UNITED STATES ANTIMONY CORP 10-K

Item 8. Financial Statements and Supplementary Data. Index to Financial Statements: 1. Report of Independent Registered Public Accounting Firm; PCAOB ID - 444 56 2. Consolidated Balance Sheets as of December 31, 2022 and 2021; 57 3. Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 58 4. Consolidated Statements of Changes in Stockholders’ Equity 59 5. Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 60 6. Notes to Consolidated Financial Statements 61 Page 55 of 91 Table of Contents 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, 2022 and 2021, the related consolidated statements of operations, changes in stockholders’ equity and 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, 2022 and 2021, 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 Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. We have served as the Company's independent auditor since 1998. Assure CPA, LLC Spokane, WA July 17, 2023 Page 56 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2022 and 2021 2022 2021 ASSETS CURRENT ASSETS Cash and cash equivalents $ 19,060,378 $ 21,363,048 Certificates of deposit 259,857 259,210 Accounts receivable 784,457 891,314 Inventories (Note 6) 1,375,068 1,055,420 Prepaid expenses and other current assets (Note 4) 137,599 - Total current assets 21,617,359 23,568,992 Properties, plants and equipment, net (Note 7) 12,128,124 11,133,733 Restricted cash for reclamation bonds 57,288 57,281 IVA receivable and other assets 897,679 242,721 Total assets $ 34,700,450 $ 35,002,727 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 628,803 $ 1,385,752 Accrued liabilities 201,149 273,785 Accrued liabilities – officers and directors 72,963 51,845 Royalties payable 435,075 346,242 Dividends payable 787,730 - Long-term debt, current portion (Note 9) 94,150 13,230 Total current liabilities 2,219,870 2,070,854 Long-term debt, net of current portion (Note 9) 217,855 201,920 Stock payable to directors for services 61,459 62,501 Asset retirement obligation and accrued reclamation costs (Note 8) 332,011 298,649 Total liabilities 2,831,195 2,633,924 COMMITMENTS AND CONTINGENCIES (Notes 4, 11 and 12) STOCKHOLDERS’ EQUITY Preferred stock, $ 0.01 par value; 10,000,000 shares authorized: Series A: 0 shares issued and outstanding - - Series B: 750,000 shares issued and outstanding (liquidation preference $ 960,000 and $ 952,500 , respectively) 7,500 7,500 Series C: 177,904 shares issued and outstanding (liquidation preference $ 97,847 both periods) 1,779 1,779 Series D: 1,692,672 shares issued and outstanding (liquidation preference $ 5,019,410 , and $ 4,979,632 , respectively) 16,926 16,926 Common stock, $ 0.001 par value; 300,000,000 shares authorized; 106,373,341 and 106,240,361 shares issued and outstanding 1,063,732 1,062,402 Additional paid-in capital 64,052,630 63,991,459 Shares to be returned to treasury ( 202,980 ) - Accumulated deficit ( 33,070,332 ) ( 32,711,263 ) Total stockholders’ equity 31,869,255 32,368,803 Total liabilities and stockholders’ equity $ 34,700,450 $ 35,002,727 The accompanying notes are an integral part of these consolidated financial statements. Page 57 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended December 31, 2022 and 2021 2022 2021 REVENUE $ 11,044,707 $ 7,747,506 COST OF REVENUE 9,048,517 6,908,901 GROSS PROFIT 1,996,190 838,605 OPERATING EXPENSES General and administrative 658,242 677,558 Salaries and benefits 481,106 298,506 Other operating and exploration expenses 205,736 184,037 Legal and professional fees 302,901 264,502 Loss on disposal of assets - 74,259 TOTAL OPERATING EXPENSES 1,647,985 1,498,862 INCOME (LOSS) FROM OPERATIONS 348,205 ( 660,257 ) OTHER INCOME (EXPENSE) Interest expense ( 15,141 ) ( 5,539 ) Interest and investment income 65,918 48,505 Trademark and licensing income 70,502 - Gain on forgiveness – CARES Act debt - 443,400 Gain on settlement of Hillgrove advance - 113,422 Foreign exchange loss ( 24,750 ) - TOTAL OTHER INCOME 96,529 599,788 INCOME BEFORE TAX 444,734 ( 60,469 ) Provision for income tax ( 16,073 ) - NET INCOME (LOSS) 428,661 ( 60,469 ) Preferred dividends ( 47,278 ) ( 48,194 ) Net income (loss) available to common stockholders $ 381,383 $ ( 108,663 ) Net income (loss) per share of common stock Basic $ Nil $ Nil Diluted $ Nil $ Nil Weighted average shares outstanding: Basic 106,287,359 102,835,574 Diluted 106,287,359 102,835,574 The accompanying notes are an integral part of these consolidated financial statements. Page 58 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the years ended December 31, 2022 and 2021 Total Preferred Stock Common stock Shares Amount Shares Amount Additional Paid In Capital Shares to be returned to treasury Accumulated Deficit Total Balances, December 31, 2020 2,678,909 $ 26,788 75,949,757 $ 759,496 $ 39,050,899 $ - $ ( 32,650,794 ) $ 7,186,389 Issuance of common stock for cash - - 26,290,000 262,900 24,734,100 - - 24,997,000 Issuance of common stock for directors fees (Note 14) - - 112,610 1,126 108,874 - - 110,000 Common stock issuance costs (Note 14) - - - - ( 1,654,822 ) - - ( 1,654,822 ) Common stock issued upon exercise of warrants (Note 14) - - 3,765,477 37,655 1,753,050 - - 1,790,705 Conversion of preferred shares to common shares ( 58,333 ) ( 583 ) 58,333 583 - - - - Series D preferred dividends paid in common shares (Note 14) - - 64,184 642 ( 642 ) - - - Net loss - - - - - - ( 60,469 ) ( 60,469 ) Balances, December 31, 2021 2,620,576 $ 26,205 106,240,361 $ 1,062,402 $ 63,991,459 $ - $ ( 32,711,263 ) $ 32,368,803 Issuance of common stock for directors fees (Note 14) - - 132,980 1,330 61,171 - - 62,501 Series D preferred dividends declared (Note 14) - - - - - - ( 787,730 ) ( 787,730 ) Repurchase of common stock (Note 18) - - - - - ( 202,980 ) - ( 202,980 ) Net income - - - - - - 428,661 428,661 Balances, December 31, 2022 2,620,576 $ 26,205 106,373,341 $ 1,063,732 $ 64,052,630 $ ( 202,980 ) $ ( 33,070,332 ) $ 31,869,255 The accompanying notes are an integral part of these consolidated financial statements. Page 59 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2022 and 2021 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 428,661 $ ( 60,469 ) Adjustments to reconcile net income (loss) to net cash used by operating activities: Depreciation and amortization 909,220 880,880 Accretion of asset retirement obligation 17,766 6,930 Common stock payable for directors fees 61,459 47,499 Gain on settlement of Hillgrove advance - ( 113,422 ) Gain on forgiveness of Cares Act debt - ( 443,400 ) Loss on disposal of assets - 74,259 Write down of inventory to net realizable value 277,146 - Provision for losses on receivables 59,350 - Change in value of investments, net 59,246 - Other non-cash items ( 647 ) - Changes in operating assets and liabilities: Accounts receivable 47,507 ( 652,680 ) Inventories ( 596,794 ) ( 405,207 ) Prepaid expenses and other current assets ( 137,599 ) - IVA receivable and other assets ( 654,958 ) ( 34,249 ) Accounts payable ( 756,949 ) ( 491,120 ) Accrued liabilities ( 72,636 ) 74,986 Accrued liabilities – officers and directors 21,118 ( 106,015 ) Royalties payable 88,833 ( 88,739 ) Export tax assessment payable - ( 1,120,730 ) Net cash used by operating activities ( 249,277 ) ( 2,431,477 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from redemption of certificates of deposit - 210,002 Purchase of certificate of deposit - ( 215,000 ) Purchase of investments ( 16,184,893 ) - Proceeds from sales of investments 16,125,647 - Purchase of properties, plants and equipment ( 1,726,415 ) ( 648,128 ) Net cash used by investing activities ( 1,785,661 ) ( 653,126 ) CASH FLOWS FROM FINANCING ACTIVITIES: Change in checks issued and payable - ( 86,685 ) Payments on advances from related party - ( 56,418 ) Proceeds from issuance of common stock, net of issuance costs - 23,342,178 Proceeds from exercise of warrants - 1,790,705 Payments on Hillgrove advances payable - ( 1,020,799 ) Principal paid on notes payable to bank - ( 100,000 ) Principal payments of long-term debt ( 64,745 ) ( 86,426 ) Repurchase of shares to be returned to treasury ( 202,980 ) - Net cash provided (used) by financing activities ( 267,725 ) 23,782,555 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 2,302,663 ) 20,697,952 | CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR 21,420,329 722,377 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR $ 19,117,666 $ 21,420,329 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid in cash 15,141 5,539 NON-CASH FINANCING AND INVESTING ACTIVITIES: Equipment purchased with long-term debt $ 161,600 $ - Issuance of common stock for directors fees 62,501 110,000 Building purchased with note payable - 215,150 Preferred Series D dividends declared and payable 787,730 - The accompanying notes are an integral part of these consolidated financial statements. Page 60 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - NATURE OF OPERATIONS 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. de C.V. (“AM”), to explore and develop potential antimony properties in Mexico . During 2006, the Company acquired 100 % ownership in United States Antimony, Mexico S.A. de C.V. (“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 wholly-owned subsidiaries of the Company. In its operations in Montana, the Company produces antimony oxide, antimony metal, and precious metals. Antimony oxide is a fine, white powder that is used primarily in conjunction with a halogen to form a synergistic flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper. Antimony oxide is also used as a color fastener in paint, as a catalyst for production of polyester resins for fibers and film, as a catalyst for production of polyethylene tera-pthalate in plastic bottles, as a phosphorescent agent in fluorescent light bulbs, and as an opacifier for porcelains. The Company also sells antimony metal for use in bearings, storage batteries and ordnance. In its operations in Mexico, the Company extracts ore and antimony concentrates which are shipped to Montana for further processing into antimony oxide. The Company’s Mexican operations also produces antimony metal for sale in Mexico. In its operations in Idaho, the Company produces zeolite, a group of industrial minerals used in a variety of purposes including soil amendment and fertilizer. Zeolite is also used for water filtration, sewage treatment, nuclear waste and other environmental cleanup, odor control, gas separation and other miscellaneous applications. NOTE 2 – BASIS OF PRESENTATION AND 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., Antimony Mining and Milling US LLC, Antimony Mining and Milling US LLC, and Lanxess Laurel de Mexico. 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 (“U.S. GAAP)” 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. Page 61 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Reclassifications Certain reclassifications have been made to conform prior periods’ amounts to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ equity and cash flows as previously reported. 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, 2022 and 2021, restricted cash for reclamation bonds of $ 57,288 and $ 57,281 are included in cash and cash equivalents and restricted cash balances on the statements of cash flows. Restricted Cash Restricted cash at December 31, 2022 and 2021 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 Inventories at December 31, 2022 and 2021 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, depreciation 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 statements 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. Page 62 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Revenue Recognition Products consist of the following: ☐ Antimony: includes antimony oxide, sodium antimonate, antimony trisulfide, and antimony metal ☐ Zeolite: includes coarse and fine zeolite crushed in various sizes ☐ Precious Metals: includes unrefined and refined gold and silver Page 63 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 reasonably estimable, 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. Treasury Stock When the Company’s stock is acquired for purposes it is initially valued at cost and presented as treasury stock. Other than formal or constructive retirement or when ultimate disposition has not yet been decided, the cost of the acquired stock is presented as treasury stock separately as a deduction from the total of common stock, additional paid-in capital and accumulated deficit. Gains on sales of treasury stock not previously accounted for as constructively retired are credited to additional paid-in capital, and losses are charged to additional paid-in capital to the extent that previous net gains from sales or retirements of the same class of stock are included therein, with the remainder charged to accumulated deficit. When the Company's stock is retired or purchased for constructive retirement, any excess purchase price over par value is allocated between additional paid-in capital to the extent that previous net gains from sales or retirements are included therein, and the remainder to accumulated deficit. Income Taxes The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid or refunded. Significant judgments and estimates are required in determining the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and the assumptions are consistent with the plans and estimates that the Company is using to manage its underlying businesses. The Company provides a valuation allowance for deferred tax assets that the Company does not consider more likely (than not) to be realized. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company evaluates its tax positions taken or expected to be taken in the course of preparing its tax returns to determine whether the tax positions will more likely than not be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are not recorded as a tax benefit or expense in the current year. No reserve for uncertain tax positions has been recorded. Page 64 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, certificates of deposits, restricted cash, and long-term debt. 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. At December 31, 2022 and 2021, 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. Investments The Company determines the appropriate classification of investments at the time of acquisition and re-evaluates such determinations at each reporting date. Equity securities that have a readily determinable fair value are carried at fair value determined using Level 1 fair value measurement inputs with the change in fair value recognized as unrealized gain (loss) in the consolidated statement of operations each reporting period. Gains and losses on the sale of securities are recognized on a specific identification basis. New Accounting Pronouncements Accounting standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016 - 13, “ Financial Instruments – Credit Losses (Topic 326 ): Measurement of Credit Losses on Financial Instruments ”, which requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. Topic 326 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 . The Company does not anticipate this will have a material impact to its financial statements and disclosures. NOTE 3– EARNINGS PER SHARE Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options and warrants. Page 65 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS At December 31, 2022 and 2021, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive are as follows: December 31, 2022 December 31, 2021 Warrants 12,346,215 12,489,922 Convertible preferred stock 1,692,672 1,692,672 TOTAL POSSIBLE DILUTIVE SHARES 14,038,887 14,182,594 NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS On August 17, 2022, the Company executed a Management and Consultancy Services Agreement (the ‘Consultancy Agreement”) whereby a contractor was engaged to render professional services consisting of management and consultancy for the acquisition of surface rights and other technical services near San Guadalupe, Mexico. The parties agreed to total consideration of $ 1,035,025 plus associated Value Added Tax (“VAT”). The Company paid $ 450,000 plus VAT upon execution of the Consultancy Agreement and will pay fifty (50) monthly installments of $ 11,700 plus VAT. The $ 450,000 initial installment will be amortized over the fifty (50) month term of the agreement and recognized as expense under “Other operating expenses and exploration” in the consolidated statements of operations. Prepaid expenses and other current assets at December 31, 2022 are as follows: December 31, 2022 Prepaid insurance $ 12,458 Prepaid consulting and management fees 405,000 Other current assets 17,141 434,599 Less long-term portion ( 297,000 ) Prepaid and other current assets $ 137,599 The long-term portion of prepaid and other current assets of $ 297,000 is included in “IVA receivable and other assets” on the consolidated balance sheets. NOTE 5 – REVENUE RECOGNITION Sales of products for the year ended December 31, 2022 and 2021 were as follows: For the year ended December 31, 2022 December 31, 2021 Antimony $ 7,631,670 $ 4,815,524 Zeolite 3,151,330 2,593,641 Precious metals 261,707 338,341 TOTAL REVENUE $ 11,044,707 $ 7,747,506 Page 66 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2022, the Company also received royalties related to a trademark and licensing agreement in its antimony business segment and is recognized under “Other Income”. For the year ended December 31, 2022 and 2021, royalty income of $ 70,502 and $Nil, respectively, was recognized. The following is sales information by geographic area based on the location of customers for the years ended December 31, 2022 and 2021: For the year ended December 31, 2022 December 31, 2021 United States $ 8,444,876 $ 6,795,778 Canada 1,772,009 951,728 Mexico 827,822 - TOTAL REVENUE LOCATION $ 11,044,707 $ 7,747,506 Sales of products to significant customers were as follows for the years ended December 31, 2022 and 2021: For the year ended December 31, 2022 December 31, 2021 Company A $ 1,882,667 $ 1,141,608 Company B 1,863,958 - Company C 827,822 - Company D 751,328 518,227 Company E 737,189 474,738 Company F 735,194 850,301 Company G 226,633 1,728,406 $ 7,024,791 $ 4,713,280 % of Total revenues 64 % 61 % All precious metals sales of $ 261,707 and $ 338,341 for the years ended December 31, 2022 and 2021, respectively were to one customer, Teck American, Inc. Accounts receivable from the Company’s largest customers were as follows as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Company H $ 95,531 $ 104,644 Company I 71,485 - Company F - 477,957 $ 267,016 $ 582,601 % of Total receivables 34 % 65 % The Company’s trade accounts receivable balance related to contracts with customers was $ 784,457 at December 31, 2022 and $ 891,314 at December 31, 2021. The Company’s products do not involve any warranty agreements and product returns are not typical. Page 67 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2022 and 2021, the Company recognized bad debt expense of $ 59,350 and $Nil, respectively which is included in ‘general and administrative expense’ on the consolidated statements of operations. NOTE 6– INVENTORIES Inventories at December 31, 2022 and December 31, 2021 are as follows: December 31, 2022 December 31, 2021 Antimony Oxide $ 142,230 $ 234,461 Antimony Metal 509,643 439,086 Antimony Ore and Concentrates 545,373 119,046 Total antimony 1,197,246 792,593 Zeolite 177,822 262,827 TOTAL INVENTORIES $ 1,375,068 $ 1,055,420 As of December 31, 2022 and December 31, 2021, inventories are valued at cost except for the portion related to Mexican operations which are valued at net realizable value because the production costs of the Mexican inventory were greater than the amount the Company expected to receive on the sale of antimony contained in inventory. The adjustment to inventory for net realizable value was $ 277,146 and $Nil for the year ended December 31, 2022 and 2021, respectively. Antimony oxide and metal inventory consisted of finished product held at the Company’s plants in Montana and Mexico. Antimony concentrates and ore were held primarily at sites in Mexico. The Company’s zeolite inventory consists of saleable zeolite material in Idaho. NOTE 7 – PROPERTIES, PLANTS AND EQUIPMENT The major components of the Company’s properties, plants and equipment by segment at December 31, 2022 and December 31, 2021 are shown below: Antimony Segment Zeolite Segment Precious Metals December 31, 2022 USAC USAMSA BRZ Segment TOTAL Plant and equipment $ 1,760,926 $ 9,090,860 $ 4,996,216 $ 1,347,912 $ 17,195,914 Buildings 243,248 870,534 1,047,023 - 2,160,805 Land and other 2,431,387 2,796,037 16,753 - 5,244,177 Construction in progress - 280,406 170,535 - 450,941 4,435,561 13,037,837 6,230,527 1,347,912 25,051,837 Accumulated depreciation ( 2,767,803 ) ( 6,212,433 ) ( 3,392,861 ) ( 550,616 ) ( 12,923,713 ) $ 1,667,758 $ 6,825,404 $ 2,837,666 $ 797,296 $ 12,128,124 Page 68 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Antimony Segment Zeolite Segment Precious Metals December 31, 2021 USAC USAMSA BRZ Segment TOTAL Plant and equipment $ 1,684,977 $ 8,905,899 $ 3,853,056 $ 1,330,394 $ 15,774,326 Buildings 243,248 870,534 801,764 - 1,915,546 Land and other 2,431,387 2,640,441 16,753 - 5,088,581 Construction in progress - 280,406 184,972 - 465,378 $ 4,359,612 $ 12,697,280 $ 4,856,545 $ 1,330,394 $ 23,243,831 Accumulated depreciation ( 2,732,809 ) ( 5,622,555 ) ( 3,314,658 ) ( 440,076 ) ( 12,110,098 ) $ 1,626,803 $ 7,074,725 $ 1,541,887 $ 890,318 $ 11,133,733 The properties, plants and equipment by location is as follows: 2022 2021 United States $ 4,677,428 $ 3,276,155 Mexico 7,450,696 7,857,578 Total $ 12,128,124 $ 11,133,733 The Company’s precious metals segment includes properties, plants and equipment in both the United States and Mexico. At December 31, 2022 and December 31, 2021, the Company had $ 1,117,041 and $ 665,175 , respectively, of assets that were not yet placed in service and have not yet been depreciated. NOTE 8 – ASSET RETIREMENT OBLIGATION AND ACCRUED RECLAMATION COSTS Changes in the asset retirement obligation for the year ended December 31, 2022 and 2021 are as follows: Year ended December 31, 2022 2021 Asset retirement obligation, beginning of period $ 191,149 $ 184,219 Change in estimated retirement costs 15,596 - Accretion expense 17,766 6,930 Asset retirement obligation, end of period $ 224,511 $ 191,149 The Company’s total asset retirement obligation and accrued reclamation costs of $ 332,011 and $ 298,649 , at December 31, 2022 and December 31, 2021, respectively, include reclamation obligations for the Idaho and Montana operations of $ 107,500 . During the year ended December 31, 2022, the Company revised its estimate on asset retirement costs. Page 69 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – DEBT Long term debt at December 31, 2022 and December 31, 2021 is as follows: December 31, 2022 December 31, 2021 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 $ 201,908 $ 215,150 Installment contract payable to Caterpillar Financial Services, bearing interest at 6.65%, payable in 24 monthly installments of $7,210 maturing April 28, 2024; collateralized by 2007 Caterpillar 740 articulated truck 110,097 - 312,005 215,150 Less current portion ( 94,150 ) ( 13,230 ) Long term portion $ 217,855 $ 201,920 At December 31, 2022, principal payments on debt are due as follows: Twelve months ending December 31, Principal payment 2023 $ 94,150 2024 41,212 2025 13,071 2026 163,572 $ 312,005 NOTE 10 – 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 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. NOTE 11 – INCOME AND OTHER TAXES During the year ended December 31, 2022 and 2021, the Company recognized an income tax provision of $ 16,073 and $Nil respectively. Income tax payable of $ 16,073 is included in “accrued liabilities” on the consolidated balance sheets and relates to federal taxes owed. Page 70 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Domestic and foreign components of net income (loss) from operations before income taxes for the years ended December 31, 2022 and 2021, are as follows: 2022 2021 Domestic $ 2,729,793 $ 1,853,423 Foreign ( 2,285,059 ) ( 1,913,892 ) Total $ 444,734 $ ( 60,469 ) The income tax liability (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate to pre-tax net income (loss) for the years ended December 31, 2022 and 2021 due to the following: 2022 2021 Tax liability (benefit) at federal statutory rate $ 93,000 $ ( 13,000 ) State income tax effect 67,000 ( 2,000 ) Foreign income tax effect ( 136,000 ) ( 127,000 ) Non-deductible items 4,000 - Non-taxable item - gain on CARES Act loan - ( 93,000 ) Percentage depletion - ( 20,000 ) Adj for prior year tax estimate to actual-domestic 69,000 44,000 Adj for prior year tax estimate to actual-foreign ( 32,000 ) 1,431,000 Impact on change in state tax rate 7,000 - Impact on change in foreign exchange rate ( 83,000 ) 35,000 Change in valuation allowance - Domestic ( 358,000 ) ( 212,000 ) Change in valuation allowance - Foreign 385,000 ( 1,043,000 ) Total $ 16,000 $ - At December 31, 2022 and 2021, the Company had net deferred tax assets as follows: 2022 2021 Deferred tax asset: Domestic net operating loss carry forward $ 307,000 $ 485,000 Foreign net operating loss carry forward 1,958,000 1,573,000 Deferred tax asset 2,265,000 2,058,000 Valuation allowance (domestic) ( 58,000 ) ( 416,000 ) Valuation allowance (foreign) ( 1,958,000 ) ( 1,573,000 ) Total deferred tax asset 249,000 69,000 Deferred tax liability: Property, plant, and equipment ( 245,000 ) ( 68,000 ) Other ( 4,000 ) ( 1,000 ) Total deferred tax liability ( 249,000 ) ( 69,000 ) Net deferred tax asset $ - $ - Page 71 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS At December 31, 2022 and 2021, 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, 2022 and 2021. At December 31, 2022, the Company has federal net operating loss (“NOL”) carry forwards of approximately $ 359,000 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 $ 3.1 million which expire between 2023 and 2028, and Idaho state NOL carry forwards of approximately $ 1.4 million, which expire between 2033 and 2040. The Company has approximately $ 6.5 million of Mexican NOL carry forwards which expire between 2026 and 2031. In 2018, the Company acquired two subsidiaries which have net operating loss carryforwards in Mexico of approximately $ 800,000 . Due to certain 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, 2022 and 2021, 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 2020 through 2022, and 2019 through 2022 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. During the year ended December 31, 2022, the Mexican court ruled against the Company in the above matter. The Company has appealed the ruling. As of December 31, 2022, the updated SAT assessment was approximately $21.3 million pesos, which was approximately $1.1 million USD for $ 285,000 of unpaid income taxes and $ 815,000 of interest and penalties. As of December 31, 2022, 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, 2022 or December 31, 2021 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 record changes to tax attributes, recognize penalties in general and administrative expense, interest will be recorded as interest expense and record the tax expense associated with the assessment. NOTE 12 – 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, 2022 and December 31, 2021, the Company had accrued liabilities of $Nil and $Nil, respectively, relating to such assessments. Page 72 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 2022 and 2021, the Company incurred royalty expense of $ 280,801 and $ 262,861 respectively. Royalty expense is included in cost of goods sold on the consolidated statement of operations. At December 31, 2022 and December 31, 2021, the Company had accrued royalties payable of $ 435,075 and $ 346,242 , respectively. On August 8, 2022, the Company executed a preliminary Purchase Option Agreement (the ‘agreement”) with SB Wadley SA de CV (“Wadley”) whereby the Company leases, with an option to acquire, mining claims located in Mexico known as the Wadley Property. Under the agreement, the Company will pay Wadley eight monthly installments of $ 10,000 plus VAT for the right to mine and conduct geological and resource studies as due diligence and exploration on the Wadley Property. At the end of the eight months, should the Company choose to exercise the option following due diligence and assessment of geological and resource studies, the Company will pay Wadley $2,230,000 and seven annual payments of $1,160,000. The due diligence period of the agreement has been extended to October 15, 2023 . As of December 31, 2022, the Company capitalized $ 40,000 of payments to SB Wadley. NOTE 13 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2022 and 2021, the Company paid a director $ 19,738 and $ 4,588 , respectively for services related to investor relations, geologic consulting and expense reimbursement. During the year ended December 31, 2022 and 2021, the Company paid another director $ 4,240 and $Nil, respectively, for services related to geologic consulting and expense reimbursement. 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. The Company compensates directors for their contributions to the management of the Company. During the year ended December 31, 2022 and December 31, 2021, the Company expensed $ 135,417 and $ 112,500 , respectively in directors’ fees, which was recorded in general and administrative expense on the consolidated statements of operations. During the year ended December 31, 2022, the Company paid accrued directors fees of $ 62,500 in cash and $ 62,501 in common stock (Note 14). At December 31, 2022 and December 31, 2021, accrued fees due to directors was $ 61,459 and $ 49,999 , respectively, which are included in “accrued liabilities – officers and directors” on the Company’s consolidated balance sheets. As of December 31, 2022 and 2021, accrued liabilities-officers and directors consists of: 2022 2021 Accrued directors fees $ 61,459 $ 49,999 Accrued liabilities, related party 11,504 1,846 Total $ 72,963 $ 51,845 At December 31, 2022 and December 31, 2021, stock payable to directors for services was $ 61,459 and $ 62,501 , respectively. Page 73 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14 – STOCKHOLDERS’ EQUITY On August 24, 2022, the Company issued 132,980 shares of common stock in lieu of cash in consideration of fees for Board of Directors accrued through December 31, 2021. The number of shares issued was based on the amount of fees due of $ 62,501 divided by the market price of the Company’s common shares on the date of issuance. Issuance of Common Stock for Cash 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 year ended December 31, 2021, the Company issued 3,765,477 shares of common stock and received proceeds of $ 1,790,705 from the issuance of shares of its common stock upon the exercise of warrants. Issuance of Common Stock for Services to Officers and Directors During the year ended December 31, 2021, the Company issued 112,610 shares of common stock to the board of directors to satisfy stock payable to directors for services of $ 110,000 that were outstanding at December 31, 2020. During the year ended December 31, 2022, the Company issued 132,980 shares of common stock to the board of directors to satisfy stock payable to directors for services of $ 62,501 that were outstanding at December 31, 2021. Common stock warrants 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. There were no warrants exercised during the year ended December 31, 2022. The Company issued no warrants to purchase common stock during the year ended December 31, 2022. The following is a summary of the Company’s warrants to purchase shares of common stock activity: Number of warrants Exercise prices Balance outstanding at December 31, 2020 6,194,899 $ 0.65 Issued 10,060,500 $ 0.46 - $ 0.85 Exercised ( 3,765,477 ) $ 0.46 - $ 0.65 Balance outstanding at December 31, 2021 12,489,922 $ 0.75 Expired ( 143,707 ) $ 0.65 Balance outstanding at December 31, 2022 12,346,215 $ 0.75 The composition of the Company’s warrants outstanding at December 31, 2022 is as follows: Number of warrants Weighted Average Exercise Price Expiration Date Weighted Average Remaining life (years) 2,285,715 $ 0.46 7/31/2025 2.58 804,000 0.46 1/27/2026 3.08 7,650,000 0.85 8/3/2026 3.59 1,606,500 0.85 2/1/2026 3.09 12,346,215 $ 0.75 3.31 Page 74 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Series B 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, 2022 and 2021, cumulative dividends in arrears on the outstanding Series B shares were $ 210,000 and $ 202,500 , respectively. Series C 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. Series D 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. 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, 2022 and 2021, the cumulative dividends in arrears on the outstanding Series D shares were $ 787,730 and $ 747,952 , 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, 2022 and 2021, the liquidation preference for Series D preferred stock was $ 5,019,410 and $ 4,979,632 , 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. On November 28, 2022, the holders of all 1,692,672 outstanding shares of Series D Preferred stock agreed to convert the preferred shares for 1,692,672 shares of common stock in addition to a cash payment of $787,730 for accrued dividends . As of December 31, 2022, the balance of $787,730 was declared by the Company’s board of directors but remained unpaid and is included in “dividends payable” on the consolidated balance sheet. As of December 31, 2022, common shares had not yet been issued in conversion of the preferred shares (Note 18). Page 75 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock repurchase On November 21, 2022 the Board of Directors of the Company approved a stock repurchase program under which management is authorized to repurchase up to 5,000,000 shares of the Company’s outstanding common stock. Repurchases under the program may be made from time to time, as the Company deems appropriate, based on a variety of factors such as share price, capital position, liquidity, financial performance, alternative uses of capital and overall market conditions. During the year ended December 31, 2022, the Company repurchased $202,980 of its common stock under this repurchase program which represents 418,696 shares. As of December 31, 2022, repurchased shares were in process and had not yet been returned to treasury and $ 202,980 is included in ‘shares to be returned to treasury’ on the consolidated balance sheet (Note 18). NOTE 15 – 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, 2022 and 2021, 300,000 shares of the Company’s common stock had been previously issued under the Plan. There were no issuances under the Plan during 2022 and 2021. NOTE 16 – BUSINESS SEGEMENTS The Company is currently organized and managed via four segments, which represent our operating units: United States antimony operations, Mexican antimony operations, precious metals recovery and United States zeolite operations. The Puerto Blanco mill and the Madero smelter at the Company’s Mexico operation bring antimony up to an intermediate or finished stage, which may be sold directly or shipped to the United States operation for finishing at the Thompson Falls, Montana plant. The Puerto Blanco mill in Mexico is the site of our crushing and flotation plant, and a cyanide leach plant which will recover precious metals after the ore goes through the crushing and flotation cycles. A precious metals recovery plant is operated in conjunction with the antimony processing plant at Thompson Falls, Montana, where a 99% precious metals mix will be produced. 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, although the Company does have a sales operation in Canada. Total Assets: December 31, 2022 December 31, 2021 Antimony United States $ 21,636,386 $ 24,130,348 Mexico 8,484,131 7,771,515 Subtotal antimony 30,120,517 31,901,863 Precious metals United States 172,004 107,464 Mexico 625,292 782,854 Subtotal precious metals 797,296 890,318 Zeolite 3,782,637 2,210,546 TOTAL $ 34,700,450 $ 35,002,727 Capital expenditures December 31, 2022 December 31, 2021 Antimony United States $ 81,931 $ 22,092 Mexico 324,961 19,488 Subtotal antimony 406,892 41,580 Precious metals 17,518 63,698 Zeolite 1,463,605 758,000 TOTAL $ 1,888,015 $ 863,278 Page 76 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Segment operations for the year ended December 31, 2022 Antimony - USA Antimony -Mexico Total antimony Precious Metals Zeolite Total Total revenues $ 6,803,848 $ 827,822 $ 7,631,670 $ 261,707 $ 3,151,330 $ 11,044,707 Depreciation and amortization $ 40,978 $ 589,877 $ 630,855 $ 110,540 $ 167,825 $ 909,220 Income (loss) from operations $ 2,307,649 $ ( 2,285,059 ) $ 22,590 $ 151,167 $ 174,448 $ 348,205 Other income (expense) 129,481 - 129,481 - ( 32,952 ) 96,529 Income tax expense ( 16,073 ) - ( 16,073 ) - - ( 16,073 ) NET INCOME (LOSS) $ 2,421,057 $ ( 2,285,059 ) $ 135,998 $ 151,167 $ 141,496 $ 428,661 Segment operations for the year ended December 31, 2021 Antimony - USA Antimony -Mexico Total antimony Precious Metals Zeolite Total Total revenues $ 4,815,524 $ - $ 4,815,524 $ 338,341 $ 2,593,641 $ 7,747,506 Depreciation and amortization $ 33,028 $ 580,174 $ 613,202 $ 107,264 $ 160,414 $ 880,880 Income (loss) from operations $ 938,914 $ ( 2,027,313 ) $ ( 1,088,399 ) $ 231,077 $ 197,065 $ ( 660,257 ) Other income (expense) 489,757 113,422 603,179 - ( 3,391 ) 599,788 NET INCOME (LOSS) $ 1,428,671 $ ( 1,913,891 ) $ ( 485,220 ) $ 231,077 $ 193,674 $ ( 60,469 ) Page 77 of 91 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 – 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. NOTE 18 – SUBSEQUENT EVENTS On January 25, 2023, the holders of 1,692,672 shares of Series D Preferred stock converted the preferred shares and the Company issued 1,692,672 shares of common stock. The Company also paid the holders $ 787,730 for dividends payable as declared on November 28, 2022 (Note 14). On January 26, 2023, in conjunction with its share repurchase plan, the Company returned to treasury and cancelled 418,696 of its common shares which were repurchased prior to December 31, 2022 for $202,980 (Note 14). On March 8, 2023, the Wadley agreement (Note 12) was amended and the due diligence period was extended to October 15, 2023. Page 78 of 91 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.