What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-20 compared with 2024-04-12 · 148 added, 124 removed, 227 unchanged (55% of the section changed)

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

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

Internal control over financial reporting

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

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

This is due primarily to the limited staff and small size of the Company, although internal controls have improved over the 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;

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

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

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, due to material weaknesses in the design, documentation, and monitoring of our internal control over financial reporting, the absence of proper segregation of duties, and the potential for management override of internal controls.

The Company’s limited staff has made it difficult to have an effective design, documentation, and monitoring of its internal control over financial reporting and proper segregation of duties.

Due to the significance of potential misstatement that could result due to the deficient controls and the absence of sufficient 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.

Management’s Remediation Initiatives

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

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

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

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

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.

The Company has implemented several initiatives to begin remediation of the weaknesses in its internal controls, some of which include:

(i) hiring a chief financial officer experienced with public company financial reporting and designing and implementing effective internal control environments, (ii) adding Board members to its audit committee who have extensive background in publicly traded companies and governance, (iii) implementing software designed to enhance segregation of duties, workflow authorization, and payment processing, (iv) implementing a cloud-based folder system with controls for sharing, organizing, training, protecting, and storing its data, and (v) hiring an accounting manager to strengthen certain segregation of duties controls.

Also, the Company is reviewing additional plans to strengthen its internal controls, some of which include:

(i) automating manual processes with various software packages to increase data accuracy, (ii) hiring additional personnel to further strengthen controls in certain areas, (iii) designing controls to formalize and strengthen roles and responsibilities, (iv) designing certain entity-level controls to strengthen the control environment, (v) implementing cloud-based financial reporting applications that allow for increased collaboration, transparency, and review of financial reporting, and (vi) involving external experts as needed.

Changes in Internal Control Over Financial Reporting

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The following sets forth certain information related to our executive officers and directors as of March 14, 2025:

Co-CEO and Chairman (Co-PEO)

Chairman and CEO (PEO)

Lloyd Joseph Bardswich

Co-CEO and Director (Co-PEO)

VP & General Manger of BRZ

President of Antimony Division

EVP, Chief Mining Engineer and Director

SVP, Chief Financial Officer (PFO)

President of Antimony Division

VP & General Manager of BRZ

SVP, Corporate Development and Governmental Relations

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.

Evans – Chairman & CEO – Gary C.

Evans joined the Board of Directors in November 2022.

Evans became Chairman of our Board in July 2023 and served as Chairman and Co-CEO from March 2024 to November 2024.

Evans currently serves as our Chairman and CEO since December 2024.

He is a serial entrepreneur.

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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.

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.

Lloyd Joseph Bardswich – EVP, Chief Mining Engineer & Director - Lloyd Joseph Bardswich joined the Board of Directors in February 2021.

Bardswich served as Co-CEO and director from March 2024 to November 2024.

Bardswich currently serves as EVP, Chief Mining Engineer and director since December 2024.

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

He is a registered Professional Mining Engineer, 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.

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.

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

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 as well as with information technology audits related to companies in various industries and data centers.

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.

In these senior level roles, Rick was very involved with strategic planning and execution and led large, company-wide transformational projects in many areas across companies including finance, operations, real estate, treasury, investor relations, and shared services.

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.

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

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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.

Isaak – SVP, Chief Financial Officer – Richard R.

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

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.

Melissa Pagen – SVP, Corporate Development and Governmental Relations – Melissa Pagen has served as SVP, Corporate Development and Governmental Relations since May 2024 and also served the Company with consulting services from April 2023 through December 2023.

Pagen built over twenty years of professional and executive experience in managerial and officer positions in several industries and in both the private and public sectors with a demonstrated history in consumer goods, business development, investor relations, and industrial technologies within both the energy sector and water treatment sector.

From 2019 to 2024, Melissa worked as Senior Vice President of Corporate Development under the leadership of Gary C.

Evans at Evergreen Sustainable Enterprises, Inc.

where she managed all marketing and investor relations, developed data center projects across the U.S.

through relationships with utilities and private landowners, and branded, trademarked, and launched two consumer goods product lines.

Melissa holds a BA from the University of California, Los Angeles (summa cum laude) with an emphasis in writing.

Blaise Aguirre – Director – Dr.

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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.

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, from 1998 to 2016.

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

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

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

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

The Board has determined that 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.

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

The Board has determined that three of our five directors, Blaise Aguirre, Joseph Carrabba, and Michael McManus, 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, 2024, the Board of Directors held twelve meetings.

Audit Committee

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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.

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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.

During the fiscal year ended December 31, 2024, the Audit Committee met four times.

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

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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.

Joseph Carrabba, Blaise Aguirre, and Michael McManus.

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

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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.

During the fiscal year ended December 31, 2024, the Compensation Committee met three times.

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

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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.

The Nominating and Corporate Governance Committee considers diversity in the selection of nominees for directors 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.

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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.

During the fiscal year ended December 31, 2024, the Nominating and Corporate Governance Committee met two times.

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

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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.

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.

Based solely on our review of copies of Forms 3, 4 and 5 filed with the SEC during or relating to 2024 and written representations provided to the Company, the Company has determined that Jeffrey Fink and Joseph A.

Carrabba filed their Forms 3 late in an earlier fiscal period.

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.

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, and controller, or persons performing similar functions.

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

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 or controller on our corporate website.

We intend to disclose any amendment to, or waiver from, a provision of the code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or controller 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.

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

We comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for our principal executive officer during the year ended December 31, 2023, the two most highly compensated executive officers other than our principal executive officer who were serving as executive officers as of December 31, 2023 and whose total compensation for 2023 exceeded $100,000, and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer as of December 31, 2023.

We comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for the last two completed fiscal years for our principal executive officer during the year ended December 31, 2024, the two most highly compensated executive officers other than our principal executive officer who were serving as executive officers as of December 31, 2024 and whose total compensation for 2024 exceeded $100,000, and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer as of December 31, 2024.

These officers are referred to as our named executive officers.

In 2024, our “named executive officers” and their positions were as follows:

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

Isaak, SVP, Chief Financial Officer

Kelly Stopher, former Chief Financial Officer

Evans, CEO and Chairman (PEO);

Lloyd Joseph Bardswich, EVP, Chief Mining Engineer and Director;

Isaak, SVP, Chief Financial Officer (PFO);

Gustavsen, President of Antimony Division.

Summary Compensation Table

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

The following table provides information related to compensation of our named executive officers:

Name and Principal Position

Compensation ($)

Gustavsen, President of Antimony Division

Evans, Chairman and CEO (1)

Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director (2)

Isaak, SVP, Chief Financial Officer (3)

Stopher, Chief Financial Officer (2)

Other compensation represents health insurance costs paid by the Company.

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

Gustavsen, President of Antimony Division (3)

All other compensation represents fees paid for board service ($167,084) and health insurance costs paid by the Company ($6,656).

Salary earned as EVP, Chief Mining Engineer was for the month of December 2024.

All other compensation represents fees paid for board service.

All other compensation represents health insurance costs paid by the Company.

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 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.

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

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

Currently, the executive managements’ compensation only includes base salary and health insurance.

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

Following is a summary of all compensation earned by or paid to directors (excluding named executive officers) during the year ended December 31, 2023:

The material compensation components of named executive officers include salary, bonus, and equity awards.

The following table provides information related to outstanding equity awards of our named executive officers as of December 31, 2024:

Name and Principal Position

Fees Earned paid in Cash

Fees Earned paid in Stock

Total Fees, Awards and Other Compensation

Evans, Co-CEO and Chairman

Lloyd Joseph Bardswich, Co-CEO and Director

Number of Securities Underlying

unexercisable

Option Exercise

Option Expiration

Number of Shares

or Units of Stock that

have not Vested (#)

Value of Shares or

Units of Stock

that have not

Evans, Chairman and CEO

Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director

Isaak, SVP, Chief Financial Officer

Gustavsen, President of Antimony Division

Equity Award Timing

The Board and compensation committee are responsible for approving stock grants for executive officers.

Stock awards are typically granted at the start of employment with the Company and around the end of the calendar year.

The purpose of these stock grants is to set performance expectations for the executive officer over the next several years for the financial and operational success of the Company, thereby advancing the Company’s interests and the interests of the Company’s shareholders.

One of the Board and Compensation Committee’s considerations when approving stock grants is reviewing the timing of the grant in relation to potential upcoming events, especially if the potential event involves material nonpublic information.

The intention of the Board and compensation committee is to avoid having disclosure of material nonpublic information affect the value of the stock grant.

During the year ended December 31, 2024, stock options were not awarded to a named executive officer in close proximity to a filing with the Securities and Exchange Commission that disclosed material nonpublic information.

Insider Trading Policy

The Company has adopted an Insider Trading Policy that applies to all our directors, officers and employees.

We believe our Insider Trading Policy is reasonably designed to deter wrongdoing and promote honest and ethical conduct, to comply with applicable laws, and to provide accountability for adherence to the policy.

Our Insider Trading Policy is included in Exhibit 19 to this Annual Report and is also available on our web site at www.usantimony.com .

Compensation of Directors

The following table provides information related to compensation of our directors for the year ended December 31, 2024:

Fees Earned or

Evans, Chairman and CEO

Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director

Blaise Aguirre, Director

Carrabba, Director

McManus, Director

The fees earned by our directors follow the results of a study prepared an independent firm using peer data, among other things, to determine market pay for our directors and can be calculated as follows:

$65,000 annual retainer for each Board member, $70,000 additional annual retainer for the chairman, $30,000 additional annual retainer for the lead director, which the Board does not have at this time, $20,000, $13,500, and $13,500 additional annual retainers for the chairs of the audit, compensation, and nominating and governance committees, respectively, $10,000, $7,500, and $5,000 additional annual retainer for each member of the audit, compensation, and nominating and governance committees, respectively, $2,500 for each Board member for attending each Board meeting, $2,000 for the audit committee chair for attending each audit committee meeting, $1,500 for each audit committee member for attending each audit committee meeting, and $1,500 for each compensation and nominating and governance committee chair and member for attending each compensation and nominating and governance committee meeting.

Restricted stock and stock options are granted to our directors as a means of developing a sense of proprietorship and personal involvement in our development and financial success and encouraging them to devote their best efforts to our business, thereby advancing our interests and the interests of our shareholders.

These grants typically vest over three years to aid with board service longevity.

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 March 14, 2025 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;

(ii) each of our executive officers and directors;

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

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Amount and Nature of Beneficial Ownership

Percent of Class (1)

Percent of Voting Stock (1)

Percent of Voting

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

Creative Planning, LLC, 5454 W.

110th Street Overland Park, KS 66211

Russell Lawrence, 1500 Johnson Road, Deary, ID 83823

Series B Preferred

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

Directors and Officers:

Directors and Executive Officers:

Blaise Aguirre

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

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

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

Equity compensation plans approved by shareholders

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Certain Relationships and Related Transactions, and Director Independence

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.

During 2024, 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.

Principal Accountant Fees and Services

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Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

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.

Audit-related fees relate to services for stock registrations.

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.

All other fees consist of services on our legal entity structure and potential acquisitions.

Pre-Approval Policy

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

All services provided by Assure CPA in 2024 were pre-approved by the Board and the audit committee.

Exhibits and Financial Statement Schedules

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(b) Exhibits:

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

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

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

United States Antimony Corporation 2023 Equity Incentive Plan

Third Restated Articles of Incorporation (incorporated by reference as Exhibit 3.1 to the Company’s current Report on Form 8-K filed with the SEC on August 5, 2024).

First Restated Bylaws (incorporated by reference as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2024).

Description of Securities (incorporated by reference as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024).

Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on Form 8-K on February 2, 2021).

Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on Form 8-K on July 27, 2020).

Code of Ethics

Insider Trading Policy (included in Exhibit 14)

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.

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Mine Safety Disclosure

United States Antimony Corporation Clawback Policy

United States Antimony Clawback Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the SEC on April 12, 2024).

XBRL Instance Document

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UNITED STATES ANTIMONY CORPORATION

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)

/s/ Richard R.

March 20, 2025

SVP, Chief Financial Officer

(principal financial officer and principal accounting 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.

April 12, 2024

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

(co-principal executive officer)

March 20, 2025

Chairman and CEO (principal executive officer)

/s/ Lloyd Joseph Bardswich

April 12, 2024

Lloyd Joseph Bardswich, Co-Chief Executive Officer and Director

(co-principal executive officer)

March 20, 2025

Lloyd Joseph Bardswich,

Executive Vice President, Chief Mining Engineer and Director

/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)

March 20, 2025

SVP, Chief Financial Officer

(principal financial officer and principal accounting officer)

March 20, 2025

President of Antimony Division

/s/ Rachel Hubert

March 20, 2025

Rachel Hubert,

Blaise Aguirre

April 12, 2024

Blaise Aguirre, Director

March 20, 2025

Blaise Aguirre,

/s/ Joseph A.

March 20, 2025

/s/ Michael A.

April 12, 2024

McManus, Director

March 20, 2025

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