UNITED STATES ANTIMONY CORP 10-K

Item 9A. Controls and Procedures Evaluation of disclosure controls and procedures 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 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 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. Due to: (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. Page 79 of 91 Table of Contents 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 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. Item 9B. Other information . None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. Page 80 of 91 Table of Contents PART III Item 10. 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. Name Age Position John C. Gustavsen 74 Chief Executive Officer and Director Kelly J. Stopher 60 Chief Financial Officer Mitzi Hart 54 Controller, Secretary and Treasurer Dr. Blaise Aguirre 58 Director Hart W. Baitis 73 Director Lloyd Joseph Bardswich 78 Director Gary C. Evans 66 Lead Director Timothy Hasara 59 Director Dr. Corby G. Anderson 67 Director Business Experience of Directors and Executive Officers John C. 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. Mr. Gustavsen took engineering courses from 1976 through 1980, and became president and treasurer of the Company in 1983. He was promoted to CEO in 1990. Mr. Gustavsen designed a new type of production furnace for antimony trioxide that eventually produced 20 million pounds of antimony trioxide per year. Mr. 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. Mr. 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. Kelly J. Stopher – Chief Financial Officer - Mr. Stopher has served as the Company’s Chief Financial Officer since December 2021. Mr. Stopher has 30 years of experience in accounting and finance. Mr. Stopher has served as the Managing Partner of Palouse Advisory Partners, LLC since January 2018, providing Chief Financial Officer (“CFO”) services to clients. Mr. Stopher has developed strategies to implement financial management systems, internal control policies and procedures, financial reporting and modeling for numerous small-cap companies. Mr. 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. Mr. Stopher has also served as CFO for Epilog Imaging Systems, Inc. since November 2021. Mr. Stopher was previously the CFO of Zenlabs Holdings, Inc. from February 2020 to November 2021. Mr. Stopher holds a Bachelor’s degree from Washington State University in Business Administration – Accounting. He started his career in public accounting with Langlow Tolles & Company, PS, a regional CPA firm based in Tacoma, WA and has worked in various accounting and finance positions of leadership including startups, reorganizations and mature companies. Mr. Stopher is also a Certified Financial Modeling Valuation Analyst. 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. Dr. 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 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. Dr. 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 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. Page 81 of 91 Table of Contents Hart W. Baitis - Director - Mr. 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. D. in Geology in 1976. He has 46 years of experience as a minerals and exploration geologist in the United States, Canada, Central America, and Mexico. Mr. 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. Dr. Baitis is currently self-employed as a geologist. Dr. 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. (OTC: NHVCD). 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. Gary C. 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. Gary C. 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. Mr. 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. (NYSE: SWN). Mr. 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. (NYSE: CTRA). Throughout his career, Mr. Evans has raised various forms of capital on Wall Street that have exceeded $7 Billion. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. 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. Louis. 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. Mr. 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. Dr. Corby G. Anderson, PE – Dr. Corby G. Anderson, PE, joined the Board in May 2023. Dr. 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. Dr. 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. Dr. Anderson joined the Board in May 2023. Dr. Anderson has also held positions as the Harrison Western Professor at the Colorado School of Mines and President of Allihies Engineering, Incorporated. Page 82 of 91 Table of Contents 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. Page 83 of 91 Table of Contents 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. Name: Transaction Date: Filing Date: Link: Number of Transactions Gary C. Evans 1/11/23 1/17/23 SEC FORM 4 2 Gary C. Evans 12/16/22 12/21/22 SEC FORM 4 2 Gary C. Evans 12/07/22 12/12/22 SEC FORM 4 3 Gary C. Evans 12/06/22 12/09/22 SEC FORM 4 1 Joseph Bardswich 09/22/22 09/27/22 SEC FORM 4 2 Joseph Bardswich 08/22/22 08/29/22 SEC FORM 4 5 Joseph Bardswich 08/07/22 08/22/22 SEC FORM 4 7 Joseph Bardswich 02/14/22 04/12/22 SEC FORM 4 1 Joseph Bardswich 02/01/22 04/12/22 SEC FORM 4 1 Joseph Bardswich 01/31/22 04/12/22 SEC FORM 3 Code of Ethics 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. Item 11. 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; · John C. Gustavsen, Chief Executive Officer; and · Kelly J. Stopher, Chief Financial Officer · Alicia Schenk, Corporate Secretary/Treasurer Page 84 of 91 Table of Contents Summary Compensation Table 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 Year Salary Other Compensation (1) Stock awards (1) Total Russell Lawrence, President 2022 $ 121,250 $ 12,500 $ 12,500 $ 146,250 2021 110,000 - 22,500 132,500 2020 110,000 - 20,000 130,000 John C. Gustavsen, Chief Executive Officer 2022 111,250 - - 111,250 2021 100,000 - - 100,000 2020 100,000 - - 100,000 Kelly J. Stopher, Chief Financial Officer 2022 72,000 - - 72,000 2021 6,000 - - 6,000 Alicia Schenk, Corporate Secretary/Treasurer 2022 77,513 - - 77,513 2021 61,812 - - 61,812 2020 61,050 - - 61,050 (1) 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. Currently, the executive managements’ compensation only includes base salary and health insurance. The Company does not have annual performance-based salary increases, long term performance-based cash incentives, deferred compensation, retirement benefits, or disability benefits. There were not any outstanding equity awards or plan based awards to officers or directors as of December 31, 2022. Page 85 of 91 Table of Contents 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 Fees Earned paid in Cash Fees Earned paid in Stock Total Fees, Awards and Other Compensation Hartmut, Baitis, Director $ 12,500 $ 12,500 $ 25,000 Dr. Blaise Aguirre, Director 12,500 12,500 25,000 L. Joseph Bardswich, Director 12,500 12.500 25,000 Christopher Park, former Director 12,500 12,500 25,000 Total $ 50,000 $ 50,000 $ 100,000 Item 12. 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. Page 86 of 91 Table of Contents Title of Class Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Percent of Class (1) Percent of all Voting Stock Series B Preferred Excel Mineral Company P.O. Box 3800 Santa Barbara, CA 93130 750,000 100 % N/A Series C Preferred Walter Maquire, Sr. PO Box 129 Keller, VA 23401 49,091 (2) 27.6 % 0.05 % Richard A. Woods 59 Penn Circle West Penn Plaza Apts. Pittsburgh, PA 15206 48,305 (2) 27.2 % 0.04 % Dr. Warren A Evans 69 Ponfret Landing Road Brooklyn, CT 06234 48,305 (2) 27.2 % 0.04 % Edward Robinson 1007 Spruce Street, 1st floor Philadelphia, PA 19107 32,203 (2) 18.0 % 0.03 % Series C Preferred All Series C Preferred Shareholders as a Group 177,904 100 % 0.16 % Security Ownership of Certain Beneficial Owners Common Stock Russell Lawrence 6,743,147 (3) 100 % 6.25 % Common Stock All owners of 5% or more of Common Stock 6,743,147 100 % 6.25 % Security ownership of Officers and Directors Hart Baitis 573,974 5.4 % 0.53 % Blaise Aguirre 520,055 4.9 % 0.48 % L. Joseph Bardswich 278,127 2.6 % 0.26 % John C. Gustavsen 36,200 0.2 % 0.03 % Timothy Hasara 1,490,000 13.9 % 1.38 % Gary C. Evans 1,078,818 10.1 % 1.00 % Common Stock All Directors and Officers as a Group 3,977,174 100 % 3.69 % Common Stock and Preferred Stock w/voting rights All Directors and Officers as a Group 10,720,321 100 % 9.94 % All Preferred Shareholders that are officers or directors - - - Common and Preferred Voting Stock 10,720,321 100 % 9.94 % (1) 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. (2) The outstanding Series C preferred shares carry voting rights equal to the same number of shares of common stock. (3) 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. (4) 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. Page 87 of 91 Table of Contents 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)) (a) (b) (c) Equity compensation plans approved by security holders - - 500.000 Equity compensation plans not approved by security holders - - - Total - - 500,000 Item 13. 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 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, 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 Table of Contents Item 14. 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 December 31, 2022 2021 Audit Fees (1) $ 135,136 $ 125,980 Audit-Related Fees (2) - — Tax Fees (3) 12,350 11,500 All Other Fees (4) 2,031 9,965 Total $ 149,517 $ 147,445 (1) 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. (2) 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. (3) Tax fees consist of fees for professional services rendered for tax compliance. (4) [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 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules 1. EXHIBITS 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: Exhibit Number Description 3.1 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). 3.2 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) 4.1 Description of Company’s Securities Registered Pursuant to Section 12 of the Exchange Act 14.0 Code of Ethics 21.1 Subsidiaries of the Company 31.1 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. 31.2 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. 32.1 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. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _____________________ Item 16. Form 10-K Summary Not applicable. Page 90 of 91 Table of Contents SIGNATURES 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 (Registrant) By /s/ John C. Gustavsen Date: July 17, 2023 John C. Gustavsen 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. By: /s/ John C. Gustavsen Date: July 17, 2023 John C. Gustavsen, Chief Executive Officer and Director (principal executive officer) By: /s/ Kelly J. Stopher Date: July 17, 2023 Kelly J. Stopher, Chief Financial Officer (principal financial and accounting officer) By: /s/ Blaise Aguirre Date: July 17, 2023 Blaise Aguirre, Director By: /s/ Lloyd Joseph Bardswich Date: July 17, 2023 Lloyd Joseph Bardswich, Director By: /s/ Timothy Hasara Date: July 17, 2023 Timothy Hasara, Director By: /s/ Gary C. Evans Date: July 17, 2023 Gary C. Evans, Lead Director Page 91 of 91