What changed in this filing

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Item 1A. Risk Factors

2024-04-12 compared with 2023-07-18 · 133 added, 136 removed, 346 unchanged (44% of the section changed)

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Any of the following material risk factors could adversely affect our business, financial condition or operating results and could decrease the value of our common or preferred stock or other outstanding securities.

These are not all of the risks we face, and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur

These are not all of the risks we face, and other factors not presently known to us or that we currently believe are immaterial may also affect our business materially if they occur.

Financial Risks

We have experienced losses in recent years and may continue to incur losses.

We have experienced a loss from operations and a net loss in each of the fiscal years ended December 31, 2019, 2020, and 2021.

We have experienced a loss from operations and a net loss in each of the fiscal years ended December 31, 2019 to December 31, 2023 other than the fiscal year ended December 31, 2022.

We may continue to experience losses in the future.

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performance of equipment;

global conflicts;

price speculation by certain investors;

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We cannot assure you that we will not experience net losses in the future.

Continued losses may have an adverse effect on our cash balances, require us to curtail certain activities and investments, raise additional capital or sell assets.

Deferred or contingent payment obligations may create financial risk for our business

We are conducting due diligence pursuant to a preliminary agreement to acquire assets located in Mexico known as the Wadley property.

If the transaction proceeds on the terms set out in the preliminary agreement, we will be required to make an initial payment of $2 million followed by seven annual payments of $1 million (in each case, plus tax).

We cannot assure you that such efforts would be successful.

As a result, our business and financial condition could be harmed.

Continued losses may have an adverse effect on our cash balances, require us to curtail certain activities and investments, or may require us to raise additional capital or sell assets.

Macroeconomic factors, including inflation, high interest rates, recession risks, unemployment rates, rising labor costs, fiscal policy, geopolitical events, and the lagging effects of the COVID-19 pandemic, have caused downturns in key markets and created other commercial disruptions, which have and could further adversely impact our businesses.

Many macroeconomic factors affect our business and the industries and companies that purchase our products.

As a result, these macroeconomic factors have and could cause further changes to demand for our products.

These factors include:

(i) inflation;

(ii) high interest rates;

(iii) recession risks;

(iv) rising labor costs;

(v) disruptions to supply chains;

(vi) fiscal policy, (vii) geopolitical events, (viii) interruptions of international and regional commerce;

and (ix) the lagging effects of the COVID-19 pandemic.

Price erosion may occur as competitors become more aggressive in pricing practices.

To the extent that these factors increase our costs and/or reduce demand for our products and/or increase competition due to their effects on our customers and vendors, our business, financial position, results of operations and cash flows could be adversely impacted.

We may seek or require additional financing, which may not be available on acceptable terms, if at all.

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Failure to obtain such additional financing could result in the delay or indefinite postponement of further acquisitions, investments, exploration and development, curtailment of business activities or even a loss of property interests.

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Metal prices are volatile.

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If the market prices for these metals and products fall below our production, exploration or development costs for a sustained period of time, we will experience losses and may have to discontinue exploration, development or operations, or incur asset write-downs at one or more of our properties.

Business - Introduction for information on the average price of antimony for the last five years.

An extended decline in metals prices, an increase in operating or capital costs, mine accidents or closures, increasing regulatory obligations, or our inability to convert resources or exploration targets to reserves may cause us to record write-downs, which could negatively impact our results of operations.

When events or changes in circumstances indicate the carrying value of our long-lived assets may not be recoverable, we review the recoverability of the carrying value by estimating the future undiscounted cash flows expected to result from the use and eventual disposition of the asset.

Impairment must be recognized when the carrying value of the asset exceeds these cash flows.

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Our estimates of undiscounted cash flows for our long-lived assets also include an estimate of the market value of the resources and exploration targets beyond the current operating plans.

We determined no impairments were required for 2022.

If the prices of antimony or zeolite decline for an extended period of time, if we fail to control production or capital costs, if regulatory issues increase costs or decrease production, or if we do not realize the mineable ore reserves, resources or exploration targets at our mining properties, we may be required to recognize asset write-downs in the future.

If the prices of antimony or zeolite decline for an extended period of time, if we fail to control production or capital costs, if regulatory issues increase costs or decrease production, if the commercial value of fixed assets declines, or if we do not realize the mineable ore reserves, resources or exploration targets at our mining properties, we may be required to recognize asset write-downs in the future.

In addition, the perceived market value of the resources and exploration targets of our properties is dependent upon prevailing metals prices as well as our ability to discover economic ore.

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We are subject to the risk of fluctuations in the relative values of the U.S.

Dollar and Mexican Peso.

and Canadian Dollar and Mexican Peso.

We may be adversely affected by foreign currency fluctuations.

Certain of our assets are located in Mexico.

Our expenses relative to our Mexican assets, and in certain cases those assets themselves, may be denominated in Mexican Pesos.

Our expenses relative to our Mexico assets, and in certain cases those assets themselves, may be denominated in Mexican Pesos.

Fluctuations in the exchange rates between the U.S.

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If Mexico experiences substantial inflation in the future, the Company’s costs in peso terms will increase significantly, subject to movements in applicable exchange rates.

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Our liabilities for environmental reclamation may exceed the amounts accrued on our financial statements.

Also, we sell zeolite to customers in Canada in Canadian dollars.

Significant fluctuations in the exchange rates between the U.S.

Dollar and the Canadian Dollar may therefore have a material adverse effect on the Company’s financial results.

Our liabilities for environmental reclamation and retirement and safety may exceed the amounts accrued on our financial statements.

Our research, development, manufacturing and production processes involve the controlled use of hazardous materials, and we are subject to various environmental and occupational safety laws and regulations governing the use, manufacture, storage, handling, and disposal of hazardous materials and some waste products.

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In the event of an accident, we could be held liable for any damages that result and any liability could exceed our financial resources.

We also have one ongoing environmental reclamation and remediation project at our current production facility in Montana.

Adequate financial resources may not be available to ultimately finish the reclamation activities if changes in environmental laws and regulations occur, and these changes could adversely affect our cash flow and profitability.

We expect to have environmental reclamation obligations, and may be liable for environmental contamination, on our other current and former mining properties and processing facilities.

We also have ongoing reclamation and retirement projects at our facilities.

Adequate financial resources may not be available to ultimately finish the reclamation and retirement activities if changes in environmental laws and regulations occur, and these changes could adversely affect our cash flow and profitability.

We do not have environmental liability insurance now, and we do not expect to be able to obtain insurance at a reasonable cost.

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mineral reserves, resources, and exploration targets that are the basis for future income and cash flow estimates and units-of-production depreciation, depletion and amortization calculations;

environmental, reclamation and closure obligations;

environmental reclamation and retirement obligations;

permitting and other regulatory considerations;

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valuation of business combinations;

asset valuations;

future foreign exchange rates, inflation rates and applicable tax rates;

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For additional information, see Critical Accounting Estimates in Item 7.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations , Note 2 of Notes to Consolidated Financial Statements.

Risks Related to Our Operations and the Mining Industry

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 of the Notes to Consolidated Financial Statements in this Annual Report.

Operational and Mining Industry Risks

Mining is an inherently speculative business.

The properties on which we have the right to mine for precious minerals are not known to have any proven and probable mineral reserves and we have proceeded to extract minerals without having completed the technical work required to declare a mineral reserve.

If we are unable to extract antimony, zeolite or other minerals which can be mined at a profit, our business could fail.

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Natural resource mining, and precious metal mining, in particular, is a business that by its nature is speculative.

We have not completed an S-K 1300 technical report summary, nor have we declared proven and probable mineral reserves on any of our properties.

Where applicable, we have commenced extraction activities prior to identifying a mineral reserve.

There is a strong possibility that we will not discover antimony, zeolite, or any other minerals which can be mined or extracted at a profit.

Even if we do discover and mine precious metal deposits, the deposits may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from mining it.

Few properties that are explored are ultimately developed into producing mines, and mines that are developed may not be profitable.

Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.

If we are unable to extract antimony, zeolite or other minerals which can be mined at a profit, our business could fail.

Natural disasters, public health crises (including COVID-19), political crises, and other catastrophic events or other events outside of our control may materially and adversely affect our business or financial results.

The properties on which we have the right to mine are not known to have any proven and probable reserves.

We extracted zeolite without completing the technical work required to declare a mineral reserve.

If we are unable to extract zeolite at a profit, our business could fail.

Mining is a business that by its nature is speculative.

We have not completed an S-K 1300 technical report summary, nor have we declared proven and probable mineral reserves at our BRZ plant where we are extracting zeolite.

If we are unable to extract zeolite at a profit, our zeolite business could fail.

We are substantially dependent on a few significant customers and the ordering levels for our products may vary based on customer needs.

Further, we face significant risks associated with changes in our relationship with these significant customers.

Historically, most of our revenues are concentrated with a limited number of customers.

Some of the markets we serve have a limited number of customers.

In 2023, three customers accounted for more than 10% of our consolidated revenues, and our three largest customers accounted for 46% of our consolidated revenues.

Additionally, not all our customers make purchases every year.

Because of this variability, we believe that comparisons of our operating results in any quarterly period may not be a reliable indicator of future performance.

Additionally, if our relationships with our significant customers should change materially, it could be difficult for us to immediately and profitably replace lost sales in a market with such concentration, which could have a material adverse effect on our operating and financial results.

We could be adversely impacted by decreased customer demand for our products due to (i) the impact of current or future economic conditions on our customers, (ii) our customers’ loss of market share to their competitors that do not use our products, and (iii) our loss of market share with our customers.

We could lose market share with our customers to our competitors or to our customers themselves, should they decide to become more vertically integrated and produce the products that we currently provide.

In addition, even if our customers continue to do business with us, we could be adversely affected by a number of other potential developments with our customers.

The inability or failure of our customers to meet their contractual obligations could have a material adverse effect on our business, financial position and results of operations.

If we are unable to deliver products to our customers in accordance within the timeframe outlined in the order, the revenue associated with that order as well as future orders from that customer may not occur, which could have an adverse affect on the results of our operations and financial condition.

A material change in payment terms with a significant customer could have a material adverse effect on our short-term cash flows.

The concentration of our customer base may enable our customers to demand certain pricing and other terms unfavorable to us and make us more vulnerable to changes in demand by or issues with a given customer.

Natural disasters, public health crises, political crises, and other catastrophic events or other events outside of our control may materially and adversely affect our business or financial results.

If any of our facilities or the facilities of our suppliers, third-party service providers, or customers is affected by natural disasters, such as earthquakes, floods, fires, power shortages or outages, public health crises (such as pandemics and epidemics), political crises (such as terrorism, war, political instability or other conflict), or other events outside of our control, our operations or financial results could suffer.

Any of these events could materially and adversely impact us in a number of ways, including through decreased production, increased costs, decreased demand for our products due to reduced economic activity or other factors, or the failure by counterparties to perform under contracts or similar arrangements.

Our business could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the recent outbreak of novel coronavirus (COVID-19).

A significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect our planned operations.

Such events could result in the complete or partial closure of our operations.

In addition, it could impact economies and financial markets, resulting in an economic downturn that could impact our ability to raise capital.

The pandemic that has been going on for the past two years has specifically affected our ability to obtain supplies and services to maintain our business.

This ongoing health crisis has reduced the ability of the regulating agencies to process our permits on a timely basis which could delay our ability to operate at maximum efficiency.

Our ability to obtain and retain qualified employees has also been adversely affected by this global health crisis.

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

The extent of the impact of COVID-19 and any subsequent variants on our business and financial results will also depend on future developments, including the duration and spread of the outbreak within the markets in which we operate and the related impact on prices, demand, creditworthiness and other market conditions and governmental reactions, all of which are highly uncertain.

Such events could result in the complete or partial closure of our operations, as well as the domestic and global economies and financial markets, resulting in an economic downturn that could impact our ability to raise capital.

Increases in energy costs may adversely affect our business, financial position, results of operations and liquidity.

Energy costs, including electrical power costs, represent one of the larger components of our cost of goods sold.

As a result, the availability of electricity and other energy costs at competitive prices is critical to the profitability of our operations.

In the U.S., our facilities receive all their electricity requirements under market-based electricity contracts.

These market-based contracts expose us to price volatility and fluctuations due to factors beyond our control and without any direct relationship to the price of our products.

For example, extreme weather events throughout 2022 across the United States resulted in increases to power prices More recently, market disruptions in global energy markets related to the war in Ukraine caused significant increases in market-based power prices.

Market-based electricity contracts expose us to market price volatility and fluctuations driven by, among other things, coal and natural gas prices, renewable energy production, regulatory changes and weather events, in each case, without any direct relationship to the price of our products.

There can be no assurance that our market-based power supply arrangements will result in favorable electricity costs.

Any increase in our electricity and other energy prices not tied to corresponding increases in the prices for the commodities we sell could have a material adverse effect on our business, financial position, results of operations and liquidity.

Mining accidents or other adverse events at an operation could decrease our anticipated production or otherwise adversely affect our operations.

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An accident or injury to a person at or near one of our operations could have a material adverse effect on our financial condition and results of operations.

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We may not be able to maintain the infrastructure necessary to conduct mining activities.

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Earthquakes, heavy rains, snowstorms, and floods could result in serious damage to or the destruction of facilities, equipment or means of access to our property, or could occasionally prevent us temporarily from conducting mining activities on our property.

[Because of their rural location and the lack of developed infrastructure in the area, our mineral properties in Montana and Idaho are occasionally impassable during the winter season.] During this time, it may be difficult for us to access our property, maintain production rates, make repairs, or otherwise conduct mining activities on them.

Certain of our mining properties and smelter operations are located in Mexico and may be subject to geo-political risk.

Certain of our mining properties and smelter operations are located in Mexico.

Because of their rural location and the lack of developed infrastructure in the area, our mineral properties in Montana and Idaho are occasionally impassable during the winter season.

During this time, it may be difficult for us to access our property, maintain production rates, make repairs, or otherwise conduct mining activities on them.

Certain operations are in Mexico and may be subject to geo-political risk.

Certain operations are in Mexico.

Any political or social disruptions unique to Mexico would have a material impact on our operations, financial performance and stability.

Additionally, our properties and projects are subject to the laws of Mexico, and we may be negatively impacted by the existing laws and regulations of that country, as they apply to mineral exploration, land ownership, royalty interests and taxation, and by any potential changes of such laws and regulations.

Any changes in regulations or shifts in political conditions are beyond our control or influence and may adversely affect our business, or if significant enough, may result in the impairment or loss of mineral concessions or other mineral rights, or may make it impossible to continue its mineral exploration and mining activities in such areas.

Our operations are subject to hazards and risks normally associated with the exploration and development of mineral properties.

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Such liabilities may have a material adverse effect on our financial condition and operations and could reduce or eliminate any future profitability and result in increased costs and a decline in the value of our securities.

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Our non-extractive properties may not be brought into a state of commercial production.

Our non-extractive properties may not be brought into the state of commercial production.

Development of mineral properties involves a high degree of risk and few properties that are explored are ultimately developed into producing mines.

The commercial viability of a mineral deposit is dependent upon a number of factors which are beyond our control, including the attributes of the deposit, commodity prices, government policies and regulation and environmental protection.

The commercial viability of a mineral deposit depends on factors beyond our control, including the deposit's attributes, commodity prices, government policies and regulation and environmental protection.

Fluctuations in the market prices of minerals may render reserves and deposits containing relatively lower grades of mineralization uneconomic.

The development of our non-extractive properties will require obtaining land use consents, permits and the construction and operation of mines, processing plants and related infrastructure.

We are subject to all of the risks associated with establishing new mining operations, including:

We are subject to all the risks associated with establishing new mining operations, including:

the timing and cost, which can be considerable, of the construction of mining and processing facilities and related infrastructure;

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Capital costs, operating costs, production and economic returns and other estimates may prove to differ significantly from those used by us to decide to commence extraction, and there can be no assurance that our actual capital and operating costs will not be higher than currently anticipated.

As a result of higher capital and operating costs, production and economic returns may differ significantly from those we have anticipated.

Due to higher capital and operating costs, production and economic returns may differ significantly from those we anticipated.

We may face equipment shortages, access restrictions and lack of infrastructure.

Natural resource exploration, development and mining activities are dependent on the availability of mining, drilling and related equipment in the particular areas where such activities are conducted.

Natural resource exploration, development and mining activities are dependent on the availability of mining, drilling and related equipment in the areas where such activities are conducted.

A limited supply of such equipment or access restrictions may affect the availability of such equipment to us and may delay exploration, development or extraction activities.

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A delay in obtaining necessary equipment for mineral exploration, including drill rigs, could have a material adverse effect on our operations and financial results.

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Mining, processing, development and exploration activities also depend, to one degree or another, on the availability of adequate infrastructure.

Reliable roads, bridges, power sources, fuel and water supply and the availability of skilled labor and other infrastructure are important determinants that affect capital and operating costs.

The establishment and maintenance of infrastructure, and services are subject to a number of risks, including risks related to the availability of equipment and materials, inflation, cost overruns and delays, political or community opposition and reliance upon third parties, many of which are outside our control.

The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay development or ongoing operation of our projects.

Exploration of mineral properties is less intrusive, and generally requires fewer surface and access rights, than properties developed for mining.

The establishment and maintenance of infrastructure, and services are subject to several risks, including risks related to the availability of equipment and materials, inflation, cost overruns and delays, political or community opposition and reliance upon third parties, many of which are outside our control.

The lack of availability of acceptable terms or the delay in the availability of any one or more of these items could prevent or delay the development or ongoing operation of our projects.

Exploration of mineral properties is less intrusive and requires fewer surface and access rights than properties developed for mining.

No assurances can be provided that we will be able to secure required surface rights on favorable terms, or at all.

Any failure by us to secure surface rights could prevent or delay development of our projects.

Any failure by us to secure surface rights could prevent or delay the development of our projects.

Insurance may not be available to us.

Mineral exploration is subject to risks of human injury, environmental and legal liability and loss of assets.

Mineral exploration and processing is subject to risks of human injury, environmental and legal liability and loss of assets.

We may elect not to have insurance for certain risks because of the high premiums associated with insuring those risks or, in some cases, insurance may not be available for certain risks.

Occurrence of events for which we are not insured could have a material adverse effect on our financial position or results of operations.

Our business depends on availability of skilled personnel and good relations with employees.

The occurrence of events for which we are not insured could have a material adverse effect on our financial position or results of operations.

Our business depends on the availability of skilled personnel and good relations with employees.

We are dependent upon the ability and experience of our executive officers, managers, employees, contractors and their employees, and other personnel, and we cannot assure you that we will be able to attract or retain such employees or contractors.

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We rely on a variety of information technology and automated systems to manage and support our operations.

For example, we depend on our information technology systems for financial reporting, data base management, operational and investment management and internal communications.

For example, we depend on our information technology systems for financial reporting, database management, operational and investment management and internal communications.

These systems contain our proprietary business information and personally identifiable information of our employees.

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Our systems and those of third-party providers, could be vulnerable to damage or disruption caused by catastrophic events, power outages, natural disasters, computer system or network failures, viruses, ransomware or malware, physical or electronic break-ins, unauthorized access, or cyber-attacks.

Any security breach could compromise our networks, and the information contained there-in could be improperly accessed, disclosed, lost or stolen.

We have experienced cybersecurity incidents, primarily related to phishing emails, and may in the future experience, whether directly or indirectly, cybersecurity incidents.

While prior incidents have not materially affected our business strategy, results of operations, or financial condition, there is no guarantee that a future cyber incident would not materially affect our business strategy, results of operations, or financial condition.

Any security breach could compromise our networks, and the information contained therein could be improperly accessed, disclosed, lost or stolen.

Because techniques used to sabotage, obtain unauthorized access to systems or prohibit authorized access to systems change frequently and generally are not detected until successfully launched against a target, we may not be able to anticipate these attacks nor prevent them from harming our business or network.

Any unauthorized activities could disrupt our operations, damage our reputation, be costly to fix or result in legal claims or proceedings, any of which could adversely affect our business, reputation or operating results.

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Competition from other mining companies may harm our business.

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for rights to mine properties.

Risks Relating to Our Organization and Common Stock

Organizational and Common Stock Risks

Our Articles of Incorporation allow for our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

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In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

If we lose John Gustavsen, our Chief Executive Officer, or any of our other key personnel, we may encounter difficulty replacing their expertise, which could impair our ability to implement our business plan successfully.

We believe that our ability to implement our business strategy and our future success depends on the continued employment of our management team, in particular our President, Russell Lawrence, and our Chief Executive Officer, John Gustavsen.

Our management team, who have extensive experience in the mining industry, may be difficult to replace.

If we lose any of our key personnel, we may encounter difficulty replacing their expertise, which could impair our ability to implement our business plan successfully.

We believe that our ability to implement our business strategy and our future success depends on the continued employment of our management team.

The loss of the technical knowledge and mining industry expertise of these key employees could make it difficult for us to execute our business plan effectively and could cause a diversion of resources while we seek replacements.

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If we are unable to acquire the talents we seek, we could experience higher operating costs, poorer results, and an overall lack of success in implementing our business plans.

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The price of our common stock has a history of volatility and could decline in the future.

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our results of operations and financial condition as reflected in our public news releases or periodic filings with the SEC;

factors unrelated to our financial performance or future prospects, such as global economic developments, market perceptions of the attractiveness of particular industries, or the reliability of metals markets;

factors unrelated to our financial performance or prospects, such as global economic developments, market perceptions of the attractiveness of industries, or the reliability of metals markets;

political and regulatory risk;

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The ability of a purchaser of shares to recover all, or any portion, of the purchase price for the shares, in that event, will depend on the amount of funds realized and the claims to be satisfied by those funds.

Our Series B preferred stock has a liquidation preference of $1.00 per share or $750,000.

If we were liquidated, holders of our preferred stock would be entitled to receive approximately $750,000 (plus any accrued and unpaid dividends) from any liquidation proceeds before holders of our common stock would be entitled to receive any proceeds.

Our Series B preferred stock has a liquidation preference of $1.00 per share or $750,000 plus accumulated dividends.

If we were liquidated, holders of our preferred stock would be entitled to receive approximately $750,000 plus any accumulated and unpaid dividends from any liquidation proceeds before holders of our common stock would be entitled to receive any proceeds.

Our Series C preferred stock has a liquidation preference of $0.55 per share or $97,847.

If we were liquidated, holders of our preferred stock would be entitled to receive approximately $97,847 (plus any accrued and unpaid dividends) from any liquidation proceeds before holders of our common stock would be entitled to receive any proceeds, but after holders of all notes issued under the indenture governing our Senior Notes received any proceeds.

Our Series D preferred stock has a liquidation preference of $2.50 per share or $4,231,680.

If we were liquidated, holders of our preferred stock would be entitled to receive approximately $5,019,410 (plus any accrued and unpaid dividends) from any liquidation proceeds before holders of our common stock would be entitled to receive any proceeds, but after holders of all notes issued under the indenture governing our Senior Notes received any proceeds.

If we were liquidated, holders of our preferred stock would be entitled to receive approximately $97,847 from any liquidation proceeds before holders of our common stock would be entitled to receive any proceeds.

We do not expect to pay dividends to our stockholders in the foreseeable future.

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Our directors will determine if and when dividends should be declared and paid in the future based on our financial position at the relevant time.

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The issuance of additional equity securities in the future could adversely affect holders of common stock.

The issuance of additional equity securities in the future could adversely affect holders of our common stock.

The market price of our common stock may be influenced by any preferred or common stock or options, warrants, convertible debt or other rights to acquire any preferred or common stock we may issue.

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In addition, amendment of most of the provisions described above requires approval of at least 80% of the outstanding voting stock.

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Legal, Regulatory, and Compliance Risks

As a public company, we are obligated to develop and maintain proper and effective disclosure controls and procedures and internal control over financial reporting, and if we fail to develop and maintain an effective system of disclosure controls and procedures and internal control over financial reporting, our ability to produce timely and accurate financial statements and other required disclosures and to comply with applicable laws and regulations could be impaired.

As a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting.

If we fail to develop and maintain an effective system of internal control over financial reporting, our ability to produce timely and accurate financial statements and other required disclosures and to comply with applicable laws and regulations could be impaired.

Also, if deficiencies in our internal control over financial reporting are not properly remediated, it could adversely affect our business and results of operations.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of NYSE American, and other applicable securities rules and regulations.

Compliance with these rules and regulations may be difficult, time-consuming, or costly, and compliance may increase demand on our systems and resources.

Compliance with these rules and regulations may be difficult, time-consuming, or costly, and compliance may increase demand on processes, systems, and resources.

The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting and that we refrain from making any loans to our executive officers and directors.

Although we have attempted to comply with applicable regulations, we have identified several compliance problems that we are seeking to remedy.

For example, in 2022, we loaned $6,500 to a former executive officer in violation of the Sarbanes-Oxley Act.

Our management has concluded that as at December 31, 2022, neither our disclosure controls and procedures nor our internal control over financial reporting was effective.

In early 2023, we determined that a former employee, who had previously held significant financial responsibilities within our company, misappropriated approximately $21,510 of our funds in 2020 through 2023 for personal benefit.

A full investigation ensued and the former employee was approached.

The former employee executed a promissory note in favor of our company in the amount of $21,310 in June 2023, and has recently begun making payments due under the obligation.

The note bears interest at twelve percent (12%) per annum with monthly payments of $500.

To date the former employee has re-paid $700.

We failed to file our Form 10-K annual report for fiscal 2022 and Form 10-Q report for the quarter ended March 31, 2023 on a timely basis.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting.

Management reviews the Company’s internal control over financial reporting to determine if it is effective.

A control deficiency exists when the design, operation, or lack of a control does not allow management or employees to prevent, or detect, and correct, misstatements on a timely basis.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

As described in “Item 9A.

Controls and Procedures” of this Annual Report, we have concluded that our internal control over financial reporting was ineffective as of December 31, 2023 due to material weaknesses in our internal control over financial reporting.

The identified material weaknesses related primarily to lack of segregation of duties.

We intend to take the necessary steps to remediate these material weaknesses.

However, we cannot assure you that we will be successful in implementing effective internal control over financial reporting during 2024 or that, once implemented, such controls will remain effective.

It may require significant resources and management oversight to effectively comply with our regulatory obligations and to avoid future violations.

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We may be unable to comply despite such efforts.

Any failure to comply with applicable regulations could adversely affect our ability make accurate and timely financial and other disclosures to investors, attract and maintain key personnel and investors, and use our funds for intended purposes.

Any failure to comply with applicable regulations could adversely affect our stock price and our ability to make accurate and timely financial and other disclosures to investors, attract and maintain key personnel and investors, and use our funds for intended purposes.

It may also subject us to the risk of litigation or regulatory enforcement actions against us.

We have identified material weaknesses in our internal control over financial reporting and deficiencies in our disclosure controls and procedures, that, if not properly remediated, could adversely affect our business and results of operations.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described in “Item 9A.

Controls and Procedures,” we have concluded that our internal control over financial reporting was ineffective as of December 31, 2022 due to material weaknesses in our internal control over financial reporting.

The identified material weaknesses related to lack of segregation of duties

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We have also concluded that our disclosure controls and procedures were ineffective as of December 31, 2022, in part due to the material weaknesses in our internal control over financial reporting, and in part due to limited accounting and finance personnel, lack of segregation of duties,

As further described in “Item 9A.

Controls and Procedures,” we intend to take the necessary steps to remediate these material weaknesses and deficiencies.

However, we were unable to resolve these matters during our 2022 fiscal year and cannot assure you that we will be successful in implementing effective internal control over financial reporting and disclosure controls and procedures during 2023 or that, once implemented, such controls will remain effective.

Implementing any further changes to our internal and disclosure controls may distract our officers and employees and entail material costs to implement new processes and/or modify our existing processes.

Moreover, these changes do not guarantee that we will be effective in maintaining the adequacy of our internal and disclosure controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements and other required disclosures on a timely basis, could harm our business.

In addition, investors’ perceptions that our internal and disclosure controls are inadequate or that we are unable to produce accurate financial statements and other disclosures on a timely basis may harm the price of our common stock.

We may be unable to comply with NYSE American continued listing standards and our common stock may be delisted from the NYSE American market, which would likely cause the liquidity and market price of the common stock to decline.

Our common stock is currently listed on the NYSE American.

We are subject to the continued listing criteria of the NYSE American and such exchange will consider suspending dealings in, or delisting, securities of an issuer that does not meet its continued listing standards.

We are subject to the continued listing standards of the NYSE American and such exchange will consider suspending dealings in, or delisting, securities of an issuer that does not meet its continued listing standards.

We may not be able to satisfy these requirements.

In the past, NYSE American has notified us of certain alleged violations by our company of the NYSE American continued listing requirements.

In addition, subsequent to our most recent fiscal year end, we determined that one of the members of our Board’s Audit Committee, Joseph Bardswich, did not satisfy the SEC and NYSE American independence requirements applicable to an Audit Committee member, because he was concurrently receiving compensation for serving as our geologic and investor relations consultant.

In addition, in early fiscal year 2023, we determined that one of the members of our Board’s Audit Committee, Joseph Bardswich, did not satisfy the SEC and NYSE American independence requirements applicable to an Audit Committee member, because he was concurrently receiving compensation for serving as our geologic and investor relations consultant.

We believe that we have regained compliance with the Audit Committee independence requirements by replacing Mr.

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However, we cannot assure you that our past deficiencies will not affect the continued listing of our common stock on the NYSE American.

In order to maintain our NYSE American listing, we must maintain certain objective standards, such as corporate governance requirements, share prices, shareholders’ equity, market capitalization and, share distribution targets.

To maintain our NYSE American listing, we must maintain certain standards, such as various corporate governance standards as well as minimum levels or values related to share price, shareholders’ equity balance, market capitalization value, and various share distribution levels.

In addition to objective standards, the NYSE American may delist the securities of any issuer, among other reasons, if the issuer sells or disposes of principal operating assets, ceases to be an operating company or has discontinued a substantial portion of its operations or business for any reason or the NYSE American otherwise determines that the securities are unsuitable for continued trading.

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A delisting of our common stock could also adversely affect our reputation, ability to raise funds through the sale of equity or securities convertible into equity and the terms of any such fundraising, the liquidity and market price our common stock and the ability of broker-dealers to purchase the common stock.

We face substantial governmental regulation, including the Mine Safety and Health Act, various environmental laws and regulations and the 1872 Mining Law.

We face substantial governmental regulations, including the Mine Safety and Health Act, various environmental laws and regulations and the 1872 Mining Law.

Our business is subject to extensive U.S.

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Possible future laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of operations and delays in the development of new properties.

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surface and underground mines like those at our Preston Operations are inspected at least quarterly by MSHA, which inspections often lead to notices of violation under the Mine Safety and Health Act.

Our facilities or mines at Preston Idaho could be subject to a temporary or extended shutdown as a result of a violation alleged by MSHA.

surface and underground mines like those at our Preston Operations are inspected periodically by MSHA, which inspections often lead to notices of violation under the Mine Safety and Health Act.

Our facilities or mines at Preston Idaho could be subject to a temporary or extended shutdown due to a violation alleged by MSHA.

For more information on the status of inspections by MSHA, see Note 10 of the Notes to Consolidated Financial Statements in this Annual Report for the status of MSHA inspections.

Some mining laws prevent mining companies that have been found to (i) have engaged in environmentally harmful conduct or (ii) be responsible for environmentally harmful conduct engaged in by affiliates or other third parties, including in other jurisdictions, from maintaining current or obtaining future permits until remediation or restitution has occurred.

If we are found to be responsible for any such conduct, our ability to operate existing projects or develop new projects might be impaired until we satisfy costly conditions.

We cannot assure you that we will at all times be in compliance with applicable laws, regulations and permitting requirements.

We cannot assure you that we will always be in compliance with applicable laws, regulations and permitting requirements.

Failure to comply with applicable laws, regulations and permitting requirements may result in lawsuits or regulatory actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, which may require corrective measures including capital expenditures, installation of additional equipment or remedial actions.

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In addition to existing regulatory requirements, legislation and regulations may be adopted, regulatory procedures modified, or permit limits reduced at any time, any of which could result in additional exposure to liability, operating expense, capital expenditures or restrictions and delays in the mining, production or development of our properties.

Mining accidents and fatalities or toxic waste releases, whether or not at our mines or related to metals mining, may increase the likelihood of additional regulation or changes in law or enhanced regulatory scrutiny.

Mining accidents and fatalities or toxic waste releases, whether at our mines or related to metals mining, may increase the likelihood of additional regulation or changes in law or enhanced regulatory scrutiny.

In addition, enforcement or regulatory tools and methods available to regulatory bodies such as MSHA or the U.S.

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Congress considers proposed amendments to the 1872 Mining Law, which governs mining claims and related activities on federal lands.

The extent of any future changes is not known and the potential impact on us as a result of U.S.

The extent of any future changes is not known and the potential impact on us because of U.S.

Congressional action is difficult to predict.

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New or revised environmental regulatory requirements are frequently proposed, many of which result in substantially increased costs for our business.

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operations are subject to the Clean Water Act, which requires permits for certain discharges into waters of the United States.

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Adverse outcomes in lawsuits challenging permits or failure to comply with applicable regulations or permits could result in the suspension, denial, or revocation of required permits, or the imposition of penalties, any of which could have a material adverse impact on our cash flows, results of operations, or financial condition.

See Note 12 of Notes to Consolidated Financial Statements .

Some of the mining wastes from our U.S.

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The owner or operator also may be liable to federal, state and tribal governmental entities for the cost of damages to natural resources, which could be substantial.

Additional regulations or requirements also are imposed on our tailings and waste disposal areas in Alaska under the federal Clean Water Act.

See Note 12 of Notes to Consolidated Financial Statements .

Additional regulations or requirements also are imposed on our tailings and waste disposal areas under the federal Clean Water Act.

Legislative and regulatory measures to address climate change and greenhouse gas emissions are in various phases of consideration.

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Moreover, exposure to these liabilities arises not only from our existing but also from closed operations, operations sold to third parties, or operations in which we had a leasehold, joint venture, or other interest.

Because liability under CERCLA is often alleged on a joint and several basis against any property owner or operator or arranger for the transport of hazardous waste, and because we have been in operation since 1969 1891, our exposure to environmental claims may be greater because of the bankruptcy or dissolution of other mining companies which may have engaged in more significant activities at a mining site than we but which are no longer available for governmental agencies or other claimants to make claims against or obtain judgments from.

Because liability under CERCLA is often alleged on a joint and several basis against any property owner or operator or arranger for the transport of hazardous waste, and because we have been in operation since around 1968, our exposure to environmental claims may be greater because of the bankruptcy or dissolution of other mining companies which may have engaged in more significant activities at a mining site than we but which are no longer available for governmental agencies or other claimants to make claims against or obtain judgments from.

Similarly, there is also the potential for claims against us based on agreements entered into by certain affiliates and predecessor companies relating to the transfer of businesses or properties, which contained indemnification provisions relating to environmental matters.

In each of the types of cases described in this paragraph, the government (federal or state) or private parties could seek to hold the Company liable for the actions of their subsidiaries or predecessors.

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The laws and regulations, changes in such laws and regulations, and lawsuits and enforcement actions described in this risk factor could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions against us.

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federal and state laws and regulations and by laws and regulations in the foreign jurisdictions in which we operate to reclaim our mining properties.

The specific requirements may change and vary among jurisdictions, but they are similar in that they aim to minimize long term effects of exploration and mining disturbance by requiring the control of possible deleterious effluents and re-establishment to some degree of pre-disturbance land forms and vegetation.

The specific requirements may change and vary among jurisdictions, but they are similar in that they aim to minimize long term effects of exploration and mining and processing disturbance by requiring the control of possible deleterious effluents and re-establishment to some degree of pre-disturbance land forms and vegetation.

In some cases, we are required to provide financial assurances as security for reclamation costs, which may exceed our estimates for such costs.

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To the extent any such initiative was passed and became law, there could be a material adverse impact on our financial condition, results of operations or cash flows.

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We cannot guarantee title to all of our properties.

We cannot guarantee title to all of its properties as the properties may be subject to prior mineral rights applications with priority, prior unregistered agreements or transfers or indigenous peoples' land claims, and title may be affected by undetected defects.

We cannot guarantee title to all our properties as the properties may be subject to prior mineral rights applications with priority, prior unregistered agreements or transfers or indigenous peoples' land claims, and title may be affected by undetected defects.

Certain of the mineral rights held by us are held under applications for mineral rights or are subject to renewal applications and, until final approval of such applications is received, our rights to such mineral rights may not materialize and the exact boundaries of the Company's properties may be subject to adjustment.

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There is uncertainty as to the termination and renewal of our mining concessions.

Under the laws of Mexico, mineral resources belong to the state and government.

Therefore, concessions are required in both countries to explore or exploit mineral reserves.

In Mexico, our mineral rights derive from concessions granted, on a discretionary basis, by the Ministry of Economy, pursuant to Mexican mining law and regulations thereunder.

Under the laws of Mexico, mineral resources belong to the state, and therefore, concessions are required to explore or exploit mineral reserves.

In Mexico, mineral rights derive from concessions granted, on a discretionary basis, by the Ministry of Economy, pursuant to Mexican mining law and regulations thereunder.

Mining concessions in Mexico may be terminated if the obligations of the concessioner are not satisfied.

In Mexico, we are obligated, among other things, to explore or exploit the relevant concession, to pay any relevant fees, to comply with all environmental and safety standards, to provide information to the Ministry of Economy and to allow inspections by the Ministry of Economy.

Any termination or unfavorable modification of the terms of one or more of our concessions, or failure to obtain renewals of such concessions subject to renewal or extensions, could have a material adverse effect on our financial condition and prospects.

Any termination or unfavorable modification of the terms of one or more of our concessions, or failure to obtain renewals of such concessions subject to renewal or extensions, could have an adverse effect on our financial condition and prospects.

Mexican economic and political conditions, as well as drug-related violence, may have an adverse impact on our business.

The Mexican economy is highly sensitive to economic developments in the United States, mainly because of its high level of exports to this market.

Other risks in Mexico are increases in taxes on the mining sector and higher royalties, such as those enacted in 2013.

Other risks in Mexico are increases in taxes on the mining sector, higher royalties, and increased government regulations, requirements, and restrictions on Value Added Tax (“VAT” or “IVA”) refunds.

As has occurred in other metal producing countries, the mining industry may be perceived as a source of additional fiscal revenue.

In addition, public safety organizations in Mexico are under significant stress, as a result of drug-related violence.

In addition, public safety organizations in Mexico are under significant stress, because of drug-related violence.

This situation creates potential risks, particularly for transportation of minerals and finished products, which may affect a small portion of our production.

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The potential risks to our operations might increase if the violence spreads to our areas of production.

Because we have significant operations in Mexico, we cannot provide any assurance that political developments and economic conditions, including any changes to economic policies or the adoption of other reforms proposed by existing or future administrations in Mexico, or the advent of drug-related violence in the country, will have no material adverse effect on market conditions, the prices of our securities, our ability to obtain financing, our results of operations or our financial condition.

As described in the “ Recent Developments ” section in this Annual Report, the Company announced the shutdown of the operational activities of USAMSA, which primarily includes USAMSA’s Madero and Puerto Blanco antimony and precious metals plants in Mexico.

The Company intends to sell or lease its USAMSA entity, operations, or assets over the next year.

However, we cannot provide any assurance that political developments and economic conditions in Mexico, including any changes to economic policies, changes to government regulations, requirements, and restrictions on VAT refunds, the adoption of other reforms proposed by existing or future administrations in Mexico, or the advent of drug-related violence in the country, will have no material adverse effect on the price of our securities, our ability to obtain financing, and our results of operations or financial condition.

Mexican inflation, restrictive exchange control policies and fluctuations in the peso exchange rate may adversely affect our financial condition and results of operations.

Although all of our Mexican operations’ sales of metals are priced and invoiced in U.S.

Although all our Mexican operations’ sales of metals are priced and invoiced in U.S.

dollars, a substantial portion of its costs are denominated in pesos.

Accordingly, when inflation in Mexico increases without a corresponding depreciation of the peso, the net income generated by our Mexican operations is adversely affected.

Inflation in Mexico was 7.8% in 2022, 7.4% in 2021 and 3.2% in 2020.

The value of the peso appreciated by 5.9% against the U.S.

dollar in 2022 after depreciating by 3.2% and 5.9% in 2021 and 2020 respectively.

The peso has been subject in the past to significant volatility, which may not have been proportionate to the inflation rate and may not be proportionate to the inflation rate in the future.

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dollar-denominated obligations and could have an adverse effect on our business and financial condition.

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Not realizing the value of our USAMSA assets in Mexico upon sale, lease, or disposal may adversely affect our results of operations and financial condition.

The Company may not be able to obtain the value it expects or the net book value of its USAMSA assets upon sale or lease and the Company may not be able to sell or lease the assets of USAMSA, which would adversely affect the results of operations and financial condition.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors