benefit of the net deferred tax asset will be realized, a valuation allowance equal to 100% of the net deferred tax asset has been recorded at December 31, 2021 and 2020.

At December 31, 2021, the Company has federal net operating loss (“NOL”) carry forwards of approximately $290,000 that expire at various dates between 2036 and 2037.

In addition, the Company has federal NOL carry forwards of $666,000 that will never expire but utilization of which is limited to 80% of taxable income in any future year.

The Company has Montana state NOL carry forwards of approximately $2.3 million which expire between 2022 and 2026, and Idaho state NOL carry forwards of approximately $1.4 million, which expire between 2033 and 2035.

The Company has approximately $5.2 million of Mexican NOL carry forwards which expire between 2025 and 2030.

In 2018, the Company acquired two subsidiaries have net operating loss carryforwards in Mexico of approximately $800,000.

Due to limitations, it is likely that a portion of this carryforward will not be available to offset the Company’s future taxable income in Mexico.

During the years ended December 31, 2021 and 2020, there were no material uncertain tax positions taken by the Company.

The Company’s United States income tax filings are subject to examination for the years 2019 through 2021, and 2018 through 2021 in Mexico.

The Company charges penalties on assessments to general and administrative expense and charges interest to interest expense.

Mexican Tax Assessment

In 2015, the Mexican tax authority (“SAT”) initiated an audit of the USAMSA’s 2013 income tax return.

In October 2016, as a result of its audit, SAT assessed the Company $13.8 million pesos, which was approximately $666,400 in U.S.

Dollars (“USD”) as of December 31, 2016.

SAT’s assessment was based on the disallowance of specific costs that the Company deducted on the 2013 USAMSA income tax return.

The assessment was settled in 2018 with no assessment against the Company.

In early 2019, the Company was notified that SAT re-opened its assessment of USAMSA’s 2013 income tax return and, in November 2019, SAT assessed the Company $16.3 million pesos, which was approximately $795,000 USD as of December 31, 2021.

Management reviewed the 2019 assessment notice from SAT and, similar to the earlier assessment, believes the findings have no merit.

An appeal was filed by the Company in November 2019 suspending SAT from taking immediate action regarding the assessment.

The Company posted a guarantee of the amount in March 2020 as is required under the appeal process.

In August 2020, the Company filed a lawsuit against SAT for resolution of the process and, in December 2020, filed closing arguments.

Management expects the appeal process to continue through 2022.

At December 31, 2021, management assessed the possible outcomes for this tax audit and believes, based on discussions with its tax attorney in Mexico, that the most likely outcome will be that the Company will be successful in its appeal resulting in no tax due.

Management determined that no amount should be accrued at December 31, 2021 or December 31, 2020 relating to this potential tax liability.

There can be no assurance that the Company’s ultimate liability, if any, will not have a material adverse effect on the Company’s results of operations or financial position.

If an issue addressed during the SAT audit is resolved in a manner inconsistent with management expectations, the Company will adjust its current net operating loss carryforward, or accrue penalties, interest, and tax associated with the assessment.

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

In 2016, USAMSA imported coal from the United States to its smelter in Mexico to process Australian concentrates associated with the Hillgrove agreement (Note 9).

At that time, the Company applied for and was granted a Maquiladora (IMMEX), in accordance with a Manufacturing and Export Services Industry program offered by the Mexican government to attract and promote foreign investment in Mexico.

With the IMMEX, all imported goods to Mexico that are also exported in altered form are exempt from the requirement of paying the 16% tax (IVA).

The Company did not pay IVA on any of the imported coal used to process the Australian concentrates.

In 2020, the Company was informed by the SAT that it owed the 16% IVA money for all the coal imported for the processing of the Australian concentrates.

Additionally, there were penalties and fees that SAT added to the total amount.

In late 2020, the Company filed a motion before the Taxpayer’s Defense Agency (PRODECON), but the motion was denied.

To avoid exorbitant penalties, the Company elected to pay the assessed amount in early 2021.

For the year ended December 31, 2020, the Company recognized an export tax expense of $1,120,730 and accrued a liability for this assessment.

The amount was paid in early 2021.

Related-Party Transactions

Lawrence owned.

The amount due to Mr.

Lawrence as of December 31, 2020 was $171,017.

During 2021, the Company paid the full amount of $171,017 to John Lawrence’s estate for reimbursement of these expenses.

Expenses paid to Mr.

Lawrence for the year ended December 31, 2020 were $1,533.

During 2020, an advance of $56,215 due to John Lawrence was satisfied with the exercise of a warrant held by Mr.

Lawrence for 250,000 shares of common stock at an exercise price of $0.25 or $62,500.

During the year ended December 31, 2021, Russ Lawrence, President and Director, incurred expenses of $24,510 and charged the Company for lodging and meals provided to visiting Board of Directors by an entity that Russ Lawrence owns.

During the year ended December 31, 2021, the Company paid Russ Lawrence $27,290, leaving a balance due of $1,846 which is included in accounts payable on the balance sheet.

Commitments and Contingencies

From time to time, the Company is assessed fines and penalties by the Mine Safety and Health Administration (“MSHA”).

Using appropriate regulatory channels, management may contest these proposed assessments.

At December 31, 2021 and 2020, the Company had accrued liabilities of $Nil and $246, respectively, relating to such assessments.

The Company pays various royalties on the sale of zeolite products.

On a combined basis, royalties vary from 8%-13%.

During the year ended December 31, 2021 and 2020, the Company had royalty expense of $262,861 and $224,875, respectively.

At December 31, 2021 and 2020, the Company had accrued royalties payable of $346,242 and $434,981, respectively.

The Company is currently in negotiations with certain royalty holders to modify the terms of the agreements.

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Business Segments

The Company is currently organized and managed by four segments, which represent the three operating units:

United States antimony, Mexican antimony, United States zeolite, and precious metals.

The Company’s other operating costs include general and administrative expenses, freight and delivery, and other non-production related costs.

Other income and expense consist primarily of non-operating income and interest expense.

The Madero smelter and Puerto Blanco mill at the Company’s Mexico operation brings antimony up to a finished product or an intermediate stage, which is then either shipped directly to customers or to the United States operation for finishing and sales at the Thompson Falls, Montana plant.

The Zeolite operation produces zeolite near Preston, Idaho.

Almost all of the sales of products from the United States antimony and zeolite operations are to customers in the United States.

Precious metal recovered from the antimony process in the United States and Mexico is typically sold to customers in the United States and Canada.

Segment disclosures regarding sales to major customers and for property, plant, and equipment are located in Notes 3 and 6, respectively.

For the years ended December 31,

Total Assets:

United States

Subtotal antimony

Precious metals

United States

Subtotal precious metals

For the years ended December 31,

Capital expenditures:

United States

Subtotal antimony

Precious metals

United States

Subtotal precious metals

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Segment Operations for the Year

Ended December 31, 2021

Total revenues

Depreciation and amortization

Income (loss) from operations

$ (2,027,313 )

$ (1,088,399 )

Other income (expense):

NET INCOME (LOSS)

$ (1,913,891 )

Segment Operations for the Year

Ended December 31, 2020

Total revenues

Depreciation and amortization

Income (loss) from operations

$ (3,851,228 )

$ (3,658,717 )

$ (3,304,742 )

Other income (expense):

NET INCOME (LOSS)

$ (3,851,228 )

$ (3,636,909 )

$ (3,286,804 )

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

CARES Act Loan

On April 20, 2020, the Company received a loan of $443,400 pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020.

The loan, which was in the form of a Note dated April 20, 2020 had a maturity date on April 19, 2022 and an interest rate of 1% per annum.

The loan was to be forgiven under the provisions of the CARES Act if the Company used the funds for qualifying expenses.

Qualifying expenses included payroll costs, costs used to continue group health care benefits, rent and utilities.

During the year ended December 31, 2021, the Company received notification that the loan had been forgiven.

The amount of the loan, $443,400, was recognized as gain on forgiveness of the CARES Act loan.

Subsequent Events

None to my knowledge

/s/ Lloyd Joseph Bardswich

July 17, 2023

Lloyd Joseph Bardswich, Director

/s/ Timothy Hasara

July 17, 2023

Timothy Hasara, Director

July 17, 2023

Evans, Lead Director

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What changed 10-K

Item 9A. Controls and Procedures