What changed in this filing

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Item 9A. Controls and Procedures

2024-04-12 compared with 2023-07-18 · 222 added, 259 removed, 129 unchanged (79% of the section changed)

1 unchanged sentence

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.

As of the end of the period covered by this Annual Report, 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:

13 unchanged sentences

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.

This is due primarily to the limited staff and small size of the Company, although internal controls have improved over the fiscal year with the replacement of the chief financial officer and controller.

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

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

1 unchanged sentence

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

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Management’s Remediation Initiatives

5 unchanged sentences

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.

Management’s remediation initiatives include replacing the Company’s chief financial officer and controller with experienced personnel in these areas.

These personnel have experience with public company financial reporting and designing and implementing effective internal control environments.

Our chief financial officer was trained as an auditor and an information technology auditor at the public accounting firm of Ernst & Young LLP, and audited public companies, information technology departments, and third-party information technology service providers for 12 years.

He has also implemented, documented and tested multiple internal control environments over his career.

The Company has also added Board members to its audit committee who have extensive background in publicly traded companies and governance.

The Company implemented several initiatives related to internal controls including implementing software designed to enhance segregation of duties, workflow authorization, and payment processing.

Also, the Company implemented a cloud-based folder system with controls for sharing, organizing, training, protecting, and storing its data.

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

Changes in Internal Control Over Financial Reporting

3 unchanged sentences

Not applicable.

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Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

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

Chief Executive Officer and Director

Chief Financial Officer

Controller, Secretary and Treasurer

Blaise Aguirre

The following sets forth certain information related to our executive officers and directors as of March 18, 2024:

Co-CEO and Chairman (Co-PEO)

Lloyd Joseph Bardswich

Lead Director

Timothy Hasara

Business Experience of Directors and Executive Officers

Gustavsen –Chief Executive Officer and Director - Mr.

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

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

He was promoted to CEO in 1990.

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

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

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

He joined the Board in August 2022.

Stopher – Chief Financial Officer - Mr.

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

Stopher has 30 years of experience in accounting and finance.

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

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

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

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

since November 2021.

Stopher was previously the CFO of Zenlabs Holdings, Inc.

from February 2020 to November 2021.

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

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.

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.

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.

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.

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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.

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.

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.

Baitis is currently self-employed as a geologist.

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

During the past 5 years Dr.

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

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

Lloyd Joseph Bardswich - Director - Mr.

Bardswich joined the Board in February 2021.

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

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

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

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

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

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

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

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

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

Evans – Lead Director - Gary C.

Evans joined the Board in November 2022.

Co-CEO and Director (Co-PEO)

VP & General Manger of BRZ

President of Antimony Division

SVP, Chief Financial Officer (PFO)

Blaise Aguirre

Business Experience of Executive Officers and Directors

Evans – Co-CEO & Chairman – Gary C.

Evans joined the Board of Directors in November 2022 and has served as Chairman of our Board since July 2023 and Co-CEO since March 2024.

He is a serial entrepreneur.

Throughout his career, he has taken three separate energy companies public on the NYSE.

At present, he has served since 2016 as Chairman of the Board and Chief Executive Officer, and is the largest shareholder of Evergreen Sustainable Enterprises, Inc.

("Evergreen").

Evans launched Evergreen as an evolution from his hemp company, Generation Hemp, Inc, while developing diversified green energy plants designed to use hemp biomass as biofuel to generate power to mine Bitcoin.

Throughout his career, Mr.

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

Evans has previously served for 24 years as a Director of Novavax Inc.

“NVAX”), a clinical-stage vaccine biotechnology company involved in the development of COVID-19 vaccines, which achieved a market capitalization in excess of $18 billion during the pandemic, where he also previously served as Chairman, CEO and Lead Director.

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.

1 unchanged sentence

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

This set of attributes makes Mr.

Evans a great and much needed addition to our Board.

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

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

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

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

These corporate assets are now part of Southwestern Energy Co.

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

Additionally, Mr.

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

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

These assets are now part of Coterra Energy, Inc.

Throughout his career, Mr.

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

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

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

3 unchanged sentences

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.

Since 2013, Mr.

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

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

Anderson, PE – Dr.

Anderson, PE, joined the Board in May 2023.

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

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

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

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

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

Anderson joined the Board in May 2023.

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

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Lloyd Joseph Bardswich – Co-CEO & Director - Lloyd Joseph Bardswich, who joined the Board of Directors in February 2021 and who also has served as Co-CEO since March 2024, has extensive experience in mining, mining engineering, management, drilling, metallurgy and plant design.

He is a registered Professional Mining Engineer and can serve as a QP (Qualified Person) regarding reporting to NI43-101 standards and has worked as a Mine Safety Engineer, Mine Foreman, Mine Manager and Mining Consultant.

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

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

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

Jeffrey Fink – VP & General Manager of Bear River Zeolite – Jeffrey Fink has served as VP & General Manager of Bear River Zeolite since January 2024.

He recently worked at Enviva Biomass as Regional Director of Operations, responsible for all aspects of manufacturing operations for three pellet manufacturing mills with about 300 employees.

Prior to Enviva, Jeff was Vice President of Operations at US Minerals where he led all manufacturing operations at five plants located throughout the U.S.

Accomplishments included reducing direct per ton production costs and closing unprofitable businesses.

Jeff holds a degree in Mechanical Engineering (Magna Cum Laude) and a master's in business administration, both from Virginia Tech University.

He also holds several relevant industry licenses.

Gustavsen –President of Antimony Division - John C.

Gustavsen has served as President of our Antimony Division since March 2024.

He joined the Company in November 2011 as one of its Vice Presidents and, from June 2020 to March 2024, served as our Chief Executive Officer.

He also served on our Board of Directors from August 2022 to August 2023.

He 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, where he became president and treasurer in 1983 and was promoted to CEO in 1990.

Isaak – SVP, Chief Financial Officer – Richard R.

Isaak has served as the Company’s SVP, Chief Financial Officer since July 2023.

Rick started his career at Ernst & Young as a CPA in the assurance and advisory business services area for 12 years with extensive experience with managing public company audits and SEC reporting primarily for large, multinational companies.

After Ernst & Young, Rick served in several senior leadership roles including CFO, Chief Accounting Officer, Controller, Treasurer, and Head of Investor Relations at four different companies over 20 years.

David Welch – Controller – David Welch has served as our Controller since August 2023.

He has extensive experience working in the accounting and finance departments, which includes all areas of the monthly financial close process, of multiple types of businesses.

Over the past nine years, he worked in the finance department of organization in the mining, non-profit, and banking industries.

Blaise Aguirre – Director – Dr.

Blaise Aguirre, who joined the Board of Directors in August 2019, is an Assistant Professor of Psychiatry at Harvard Medical School and is the founding Medical Director of 3East at McLean Hospital in Belmont, Massachusetts.

Aguirre was elected to the Board of Directors at Investors Capital Holdings, Ltd, and remained on the Board until it was sold to RCS Capital Corporation.

In addition, Dr.

Aguirre sits on the boards of various privately held companies.

He has developed and maintained relationships with institutional money managers, venture capitalists, angel investors and has developed expertise as a small cap stock analyst as a broker with series 7 and 63 securities licenses.

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

Carrabba – Director – Joseph A.

Carrabba joined the Board of Directors in February 2024.

He is the Retired Chairman, President and Chief Executive Officer of Cliffs Natural Resources, Inc., formerly Cleveland-Cliffs, Inc., from May 2007 to November 2013.

He also previously served as Cliffs President & CEO from 2006 to 2007 and as President and Chief Operating Officer from 2005 to 2006.

Prior to these executive positions, Mr.

Carrabba previously served as President and Chief Operating Officer of Diavik Diamond Mines from 2003 to 2006.

He serves or has previously served on the boards of several other NYSE listed companies including Newmont Mining and Timken Steel, as well as several TSX listed companies, AECON and NioCorp.

McManus – Director – Michael A.

McManus joined the Board of Directors in August 2023.

He is a recognized leader and builder of enterprises with successes as a public company CEO, senior government experience, a lawyer, new product development leader, and has served as a board member of several companies.

He served as a board member of Novavax, a biotechnology company committed to help address serious infectious diseases globally through the discovery, development, and delivery of innovative vaccines to patients around the world.

McManus has previously served as president, chief executive officer, and director at Misonix, Inc., a medical, scientific, and industrial provider of ultrasonic and air pollution systems, since 1998.

Prior to that tenure, he was president and chief executive officer at New York Bancorp Inc.

from 1991 to 1998.

From 1990 through November 1991, Mr.

McManus was president and chief executive officer at Jamcor Pharmaceuticals Inc.

Previously, Mr.

McManus served as an assistant to the President of the United States from 1982 to 1985 and held positions with Pfizer Inc.

and Revlon Group.

McManus received a BA in economics from the University of Notre Dame and a JD from the Georgetown University Law Center.

He served in the US Army Infantry from 1968 through 1970.

He is also a recipient of the Ellis Island Medal of Honor.

Legal Proceedings

4 unchanged sentences

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.

The Board has determined that three of our five directors, Blaise Aguirre, Michael McManus, and Joseph Carrabba, are “independent” within the meaning of applicable NYSE American and SEC standards for service on the Board of an NYSE American listed company.

During the year ended December 31, 2023, the Board of Directors held eleven meetings.

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.

We have a standing Audit Committee and audit committee charter, which complies with Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the NYSE American.

The Audit Committee consists of Michael McManus, Blaise Aguirre, and Joseph Carrabba, each of whom is independent (in accordance with Rule 10A-3 of the Exchange Act and the requirements of Section 803A of the NYSE American Company Guide) and financially sophisticated (pursuant to the requirements of Section 803B of the NYSE American Company Guide).

McManus satisfies the requirement of an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K.

Our Audit Committee meets with our management and our external auditors to review matters affecting financial reporting, the system of internal accounting and financial controls and procedures and audit procedures and audit plans.

Our Audit Committee reviews our significant financial risks and is involved in the appointment of senior financial executives.

Our Audit Committee monitors our audit and the preparation of financial statements, and all financial disclosures contained in our SEC filings.

Our Audit Committee appoints our external auditors, monitors their qualifications and independence, and determines the appropriate level of their remuneration.

The external auditors report directly to the Audit Committee.

Our Audit Committee can terminate our external auditors’ engagement and approve in advance any services provided by them that are not related to the audit.

During the fiscal year ended December 31, 2023, the Audit Committee met five times.

A copy of the Audit Committee charter is available on our website at www.usantimony.com.

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.

Our Compensation Committee is composed of the following directors, each of whom is independent (under Section 803A of the NYSE American Company Guide):

Blaise Aguirre, Michael McManus, and Joseph Carrabba.

We have a Compensation Committee charter that complies with the requirements of the NYSE American.

Our Compensation Committee is responsible for considering and authorizing terms of employment and compensation of executive officers and providing advice on compensation structures in the various jurisdictions in which we operate.

Our Chief Executive Officer may not be present during the voting determination or deliberations of his or her compensation;

however, our Compensation Committee does consult with our Chief Executive Officer in determining and recommending the compensation of directors and other executive officers.

In addition, our Compensation Committee reviews both our overall salary objectives and significant modifications made to employee benefit plans, including those applicable to executive officers, and proposes awards of stock options, if any.

The Compensation Committee has determined that the Company’s compensation policies and practices for its employees generally, not only with respect to executive officers, are not reasonably likely to encourage behavior that would create an abnormal amount of risk to the Company.

The Compensation Committee does not and cannot delegate its authority to determine director and executive officer compensation.

During the fiscal year ended December 31, 2023, the Compensation Committee met two times.

A copy of the Compensation Committee charter is available on our website at www.usantimony.com.

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.

Our Nominating and Corporate Governance Committee is composed of the following directors, each of whom is independent as determined under Section 803A of the NYSE American Company Guide:

Joseph Carrabba, Michael McManus, and Blaise Aguirre.

Our Nominating and Corporate Governance Committee is responsible for developing our approach to corporate governance issues.

The Committee evaluates the qualifications of potential candidates for director positions and recommends to the Board nominees for election at the next annual meeting or any special meetings of shareholders, and any person to be considered to fill a Board vacancy resulting from death, disability, removal, resignation or an increase in Board size.

The Committee’s charter describes the criteria the Board will assess in connection with the consideration of a candidate, including the candidate’s integrity, reputation, judgment, knowledge, independence, experience, accomplishments, commitment and skills, all in the context of an assessment of the perceived needs of the Board at that time.

We do not have a formal policy regarding diversity in the selection of nominees for directors.

The Nominating and Corporate Governance Committee does, however, consider diversity as part of its overall selection strategy.

In considering diversity of the Board as a criterion for selecting nominees, the Nominating and Corporate Governance Committee considers various factors and perspectives, including differences of viewpoint, professional experience, education, personal and professional skills and other individual qualities and attributes that contribute to Board heterogeneity, as well as race, gender and national origin.

The Nominating and Corporate Governance Committee seeks persons with leadership experience in many contexts.

The Nominating and Corporate Governance Committee believes that this conceptualization of diversity is the most effective means to implement Board diversity.

The Nominating and Corporate Governance Committee will assess the effectiveness of this approach as part of its annual review of its charter.

The Committee will consider recommendations for director nominees made by shareholders and others if these individuals meet the criteria set forth in the Committee’s charter.

For consideration by the Committee, the nominating shareholder or other person must provide the Corporate Secretary’s Office with information about the nominee, including a detailed background of the suggested candidate that will demonstrate how the individual meets our director nomination criteria.

If a candidate proposed by a shareholder meets the criteria, the individual will be considered on the same basis as other candidates.

No shareholder or shareholders holding 5% or more of our outstanding stock, either individually or in aggregate, has recommended a nominee for election to the Board.

During the fiscal year ended December 31, 2023, the Nominating and Corporate Governance Committee met four times.

A copy of the Nominating and Corporate Governance Committee charter is available on our website at www.usantimony.com.

Delinquent Section 16(a) Reports

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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

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

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

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

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

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

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

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

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

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

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

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

Transaction Date:

Number of Transactions

Joseph Bardswich

Based solely on our review of copies of Forms 3, 4 and 5 filed with the SEC during or relating to 2023 and written representations provided to the Company, the Company has determined that Richard R.

Isaak filed his Form 3 late in an earlier fiscal period, Michael McManus and Joseph Carrabba have failed to file their Form 3’s, and former director Hart Baitis and former officer Kelly Stopher failed to file their Form 3’s.

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.

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

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.

4 unchanged sentences

In 2023, our “named executive officers” and their positions were as follows:

Russell Lawrence, President;

Gustavsen, Chief Executive Officer;

Stopher, Chief Financial Officer

Alicia Schenk, Corporate Secretary/Treasurer

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Gustavsen, President of Antimony Division (PEO during the year ended December 31, 2023);

Isaak, SVP, Chief Financial Officer

Kelly Stopher, former Chief Financial Officer

Summary Compensation Table

2 unchanged sentences

Compensation (1)

Russell Lawrence, President

Gustavsen, Chief Executive Officer

Gustavsen, President of Antimony Division

Isaak, SVP, Chief Financial Officer

Stopher, Chief Financial Officer (2)

Alicia Schenk, Corporate Secretary/Treasurer

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

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

Other compensation represents health insurance costs paid by the Company.

Stopher resigned as CFO of the Company effective July 31, 2023.

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 makes a 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.

1 unchanged sentence

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.

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For the year ended December 31, 2023, the Company did not have annual performance-based salary increases, long term performance-based cash incentives, deferred compensation, retirement benefits, or disability benefits.

However, the Company has started annual performance-based salary increases and equity incentive awards in 2024.

No equity awards or plan based awards to officers or directors were outstanding as of December 31, 2023.

Director Compensation

1 unchanged sentence

Name and Principal Position

paid in Stock

Fees Earned paid in Cash

Fees Earned paid in Stock

Total Fees, Awards and Other Compensation

Hartmut, Baitis, Director

Evans, Co-CEO and Chairman

Lloyd Joseph Bardswich, Co-CEO and Director

Blaise Aguirre, Director

Joseph Bardswich, Director

Christopher Park, former Director

McManus, Director

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

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

The following table sets forth information regarding beneficial ownership of our common stock as of March 18, 2024 by (i) each person who is known by us to beneficially own more than 5% of our Series B and C preferred stock or common stock;

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

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

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

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

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

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

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

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

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Title of Class

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.

Title of Class of Stock

Name and Address of Beneficial Owner (1)

Amount and Nature of Beneficial Ownership

Percent of all

Percent of Class (1)

Percent of Voting Stock (1)

More than 5% owners:

Russell Lawrence, 1500 Johnson Road, Deary, ID 83823

Creative Planning, LLC, 5454 W.

110th Street Overland Park, KS 66211

Kenneth M Reed, 4 Betsy Lane, Dover, MA 02030

Lydia Dugan & Patrick Dugan, 3009 Post Oak Boulevard Suite 1212, Houston, Texas

Series B Preferred

Excel Mineral Company

Excel Mineral Company, P.O.

Box 3800 Santa Barbara, CA 93130

Series C Preferred

Walter Maquire, Sr.

Keller, VA 23401

59 Penn Circle West Penn Plaza Apts.

Walter Maquire, Sr., PO Box 129, Keller, VA 23401

Series C Preferred

Woods, 59 Penn Circle West Penn Plaza Apts.

Pittsburgh, PA 15206

Warren A Evans

69 Ponfret Landing Road Brooklyn, CT 06234

Edward Robinson

1007 Spruce Street, 1st floor Philadelphia, PA 19107

Series C Preferred

All Series C Preferred Shareholders as a Group

Security Ownership of Certain Beneficial Owners

Russell Lawrence

6,743,147 (3)

All owners of 5% or more of Common Stock

Security ownership of Officers and Directors

Evans, 69 Ponfret Landing Road Brooklyn, CT 06234

Series C Preferred

Edward Robinson, 1007 Spruce Street, 1st floor Philadelphia, PA 19107

Directors and Officers:

Blaise Aguirre

Joseph Bardswich

Timothy Hasara

All Directors and Officers as a Group

Common Stock and Preferred Stock w/voting rights

All Directors and Officers as a Group

All Preferred Shareholders that are officers or directors

Lloyd Joseph Bardswich

All Directors and Executive Officers as a Group

Common and Preferred Voting Stock

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

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

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

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

All Directors and Executive Officers as a Group

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, 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.

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

“Percent of Class” is based on 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 March 18, 2024.

“Percent of Voting Stock” is based on 107,825,221 shares, which is the total of all the common stock issued and all Series C Preferred Stock outstanding at March 18, 2024.

The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends.

The Board of Directors has not declared any dividends as due and payable for the Series B preferred stock.

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

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

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

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

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Securities Authorized for Issuance under Equity Compensation Plans

4 unchanged sentences

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

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Equity compensation plans approved by shareholders

Equity compensation plans not approved by shareholders

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.

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During 2023, there were no transactions in which we were a party and in which any director, executive officer or beneficial owner of five percent (5%) or more of any class of our voting securities or relatives of our directors, executive officers or five percent (5%) beneficial owners had a direct or indirect material interest other than as follows:

The Company incurred cost of $12,884 during the year ended December 31, 2023 from an entity owned by Russell Lawrence, the Company’s former President and board member, while he was employed by the Company for lodging and meals provided to employees, board members, consultants and customers of the Company.

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.

The aggregate fees billed by Assure CPA, LLC (“Assure CPA”) for professional services rendered to us for the years ended December 31, 2023 and 2022 were as follows:

For the Fiscal Years Ended

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (3)

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

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

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

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

Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.

Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.

All other fees consist of fees not otherwise reported as audit or tax fees.

Pre-Approval Policy

1 unchanged sentence

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.

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All services provided, and fees charged by Assure CPA in 2023 were pre-approved by the Board and the audit committee.

Exhibits and Financial Statement Schedules

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

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

(b) Exhibits:

2 unchanged sentences

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

Code of Ethics

United States Antimony Corporation 2023 Equity Incentive Plan

Subsidiaries of the Company

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

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

1 unchanged sentence

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

Mine Safety Disclosure

United States Antimony Corporation Clawback Policy

XBRL Instance Document

6 unchanged sentences

_____________________

* Filed herewith.

Form 10-K Summary

Not applicable.

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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

July 17, 2023

Chief Executive Officer and Director

(principal executive officer)

April 12, 2024

Co-Chief Executive Officer and Chairman of the Board

(co-principal executive officer)

/s/ Lloyd Joseph Bardswich

April 12, 2024

Lloyd Joseph Bardswich

Co-Chief Executive Officer and Director

(co-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.

July 17, 2023

Gustavsen, Chief Executive Officer and Director

(principal executive officer)

July 17, 2023

Stopher, Chief Financial Officer

(principal financial and accounting officer)

/s/ Blaise Aguirre

July 17, 2023

Blaise Aguirre, Director

April 12, 2024

Evans, Co-Chief Executive Officer and Chairman of the Board

(co-principal executive officer)

/s/ Lloyd Joseph Bardswich

July 17, 2023

Lloyd Joseph Bardswich, Director

/s/ Timothy Hasara

July 17, 2023

Timothy Hasara, Director

July 17, 2023

Evans, Lead Director

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April 12, 2024

Lloyd Joseph Bardswich, Co-Chief Executive Officer and Director

(co-principal executive officer)

/s/ Richard R.

April 12, 2024

Isaak, SVP, Chief Financial Officer (principal financial officer)

April 12, 2024

Gustavsen, President of Antimony Division

/s/ David Welch

April 12, 2024

David Welch, Controller

(principal accounting officer)

Blaise Aguirre

April 12, 2024

Blaise Aguirre, Director

/s/ Michael A.

April 12, 2024

McManus, Director

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 9A. Controls and Procedures