SECURITIES & EXCHANGE COMMISSION EDGAR FILING
UNITED STATES ANTIMONY CORP
Form: 10-K
Date Filed: 2021-03-31
Corporate Issuer CIK: 101538
© Copyright 2021, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-08675
UNITED STATES ANTIMONY CORPORATION
(Exact name of registrant as specified in its charter)
Montana
(State or other jurisdiction of incorporation or organization)
81-0305822
(I.R.S. Employer Identification No.)
P.O. Box 643, Thompson Falls, Montana
(Address of principal executive offices)
59873
(Zip Code)
Registrant’s telephone number, including area code: (406) 827-3523
Title of each class
None
Title of each class
Securities registered under Section 12(b) of the Exchange Act:
Trading
Symbol(s)
Name of each exchange on which registered
N/A
N/A
Securities registered under Section 12(g) of the Exchange Act:
Trading
Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value
UAMY
NYSE American
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
Emerging Growth Company
☐
☐
☐
Accelerated filer
Smaller reporting company
☐
☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the registrant’s common stock held by non-affiliates was $31,287,606, based on the reported last sale price of common stock on
June 30, 2020, which was the last business day of the registrant’s most recently completed second fiscal quarter. For purposes of this computation, all executive
officers and directors were deemed affiliates.
The number of shares outstanding of the registrant's common stock as of March 26, 2021: 102,800,100 shares.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
UNITED STATES ANTIMONY CORPORATION
2020 ANNUAL REPORT
TABLE OF CONTENTS
PART I
ITEM 1.
DESCRIPTION OF BUSINESS
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2.
DESCRIPTION OF PROPERTIES
ITEM 3.
LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURES
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6.
SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 7B. CRITICAL ACCOUNTING ESTIMATES
ITEM 8.
FINANCIAL STATEMENTS
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND COMPLIANCE WITH SECTION 16(A) OF
THE EXCHANGE ACT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICE
ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATIONS
FINANCIAL STATEMENTS
PART IV
i
1
5
6
6
12
12
12
13
13
20
20
20
20
21
22
34
25
26
26
27
32
F-1-F-24
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
General
Item 1. Description of Business
General
PART I
Explanatory Note: As used in this report, the terms "we," "us" and "our" are used to refer to United States Antimony Corporation and, as the context requires,
its management.
Some of the information in this Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements
by forward-looking words as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain
these words carefully because they:
☐ discuss our future expectations;
☐ contain projections of our future results of operations or of our financial condition; and
☐ state other "forward-looking" information.
History
United States Antimony Corporation, or USAC, was incorporated in Montana in January 1970 to mine and produce antimony products. In December 1983, we
suspended antimony mining operations but continued to produce antimony products from domestic and foreign sources. In April 1998, we formed United States
Antimony SA de CV or USAMSA, to mine and smelt antimony in Mexico. Bear River Zeolite Company, or BRZ, was incorporated in 2000, and it is mining and
producing zeolite in southeastern Idaho. On August 19, 2005, USAC formed Antimonio de Mexico, S. A. de C. V. to explore and develop antimony and silver
deposits in Mexico. Our principal business is the production and sale of antimony, silver, gold, and zeolite products. On May 16, 2012, we started trading on the
NYSE MKT (now NYSE AMERICAN) under the symbol UAMY.
Antimony Division
Our antimony smelter and precious metals plant is located in the Burns Mining District of Sanders County, Montana, approximately 15 miles west of Thompson
Falls, MT. We hold 2 patented mill sites where the plant is located. We have no "proven reserves" or "probable reserves" of antimony, as these terms are
defined by the Securities and Exchange Commission. Environmental restrictions preclude mining at this site.
Mining was suspended in December 1983, because antimony could be purchased more economically from foreign sources.
For 2020, and since 1983, we relied on foreign sources for raw materials, and there are risks of interruption in procurement from these sources and/or volatile
changes in world market prices for these materials that are not controllable by us. We have sources of antimony in Mexico but we are still depending on foreign
companies for raw material in the future. We expect to receive raw materials from our owned and leased properties for 2021 and later years. We continue
working with suppliers in North America, Central America, and South America.
We currently own 100% of the common stock, equipment, and the leases on real property of United States Antimony, Mexico S.A. de C.V. or “USAMSA”, which
was formed in April 1998. We currently own 100% of the stock in Antimony de Mexico SA de CV (AM) which owns the San Miguel concession of the Los Juarez
property. USAMSA has three divisions, (1) the Madero smelter in Coahuila, (2) the Puerto Blanco flotation mill and oxide circuit in Guanajuato and (3) the Los
Juarez mineral deposit.
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In our existing operations in Montana, we produce antimony oxide, antimony metal, and precious metals. Antimony oxide is a fine, white powder that is used
primarily in conjunction with a halogen to form a synergistic flame retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper.
Antimony oxide is also used as a color fastener in paint, as a catalyst for production of polyester resins for fibers and film, as a catalyst for production of
polyethylene pthalate in plastic bottles, as a phosphorescent agent in fluorescent light bulbs, and as an opacifier for porcelains. We also sell antimony metal for
use in bearings, storage batteries and ordnance.
We estimate (but have not independently confirmed) that our present share of the domestic market and international market for antimony oxide products is
approximately 4% and less than 1%, respectively. We are the only significant U.S. producer of antimony products, while China supplies 92% of the world
antimony demand. We believe we are competitive both domestically and world-wide due to the following:
● We have a reputation for quality products delivered on a timely basis.
● We have the only two operating antimony smelters in North and Central America.
● We are the only domestic producer of antimony products.
● We can ship on short notice to domestic customers.
● We are vertically integrated, with raw materials from our own mines, mills, and smelter in Mexico, along with the raw materials from exclusive supply
agreements we have with numerous ore and raw material suppliers.
● As a vertically integrated company, we will have more control over our raw material costs.
Following is a five year schedule of our antimony sales:
Schedule of Antimony Sales
Year
2020
2019
2018
2017
2016
Lbs Metal
Contained
815,310
1,566,585
1,486,120
1,891,439
2,936,880
$
$
$
$
$
$
2,942,628
5,450,649
6,113,014
7,588,470
8,744,170
$
$
$
$
$
Average
Price/Lb
3.61
3.48
4.11
4.01
2.98
Concentration of Sales:
During the years ended December 31, 2020 and 2019, the following sales were made to our three largest customers:
Sales to Three
Largest Customers
Mexichem Specialty Compounds Inc.
GE Chaplin, Inc.
Nyacol Nanotechnologies
Kohler
% of Total Revenues
For the Year Ended
December 31,
2020
$
$
633,846
589,384
417,501
345,899
1,986,630
$
$
December 31,
2019
1,823,194
-
1,099,504
1,132,674
4,055,372
38%
49%
In July of 2020, following a major change in management, the Company temporarily halted its sale of antimony to a few of its customers in order to minimize its
losses during a period for which the antimony price was below production costs. The company in 2021 has since resumed sale to most of these customers and is
experiencing a marked increase in the price of antimony.
Marketing: We employ full-time marketing personnel and have negotiated various commission-based sales agreements with other chemical distribution
companies.
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Antimony Price Fluctuations: Our operating results have been, and will continue to be, related to the market prices of antimony metal, which have fluctuated
widely in recent years. The volatility of prices is illustrated by the following table, which sets forth the average prices of antimony metal per pound, as reported by
sources deemed reliable by us.
A five year range of prices for antimony oxide and antimony metal, per pound, was as follows:
USAC SALES
Year
2020
2019
2018
2017
2016
Metal
Contained
Price
$
$
$
$
$
3.61
3.48
4.11
4.01
2.98
Antimony metal prices are determined by a number of variables over which we have no control. These include the availability and price of imported metals, the
quantity of new metal supply, and industrial demand. If metal prices decline and remain depressed, our revenues and profitability may be adversely affected.
We use various antimony raw materials to produce our products. We currently obtain antimony raw material from sources in Canada and Mexico.
Zeolite Division
We own 100% of Bear River Zeolite Company, (BRZ, an Idaho corporation) that was incorporated on June 1, 2000. BRZ has a lease with Webster Farm, L.L.C.
that entitles BRZ to surface mine and process zeolite on property located near Preston, Idaho, in exchange for a royalty payment. In 2010 the royalty was
adjusted to $10 per ton sold. The current minimum annual royalty is $60,000. In addition, BRZ has more zeolite on U.S. Bureau of Land Management land. The
Company pays various royalties on the sale of zeolite products. William Raymond and Nancy Couse are paid a royalty that varies from $1 to $5 per ton. On a
combined basis, royalties vary from 8%-13% of sales. Shortly after inception BRZ constructed a processing plant on the property which improved its productive
capacity. We constructed a new warehouse in 2018 to expedite our shipping and packaging for customers.
We have no "proven reserves" or "probable reserves" of zeolite, as these terms are defined by the Securities and Exchange Commission.
"Zeolite" refers to a group of industrial minerals that consist of hydrated aluminosilicates that hold cations such as calcium, sodium, ammonium, various heavy
metals, and potassium in their crystal lattice. Water is loosely held in cavities in the lattice. BRZ zeolite is regarded as one of the best zeolites in the world due to
its high CEC of approximately 180-220 meq/100 gr., its hardness and high clinoptilolite content, its absence of clay minerals, and its low sodium content. BRZ's
zeolite deposits’ characteristics which make the mineral useful for a variety of purposes including:
☐ Soil Amendment and Fertilizer . Zeolite has been successfully used to fertilize golf courses, sports fields, parks and common areas, and high value
agricultural crops
☐ Water Filtration. Zeolite is used for particulate, heavy metal and ammonium removal in swimming pools, municipal water systems, fisheries, fish
farms, and aquariums.
☐ Sewage Treatment. Zeolite is used in sewage treatment plants to remove nitrogen and as a carrier for microorganisms.
☐ Nuclear Waste and Other Environmental Cleanup. Zeolite has shown a strong ability to selectively remove strontium, cesium, radium, uranium, and
various other radioactive isotopes from solution. Zeolite can also be used for the cleanup of soluble metals such as mercury, chromium, copper,
lead, zinc, arsenic, molybdenum, nickel, cobalt, antimony, calcium, silver and uranium.
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☐ Odor Control. A major cause of odor around cattle, hog, and poultry feed lots is the generation of the ammonium in urea and manure. The ability of
zeolite to absorb ammonium prevents the formation of ammonia gas, which disperses the odor.
☐ Gas Separation. Zeolite has been used for some time to separate gases, to re-oxygenate downstream water from sewage plants, smelters, pulp and
paper plants, and fish ponds and tanks, and to remove carbon dioxide, sulfur dioxide and hydrogen sulfide from methane generators as organic
waste, sanitary landfills, municipal sewage systems, animal waste treatment facilities, and is excellent in pressure swing apparatuses.
☐ Animal Nutrition. According to other research, feeding up to 2% zeolite increases growth rates, decreases conversion rates, and prevents scours.
BRZ does not make these claims.
☐ Miscellaneous Uses. Other uses include catalysts, petroleum refining, concrete, solar energy and heat exchange, desiccants, pellet binding, horse
and kitty litter, floor cleaner and carriers for insecticides, pesticides and herbicides.
Environmental Matters
Our exploration, development and production programs conducted in the United States are subject to local, state and federal regulations regarding environmental
protection. Some of our production and mining activities are conducted on public lands. We believe that our current discharge of waste materials from our
processing facilities is in material compliance with environmental regulations and health and safety standards. The U.S. Forest Service extensively regulates
mining operations conducted in National Forests. Department of Interior regulations cover mining operations carried out on most other public lands. All
operations by us involving the exploration for or the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety
precautions, employee health and safety, air quality standards, pollution of water sources, waste materials, odor, noise, dust and other environmental protection
requirements adopted by federal, state and local governmental authorities. We may be required to prepare and present data to these regulatory authorities
pertaining to the effect or impact that any proposed exploration for, or production of, minerals may have upon the environment. Any changes to our reclamation
and remediation plans, which may be required due to changes in state or federal regulations, could have an adverse effect on our operations. The range of
reasonably possible loss in excess of the amounts accrued, by site, cannot be reasonably estimated at this time.
We accrue environmental liabilities when the occurrence of such liabilities is probable and the costs are reasonably estimable. The initial accruals for all our sites
are based on comprehensive remediation plans approved by the various regulatory agencies in connection with permitting or bonding requirements. Our
accruals are further based on presently enacted regulatory requirements and adjusted only when changes in requirements occur or when we revise our estimate
of costs to comply with existing requirements. As remediation activity has physically commenced, we have been able to refine and revise our estimates of costs
required to fulfill future environmental tasks based on contemporaneous cost information, operating experience, and changes in regulatory requirements. In
instances where costs required to complete our remaining environmental obligations are clearly determined to be in excess of the existing accrual, we have
adjusted the accrual accordingly. When regulatory agencies require additional tasks to be performed in connection with our environmental responsibilities, we
evaluate the costs required to perform those tasks and adjust our accrual accordingly, as the information becomes available. In all cases, however, our accrual at
year-end is based on the best information available at that time to develop estimates of environmental liabilities.
Antimony Processing Site
We have environmental remediation obligations at our antimony processing site near Thompson Falls, Montana ("the Stibnite Hill Mine Site"). We are under the
regulatory jurisdiction of the U.S. Forest Service and subject to the operating permit requirements of the Montana Department of Environmental Quality. At
December 31, 2020 and 2019, we have accrued $100,000 to fulfill our environmental responsibilities.
BRZ
During 2001, we recorded a reclamation accrual for our BRZ subsidiary, based on an analysis performed by us and reviewed and approved by regulatory
authorities for environmental bonding purposes. The accrual of $7,500 represents our estimated costs of reclaiming, in accordance with regulatory requirements,
the acreage disturbed by our zeolite operations, and remains unchanged at December 31, 2020.
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General
Reclamation activities at the Thompson Falls Antimony Plant have proceeded under supervision of the U.S. Forest Service and Montana Department of
Environmental Quality. We have complied with regulators' requirements and do not expect the imposition of substantial additional requirements.
We have posted cash performance bonds with a bank and the U.S. Forest Service in connection with our reclamation activities.
We believe we have accrued adequate reserves to fulfill our environmental remediation responsibilities as of December 31, 2020. We have made significant
reclamation and remediation progress on all our properties over thirty years and have complied with regulatory requirements in our environmental remediation
efforts.
Employees
As of December 31, 2020, we employed 14 full-time employees in Montana. In addition, we employed 15 people at our zeolite plant in Idaho, and 27 employees
at our mining, milling and smelting operation in Mexico. We no longer employ any contract miners in Mexico. The number of full-time employees may vary
seasonally. None of our employees are covered by any collective bargaining agreement.
Other
We hold no material patents, licenses, franchises or concessions. However, we consider our antimony processing plants proprietary in nature.
We are subject to the requirements of the Federal Mining Safety and Health Act of 1977, the Occupational Safety and Health Administration's regulations,
requirements of the state of Montana and the state of Idaho, federal and state health and safety statutes and Sanders County, Montana and Franklin County,
Idaho health ordinances.
Item 1A Risk Factors
There may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors listed below, as well as any
cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations
we describe in our forward-looking statements.
If we were liquidated, our common stockholders could lose part, or all, of their investment .
In the event of our dissolution, the proceeds, if any, realized from the liquidation of our assets will be distributed to our stockholders only after the satisfaction of
the claims of our creditors and preferred stockholders. The ability of a purchaser of shares to recover all, or any portion, of the purchase price for the shares, in
that event, will depend on the amount of funds realized and the claims to be satisfied by those funds.
We may have un-asserted liabilities for environmental reclamation.
Our research, development, manufacturing and production processes involve the controlled use of hazardous materials, and we are subject to various
environmental and occupational safety laws and regulations governing the use, manufacture, storage, handling, and disposal of hazardous materials and some
waste products. The risk of accidental contamination or injury from hazardous materials cannot be completely eliminated. In the event of an accident, we could
be held liable for any damages that result and any liability could exceed our financial resources. We also have one ongoing environmental reclamation and
remediation project at our current production facility in Montana. Adequate financial resources may not be available to ultimately finish the reclamation activities if
changes in environmental laws and regulations occur, and these changes could adversely affect our cash flow and profitability. We do not have environmental
liability insurance now, and we do not expect to be able to obtain insurance at a reasonable cost. If we incur liability for environmental damages while we are
uninsured, it could have a harmful effect on our financial condition and results of operations. The range of reasonably possible losses from our exposure to
environmental liabilities in excess of amounts accrued to date cannot be reasonably estimated at this time.
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We have accruals for asset retirement obligations and environmental obligations.
We have accruals totaling $291,719 on our balance sheet at December 31, 2020, for our environmental reclamation responsibilities and estimated asset
retirement obligations. If we are not able to adequately perform these activities on a timely basis, we could be subject to fines and penalties from regulatory
agencies.
Global health crises may adversely affect our planned operations.
Our business could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as
the recent outbreak of novel coronavirus (COVID-19). A significant outbreak of contagious diseases in the human population could result in a widespread health
crisis that could adversely affect our planned operations. Such events could result in the complete or partial closure of our operations. In addition, it could impact
economies and financial markets, resulting in an economic downturn that could impact our ability to raise capital.
Item 1B Unresolved Staff Comments
Not Applicable
Item 2 Description of Properties
ANTIMONY DIVISION
Our antimony smelter and precious metals plant is located in the Burns Mining District, Sanders County, Montana, approximately 14 miles west of Thompson
Falls on Montana Highway 471. This highway is asphalt, and the property is accessed by cars and trucks. The property includes two five-acre patented mill sites
that are owned in fee-simple by us. The claims are U. S. Antimony Mill Site No. 1 (Mineral Survey 10953) and U. S. Antimony Mill Site No. 2 (Mineral Survey
10953). We also own five acre Black Jack millsite.
The U. S. Antimony Mill Sites were used to run a flotation mill and processing plant for antimony that we mined on adjacent claims that have been sold. Presently,
we run a smelter that includes furnaces of a proprietary design to produce antimony metal, antimony oxide, and various other products. We also run a precious
metals plant. The facility includes 6 buildings and our main office. There are no plans to resume mining on the claims that have been sold or abandoned, although
the mineral rights have been retained on many of the patented mining claims. The U. S. Forest Service and Montana Department of Environmental Quality have
told us that the resumption of mining would require an Environmental Impact Statement, massive cash bonding, and would be followed by years of lawsuits. The
mill site is serviced with three-phase electricity from Northwest Power, and water is pumped from a well.
We claim no reserves on any of these properties.
Antimony mining and milling operations in the U.S. were curtailed during 1983 due to continued declines in the price of antimony. We are currently purchasing
foreign raw antimony materials and producing our own raw materials from our properties in Mexico. We continue to produce antimony metal, oxide, sodium
antimonite, and precious metals from our processing facility near Thompson Falls, Montana.
ANTIMONY MINERAL PROPERTIES
Los Juarez Group
We hold properties that are collectively called the “Los Juarez” property, in Queretaro, as follows:
1.
2.
3.
The mineral rights for the concessions San Miguel I and II were purchased by a USAC subsidiary, Antimonio de Mexico, S. A. de C. V (AM), for
$1,480,500, which was paid in full as of December 31, 2018. As of December 31, 2020, we have paid for the property and have incurred significant
permitting costs. The property consists of 40 hectares (100 acres)
San Juan I and II are concessions owned by AM and include 466 hectares (1,152 acres)
San Juan III is held by a lease agreement by AM in which we will pay a 10% royalty, based on the net smelter returns from another USAC Mexican
subsidiary, named United States Antimony Mexico, S. A. de C. V. or USAMSA. It consists of 214 hectares (529 acres).
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The concessions collectively constitute 720 hectares (1,780 acres). The claims are accessed by roads that lead to highways.
Part of the USAC Mexican property, including San Miguel I, II and part of San Juan III, was originally drilled by the Penoles Company in 1970, when antimony
metal prices were high. They did not proceed with the property, due to the complex metallurgy of antimony. Subsequently, the Mexican Government did
additional work and reported a deposit of mineralized material of 1,000,000 metric tons (mt) grading 1.8% antimony and 8.1 ounces of silver per metric ton
(opmt) in Consejo de Recursos Minerales (Publicacion M-4e). Such a report does not qualify as a comprehensive evaluation, such as a final or bankable
feasibility study that concludes legal and technical viability, and economic feasibility. The Securities and Exchange Commission does not recognize this report,
and we claim no reserves.
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The mineralized zone is a classic jasperoid-type deposit in the Cretaceous El Doctor Limestone. The mineralization is confined to silicified jasperoid pipes
intruded upwards into limestone. The zone strikes north 70 degrees west. The dimension of the deposit is still conjectural. However, the strike length of the
jasperoid is more than 3,500 meters.
The mineralization is typically very fine-grained stibnite with silver and gold. It is primarily sulfide in nature due to its encapsulation in silica. The mining for many
years will be by open pit methods. Eventually it will be by underground methods. At the present time, mining has included hauling dump rock and rock from mine
faces.
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USAMSA Puerto Blanco Flotation Mill, Guanajuato, Mexico
The flotation plant has a capacity of 100 metric tons per day. It includes a 30” x 42” jaw crusher, a 4’x 8’ double-deck screen, a 36” cone crusher, an 8’x 36”
Harding type ball mill, and eight No. 24 Denver sub A type flotation machines, an 8’ disc filter, front end loaders, tools and other equipment. The flotation circuit is
used for the processing of rock from Los Juarez and other properties. An oxide circuit was added to the plant in 2013 and 2014 to mill oxide ores from Los
Juarez and other properties. It includes a vertical shaft impactor, 3 ore bins, 8 conveyors, a 4’ x 6’ high frequency screen, jig, 8 standard concentrating tables, 5
pumps, sand screw and two buildings. The capacity of the oxide circuit is 50 tons per day. We have installed a cyanide leach circuit and settling pond that will be
used to recover precious metals from our Los Juarez mine.
USAMSA Madero Smelter, Estacion Madero, Parras De La Fuente, Coahuila, Mexico
USAC, through its wholly owned subsidiary, USAMSA, owns and operates a smelting facility at Estacion Madero, in the Municipio of Parras de la Fuente,
Coahuila, Mexico. The property includes 13.48 hectares (30 acres). Seventeen small rotating furnaces (SRF’s) and four large rotating furnaces (LRF) with an
associated stack and scrubbers. Other equipment includes cooling ducting, dust collectors, scrubber, laboratory, warehouse, slag vault, stack, jaw crusher,
screen, hammer mill, and a 3.5’ x 8’ rod mill. The plant has a feed capacity of twenty to thirty metric tons of direct shipping ore or concentrates per day,
depending on the quality of the feedstock. If the feedstock is in the range of 45% antimony, the smelter could produce as much as 10MM pounds of contained
antimony annually. Concentrates from our flotation plant, and hand-sorted ore from Mexico sources and other areas, are being processed. In 2019, we
completed the installation of a leach circuit to process concentrates from the Puerto Blanco cyanide leach plant containing precious metals from our Los Juarez
Mining property. The Madero production is either sold as metal or finished oxide directly to customers or shipped to our Montana plant to produce finished
Antimony products and precious metals. Access to the plant is by road and railroad. Set forth below are location maps:
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ZEOLITE DIVISION
Location
This property is located in the southeast corner of Idaho, approximately seven miles east of Preston, Idaho, 34 miles north of Logan, Utah, 79 miles south of
Pocatello, Idaho, and 100 miles north of Salt Lake City, Utah.
The mine is located in the N ½ of section 10 and the W ½ of section 2, section 3, and the E ½ section 4, Township 15, Range 40 East of the Boise Meridian,
Franklin County, Idaho. The plant and the initial pit are located on the Webster Farm, L.L.C., which is private land.
Transportation
The property is accessed by seven miles of paved road and about l mile of gravel road from Preston, Idaho. Preston is near the major north-south Interstate
Highway 15 to Salt Lake City or Pocatello.
Several Union Pacific rail sidings may be available to the mine. Bonida is approximately 25 miles west of the mine and includes acreage out of town where bulk
rock could be stored, possibly in existing silos or on the ground. Three-phase power is installed at this abandoned site. Finished goods can also be shipped
from the Franklin County Grain Growers feed mill in the town of Preston on the Union Pacific Railroad.
The Burlington Northern Railroad can be accessed at Logan, Utah.
Location Map
Property and Ownership
BRZ leases 320 acres from the Webster Farm, L.L.C. The term of the lease is 15 years and it began on March 1, 2010. This includes the mill site and zeolite in
the area of the open pit. The property is the NW ¼ and W ½ of the SW ¼ of section 3 and the N ½ of the W ¼ of section 10, Township 15 South, Range 40 East
of the Boise Meridian, Franklin County, Idaho. The lease requires a payment of $10.00 per ton plus an additional annual payment of $10,000 on March 1st of
each year. In addition, there are two other royalty holders. Nick Raymond and the estate of George Desborough each have a graduated royalty of $1.00 per ton
to $5.00 per ton, depending on the sale price.
The balance of the property is on Bureau of Land Management property and includes 480 acres held by 24, 20-acre Placer claims. Should we drop our lease
with Webster Farms LLC., we will retain these placer claims.
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Geology
The deposit is a very thick, sedimentary deposit of zeolitized volcanic ash of Tertiary age known as the Salt Lake Formation. The sedimentary interval in which
the clinoptilolite occurs is more than 1000 feet thick in the area. Thick intervals of the zeolite are separated by thin limestone and sandstone beds deposited in
the freshwater lake where the volcanic ash accumulated.
The deposit includes an 800- foot mountain. Zeolite can be sampled over a vertical extent of 800 feet on more than 700 acres. The current pit covers more than 3
acres. Despite the apparent size of the deposit, we claim no reserves.
Exploration, Development, and Mining
Exploration has been limited to the examination and sampling of surface outcrops and mine faces.
Mining Methods
Depending on the location, the zeolite is overlain by 1 to 12 feet of zeolite-rich soil. On the ridges, the cover is very little, and in the draws the soil is thicker. The
overburden is stripped using a tractor dozer, currently a Caterpillar D-8K. It is moved to the toe of the pit, and will eventually be dozed back over the pit for
reclamation.
Although near-surface rock is easily ripped, it is more economical to drill and blast it. Breakage is generally good. Initial benches are 20 feet high, and each
bench is accessed by a road.
Haulage is over approximately 4,000 feet of road on an uphill grade of 2.5% to the mill. On higher benches, the grade will eventually be downhill. Caterpillar 769
B rock trucks are being used. They haul 18 to 20 tons per load, and the cycle time is about 30 minutes.
With the trucks and the other existing equipment, the mine is capable of producing 80 tons per hour.
MILLING
Primary Crusher
The primary crushing circuit is a conventional closed circuit, utilizing a Stephens-Adamson 42” x 12’ apron feeder, Pioneer 30” x 42” jaw crusher, Nordberg
standard 3’ cone crusher, a 5’ by 12’ double deck Kohlberg screen, and has a self-cleaning dust collector. The rock is crushed to minus 1 inch and the circuit
has a rated capacity of more than 50 tons per hour.
Dryer
There are two dryer circuits, one for lines one and two, and one for the Raymond mill. The dryer circuits include one 50 ton feed bin, and each dryer has a
conveyor bypass around each dryer, a bucket elevator, and a dry rock bin. The dryers are 25 feet long, 5 feet in diameter and are fired with propane burners
rated at 750,000 BTUs. One self-cleaning bag house services both dryers. Depending on the wetness of the feed rock, the capacity is in the range of 10 tons per
hour per dryer. During most of the year, the dryers are not run.
Coarse Products Circuit
There are two lines to produce coarse products:
● Line 1 is a closed circuit with a 100 HP vertical shaft impactor and a 5 deck Midwestern Multi Vibe high frequency screen.
● Line 2 includes a Jeffries 30” by 24” 60 HP hammer mill in a closed circuit with two 5’ x 12’ triple deck Midwestern Multi Vibe high frequency screens.
The circuits also include bucket elevators, (3) 125 ton capacity product silos, a 6 ton capacity Crust Buster blender, augers, Sweco screens, and dust
collectors.
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Fine Products Circuit
The fine products circuit is in one building and it includes (2) 3.5’ x 10.5’ Derrick 2 deck high frequency (3450 RPM) screens and various bucket elevators,
augers, bins, and Sweco screens for handling product. Depending on the screening sizes, the plants can generate approximately 150 tons of granules and 125
tons of fines per 24-hour day.
Raymond Mill Circuit
The Raymond mill circuit includes a 6058 high-side Raymond mill with a double whizzer, dust collector, two 100 ton product silos, feed bin, conveyors, air slide,
bucket elevators, and control booth. The Raymond mill has a rated capacity of more than 10 tons per hour.
Item 3 Legal Proceedings
No director, officer or affiliate of USAC and no owner of record or beneficial owner of more than 5.0% of our securities or any associate of any such director,
officer or security holder is a party adverse to USAC or has a material interest adverse to USAC in reference to pending litigation.
Item 4 Mine Safety Disclosures
The information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report.
PART II
Item 5 Market for Common Equity and Related Stockholder Matters
Currently, our common stock is traded on the NYSE-AMERICAN under the symbol UAMY.
The approximate number of holders of record of our common stock at March 31, 2021, is 2,387.
We have not declared or paid any dividends to our stockholders during the last five years and do not anticipate paying dividends on our common stock in the
foreseeable future. Instead, we expect to retain earnings for the operation and expansion of our business.
During 2020, the Company sold units consisting of 5,742,858 from sale of shares of its common stock and 5,742,858 warrants to purchase shares of common
stock for total proceeds of $2,010,000. Offering costs associated with the sale totaled $196,932.
During 2019, the Company sold units consisting of 904,082 shares of its common stock and 452,041 warrants to purchase shares of common stock for total
proceeds of $433,960. Offering costs associated with the sale totaled $29,761.
During the year ended December 31, 2020, the Company awarded, but did not issue, common stock with a value of $110,000 to its Board of Directors as
compensation for their services as directors. In connection with the issuances, the Company recorded $110,000 in director compensation expense and accrued
common stock payable.
In June 2020, the Company issued the Board members 295,463 shares of the Company’s common stock for services provided during 2019 which was accrued
at December 31, 2019, with a value of $130,483.
During the years ended December 31, 2019, the Company awarded but did not issue, common stock with a value of $134,375 to its Board of Directors as
compensation for their services as directors. In connection with the issuances, the Company recorded $134,375 in director compensation expense and accrued
common stock payable.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In January 2019, the Company issued Daniel Parks, the Company’s prior Chief Financial Officer, 200,000 shares of the Company’s common stock with a fair
value of $136,000 to retain his services.
Item 6
Selected Financial Data
Not Applicable.
Item 7 Management's Discussion and Analysis or Plan of Operations
Certain matters discussed are forward-looking statements that involve risks and uncertainties, including the impact of antimony prices and production volatility,
changing market conditions and the regulatory environment and other risks. Actual results may differ materially from those projected. These forward-looking
statements represent our judgment as of the date of this filing. We disclaim, however, any intent or obligation to update these forward-looking statements.
Overview
Company-wide
For the year ended December 31, 2020, we reported net loss of $3,286,804 after depreciation and amortization of $885,843, compared to a net loss of
$3,672,891 for 2019 after depreciation and amortization of $895,990. Our company-wide EBITDA was a negative $2,400,961 for 2020, compared to a negative
EBITDA of $2,776,901 for 2019.
Net non-cash expense items for 2020 totaled $1,317,644 and included $318,502 for the loss on mineral properties, $885,843 for depreciation and amortization,
$106,108 for stock-based director compensation, and $7,191 for other items.
Net non-cash expense items for 2019 totaled $2,653,757 and included $1,410,736 for the loss on abandonment of mineral properties, $895,990 for depreciation
and amortization, $54,112 for amortization of debt discount, $134,375 for stock-based director compensation, $136,000 for stock-based employee compensation,
$16,396 for the write-down of inventory, and $6,148 for other items.
During the year ending December 31, 2020, the following transactions had a material impact on the Company’s net loss.
● In July of 2020, USAMSA elected to relinquish its lease agreement with the Wadley mines. This decision, which resulted in a loss on mineral properties
of $318,502 in 2020, was made principally because the exclusivity rights to purchase ore were not being honored. Antimony purchases were suspended
for a time following this event and have been re-established in early 2021. Ore purchased from the Wadley mines is now on a net smelter return basis.
● The Company was notified of delinquent export tax due associated with antimony production in Mexico prior to 2018. In 2020, the Company recognized
an expense for the amount due of approximately $1.2 million which was paid in February 2021.
During the year ending December 31, 2019, the following transaction had a material impact on the Company’s net loss.
● During the fourth quarter of 2019, it was decided to abandon two mining concessions in Mexico, known as the Guadalupe mine and the Soyatal mine.
This decision was prompted by the low prices for antimony and the expected cost to develop the properties. The effect of abandoning the properties was
a non-cash loss of $1,410,736 which was the carrying value of the mineral properties less the balance of related debt.
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Antimony Sales
During 2020, we saw our average sale price increase by $0.13 per pound from an average of $3.48 per pound for 2019 to an average of $3.61 per pound for
2020. Following the change in management in June and the suppressed price of antimony, the Company temporarily suspended sale of antimony oxide. This
decision was made principally in order to minimize the loss per pound in sales at a time for which our production acquisition contracts were being renegotiated.
As consequence of these decisions, the Company is, as of the first quarter of 2021, obtaining its raw materials from its Mexican sources at a substantial savings
as compared to the previous year. These savings are due to the withdrawal of overhead from the staff it had at the Wadley mine. Additionally, the Company is
now processing antimony products at its Madero facility at a substantial savings compared with all previous years. These savings were due to the renegotiating
of its natural gas contract for the Madero smelter.
During 2019, we saw our average sale price decrease by $0.63 per pound from an average price of $4.11 per pound for 2018 to $3.48 per pound for 2019.
During 2019, our raw material from our North American supplier increased by approximately 100,000 pounds and our supply of raw material from our Mexican
mines decreased by approximately 20,000 pounds. Even though our sales volume increased, our total sales of antimony decreased due to the decrease in our
sales price. This resulted in estimated decreased sales of approximately $662,000. Normal shipments from our North American supplier resumed in 2019 at a
lower level than we expected, and we do not expect an increase from this supplier in the near future.
In the third quarter of 2019, we renegotiated our sodium antimonite supply agreement from our North American supplier to recognize that antimony prices were in
a world-wide slump, and that our general and administrative costs were a larger percent of our revenues than they were under the previous agreement. The new
price agreement was implemented in the third quarter of 2019, and resulted in lower antimony production costs and an improved cash flow for 2019 and better
expectations for the North American operations going forward. The Company is currently engaged in a renewal of the contract with this supplier. The nature of
the contract will likely be altered in order to establish a better agreement for both parties.
Zeolite Sales
Our sales volume of zeolite in 2020 was 3,019 tons less than we sold in 2019, a decrease of 22%. Our average sales price increased by approximately $6 per
ton, from $192 per ton in 2019 to $199 per ton in 2020 (3.6%). During 2020, total sales of zeolite decreased by $504,294 from 2019. The zeolite division had an
EBIDTA of $445,481 for 2020, compared to an EBITDA of $683,936 for 2019. Net income decreased from $497,470 in 2019 to $262,861 in 2020 ($234,609).
Our sales volume of zeolite in 2019 was 641 tons less than we sold in 2018, a decrease of 4.5%. Our average sales price increased by approximately $6 per
ton, from $186 per ton in 2018 to $192 per ton in 2019 (2.7%). During 2019, total sales of zeolite decreased by $43,827 from 2018. The zeolite division had an
EBIDTA of $683,936 for 2019, compared to an EBITDA of $638,764 for 2018. Net income increased from $449,961 in 2018 to $497,470 in 2019, approximately
$47,000.
Precious Metals Sales
Ounces Gold Shipped (Au)
Ounces Silver Shipped (Ag)
Revenues
Precious Metal Sales
Silver/Gold
For the Year Ended December 31,
2020
2019
30.79
11,434
174,079
$
48.13
11,714
194,239
$
For the years ended December 31, 2020 and 2019, the EBITDA for precious metals was $174,079 and $194,239, respectively.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
2020
2019
$
2,942,628
$
5,450,649
1,388,065
25,809
169,662
139,035
-
1,722,571
471,598
590,579
-
363,206
1,425,383
2,942,628
3,147,954
(205,326)
2,352,959
43,738
243,341
164,876
65,652
2,870,566
3,268,277
596,719
166,800
71,329
4,103,125
5,450,649
6,973,691
(1,523,042)
174,079
194,239
86,835
86,835
87,244
69,067
69,067
125,172
2,118,823
2,623,117
1,000,772
182,620
223,545
163,231
224,875
1,795,043
323,781
1,160,502
186,466
269,251
158,891
266,388
2,041,498
581,619
5,235,530
5,029,832
205,698
$
8,268,005
9,084,256
(816,251)
$
Results of Operations by Division
For the years ended December 31, 2020 and 2019
Antimony Division
Revenues - Antimony (net of discount)
Domestic cost of sales:
Production costs
Depreciation
Freight and delivery
Indirect production costs
Direct sales expense
Total domestic antimony cost of sales
Mexico cost of sales:
Production costs
Depreciation and amortization
Land lease expense
Indirect production costs
Total Mexico antimony cost of sales
Total revenues - antimony
Total cost of sales - antimony
Total gross profit (loss) - antimony
Precious Metals Division:
Revenues
Cost of sales:
Depreciation
Total cost of sales
Gross profit - precious metals
Zeolite Division:
Revenues
Cost of sales:
Production costs
Depreciation
Freight and delivery
Indirect production costs
Royalties
Total cost of sales
Gross profit - zeolite
Company-wide
Total revenues - combined
Total cost of sales - combined
Total gross profit (loss) combined
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Earnings before income taxes
depreciation and amortization
For the years ended December 31, 2020 and 2019
Antimony - Combined USA
and Mexico
Lbs of Antimony Metal USA
Lbs of Antimony Metal Mexico
Total Lbs of Antimony Metal Sold
Average Sales Price/Lb Metal
Net loss/Lb Metal
Gross antimony revenue
Cost of sales - domestic
Cost of sales - Mexico
Operating expenses
Non-operating expenses
Loss on mineral properties
Net loss - antimony
Depreciation,& amortization
EBITDA - antimony
Precious Metals
Ounces sold
Gold
Silver
Gross precious metals revenue
Production costs
Net income - precious metals
Depreciation
EBITDA - precious metals
Zeolite
Tons sold
Average Sales Price/Ton
Net income (Loss)/Ton
Gross zeolite revenue
Cost of sales
Operating expenses
Non-operating expenses
Net income - zeolite
Depreciation
EBITDA - zeolite
Company-wide
Gross revenue
Production costs
Operating expenses
Non-operating expenses
Loss on mineral properties
Net income (loss)
Depreciation,& amortization
EBITDA
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
2020
514,837
300,473
815,310
3.61
(4.46)
$
$
2019
794,770
771,815
1,566,585
3.48
(2.74)
$
$
$
2,942,628
$
5,450,649
(1,722,571)
(1,425,383)
(3,134,889)
21,808
(318,502)
(6,579,537)
(2,870,566)
(4,103,125)
(1,451,267)
87,798
(1,409,022)
(9,746,182)
(3,636,909)
616,388
(4,295,533)
640,457
$
(3,020,521)
$
(3,655,076)
$
31
11,434
174,079
(86,835)
87,244
86,835
$
$
174,079
$
$
$
$
$
$
$
10,661
198.75
24.66
2,118,823
(1,795,043)
(57,049)
(3,870)
262,861
182,620
$
445,481
$
$
$
5,235,530
(5,029,832)
(3,191,938)
17,938
(318,502)
(3,286,804)
885,843
48
11,714
194,239
(69,067)
125,172
69,067
194,239
13,680
191.75
36.36
2,623,117
(2,041,498)
(68,567)
(15,582)
497,470
186,466
683,936
8,268,005
(9,084,256)
(1,519,834)
72,216
(1,409,022)
(3,672,891)
895,990
$
(2,400,961)
$
(2,776,901)
During the period ending December 31, 2020, the most significant factors affecting our financial performance were as follows:
● The death of John Lawrence, the Company’s previous President and Chairman, which created the opportunity to renegotiate existing supply and
processing contracts,
● The continuing decline of antimony prices,
● An assessment against US Antimony from the Mexican tax authority (SAT) in the amount of $1,120,730 regarding a lawsuit the Company had been
in involved in since 2016.
● A private placement of 5,742,858 shares of the Company’s common stock sold in July of 2020.
● A 50% decrease in Canadian supply of sodium antimonate.
● The consequences of the Covid-19 pandemic to antimony and zeolite sales and corresponding increase costs of freight.
During the period ended December 31, 2019, the most significant event affecting our financial performance was the continued low price of antimony. This
decrease in prices caused us to re-evaluate our commitment to the two antimony mines we were purchasing in Mexico. We made the decision that with the
depressed prices and the cost of developing the mines, it was in our best interest to abandon these properties and look at re-acquiring them in the future if
antimony prices improved. It was decided that our resources should be directed to completing our precious metals facility at Puerto Blanco and starting precious
metals production in 2021. In connection with the low antimony prices, we negotiated a lower cost agreement with our North American supplier which will help us
with future cash flow.
Our plan for the remainder of 2021 is to process approximately:
● 1,300 tons of mined rock from the Los Juarez property. 2,000 tons have already been moved to the Puerto Blanco facility. It is estimated that we
have 10,000 tons of mined rock at the Los Juarez property.
● At least 720 tons of ore from the Wadley mines at the Madero Smelting facility.
● 300 tons of milled tailings at the Puerto Blanco facility.
● 60 tons of stibnite ore at Puerto Blanco facility for the generation of concentrates specifically for the production of antimony trisulfide for the Defense
Logistic Agency (DLA).
In addition to the processing goals stated above, US Antimony intends to continue to improve its production capacity and sales of zeolite at its subsidiary Bear
River Zeolite (BRZ). Funds obtained in early 2021 from two public placements of stock will assist greatly to this goal as well as the improvement of the facilities in
Madero, Thompson Falls, Puerto Blanco, and Los Juarez.
In 2020, we only received 50% of our expected supply from North American sources. We anticipated increasing the raw material from Mexico and the
resumption of normal shipments from our North American supplier in 2019, but these plans did not materialize due to low overall metal prices and the low
antimony prices in particular.
In both 2020 and 2019, the Puerto Blanco mill circuits were utilized less than 2% of their capacity, but with the completion of the cyanide leach circuit we expect
it to be fully utilized processing precious metals ore from the Los Juarez mine. Some antimony will be realized as a by-product of processing the Los Juarez ore.
In 2020, US Antimony has been involved in renegotiating its supply contract with its North American source, that will likely result in a mutual improvement in the
supply contract. Additionally, the price of antimony in early 2021 is double what it was in 2019.
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The estimated recovery of precious metals per metric ton, after the caustic leach and cyanide leach circuits, is as follows at Los Juarez:
Schedule of Los Juarez
recovery values
Metal
Gold
Silver
Antimony
Total
Assay
Recovery
0.035 opmt
3.27 opmt
0.652%
87.40%
64.30% $
41.80% $
Value
$1,732/oz
25.90/oz
5.23/lb
$
$
$
$
Value/Mt
52.98
54.46
31.41
138.85
The following are highlights of the significant changes during 2020:
Antimony:
● The sale of antimony during 2020 was 815,310 pounds compared to 1,566,585 pounds in 2019, a decrease of 751,275 pounds (48%).
● The average sales price of antimony during 2020 was $3.61 per pound compared to $3.48 during 2019, an increase of $0.13 per pound (3.6%).
During the beginning of 2021, the Rotterdam price of antimony is approximately $5.23 per pound.
● The metallurgical problem with the Los Juarez concentrates has been solved with the cyanide and caustic leach plants, and initial production will
begin. This allowed the preliminary testing of the cyanide leach circuit to occur in 2020. The Company plans to process both 1,300 tons of Los
Juarez ore and 300 tons of milled tailings through this cyanide leach circuit during 2021.
● The net loss for antimony sold was $4.46 per pound in 2020.
● Our cost of goods sold for antimony decreased from $6,973,691 in 2019 to $3,147,954 in 2020. This was primarily due to the decrease in antimony
production during 2020 in response to the lower price of antimony, and halting production at the Wadley facility.
● Our cost of production for the years ended December 31, 2020 and 2019 included metallurgical testing at Puerto Blanco and Madero, Mexico, and to
a lesser degree, our plant in Thompson Falls, Montana.
● We are producing and buying raw materials, which will allow us to ensure a steady flow of products for sale. Our smelter at Madero, Mexico, was
producing primarily from ore from the Wadley mine in 2019. Production from Madero during 2020 and 2019 was primarily from our own Mexican
properties, and although we only received 50% of expected raw materials from our North American supplier, we purchased a significant portion of
the raw materials for our smelter in Montana.
● We produced ingots of antimony metal to be shipped directly to customers from our Madero smelter in 2020. We intend to increase this for 2021 and
beyond. This will significantly reduce our production and shipping costs.
● We are proceeding with the processing of Los Juarez ore in the 100 ton per day mill at Puerto Blanco. Due to the hardness of the jasperoid rock at
Los Juarez, it has been determined that the actual through-put is more like 80 tons per day.
Zeolite:
During 2020, the Company sold 10,661 tons compared to 13,680 tons in 2019, a decrease of 3,019 tons (22%). BRZ realized a net income of $262,862 in 2020
after depreciation of $182,620 compared to a net income of $497,470 in 2019 after depreciation of $186,466.
General and Administrative:
General and administrative costs, as reported in our statement of operations, include fees paid to directors through stock-based compensation, office expenses,
and fees to the NYSE AMERICAN, and other non-operating costs. The combined general and administrative costs were 11.6%, and 8.2%, of sales for 2020 and
2019, respectively.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Financial Condition and Liquidity
Financial Condition and Liquidity
Current assets
Current liabilities
Net Working Capital
Cash provided (used) by operations
Cash provided (used) by investing:
Cash used for capital outlay
Proceeds from sale of land
Cash provided (used) by financing:
Proceeds from notes payable to bank, net of payments
Principal paid on long-term debt
Advances from related party
Payments on advances from related parties
Proceeds from CARES Act note payable
Stock issued for cash
Checks issued and payable
Net change in cash and restricted cash
2020
2019
$
$
1,808,161
(4,477,543)
(2,669,382)
$
$
1,279,755
(3,975,681)
(2,695,926)
2020
(1,305,664)
$
$
2019
(11,355)
(243,091)
-
(97,066)
(46,670)
-
(83,419)
443,400
1,813,068
69,052
549,610
$
(792,925)
400,000
13,149
(127,683)
237,400
(35,066)
404,199
(28,849)
58,870
$
Our net working capital increased for the year ended December 31, 2020 from a negative amount of $2,695,926 at the beginning of the year to a negative
amount of $2,669,382 at the end of 2020. Current assets increased due to an increase in cash and cash equivalents. Our current liabilities increased by
$501,862, which included a decrease of approximately $584,000 in accounts payables and payables to related parties, but an overall increase due to Mexican
export tax liability. Capital improvements were paid for with cash and debt.
For the year ending December 31, 2021, we are planning to use funds acquired from the two stock offerings raised in Q1 2021 to make significant improvements
to our operations at Madero, Puerto Blanco, Bear River Zeolite, and Thompson Falls facilities with the goal of increasing production and decreasing costs.
Going Concern Consideration
At December 31, 2020, the Company’s consolidated financial statements show negative working capital of approximately $2.7 million and an accumulated deficit
of approximately $32.7 million. With the exception of 2018, the Company has incurred losses for the past several years. The net income in 2018 was primarily
due to non-recurring events which contributed approximately $2.5 million to net income. The continuing losses are principally a result of the Company’s antimony
operations due to both depressed antimony prices and production costs incurred in Mexico. To improve conditions, the Company plans to continue searching for
areas to reduce these production costs. Management expects improvement in cash flow in 2021 from the sale of precious metals extracted from the leach
circuit that came on line in Mexico in the second half of 2020.
Over the past several years, the Company has been able to make required principal payments on its debt from cash generated from operations. The Company
is confident it can make debt payments when due. In March 2020, the Company applied for and received funds from a note payable under the CARES Act for
$443,400. In July 2020 the Company was successful in raising $1,813,068 from the sale of shares of common stock and warrants to fund capital projects in
Mexico. In the first quarter of 2021, the Company raised $23,497,180 (net of $1,499,820 in agent’s fees) from sale of shares of its common stock and warrants
that will be used for general corporate purposes, working capital, and to fund a geochemical, geological and geophysical program at the Los Juarez property.
With the funds raised, management believes the Company has sufficient funds to sustain its operations and meet its financial obligations during the 12 months
following the date of issuance of the consolidated financial statements.
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Critical Accounting Estimates
We have, besides our estimates of the amount of depreciation on our assets, two critical accounting estimates. The percentage of antimony contained in our
unprocessed ore in inventory is based on assays taken at the time the ore is delivered, and may vary when the ore is processed. Also, the asset recovery
obligation on our balance sheet is based on an estimate of the future cost to recover and remediate our properties as required by our permits upon cessation of
our operations, and may differ when we cease operations.
● The value of unprocessed ore is based on assays taken at the time the ore is delivered, and may vary when the ore is processed. We assay the ore
to estimate the amount of antimony contained per metric ton, and then make a payment based on the Rotterdam price of antimony and the % of
antimony contained. Our payment scale incorporates a penalty for ore with a low percentage of antimony. It is reasonably likely that the initial assay
will differ from the amount of metal recovered from a given lot. If the initial assay of a lot of ore on hand at the end of a reporting period were
different, it would cause a change in our reported inventory, but would not change our accounts payable, reported cost of goods sold or net income
amounts. Our net income would not be affected. Direct shipping ore (DSO) purchased at our Madero smelter is paid for at a fixed amount at the time
of delivery and assaying, and is not subject to accounting estimates. The amount of the accounting estimate for purchased ore at our Puerto Blanco
mill is in a constant state of change because the amount of purchased ore and the per cent of metal contained are constantly changing. Due to the
amount of ore on hand at the end of a reporting period, as compared to the amount of total assets, liabilities, equity, and the ore processed during a
reporting period, any change in the amount of estimated metal contained would likely not result in a material change to our financial condition.
● The asset retirement obligation and asset on our balance sheet is based on an estimate of the future cost to recover and remediate our properties as
required by our permits upon cessation of our operations, and may differ when we cease operations. At December 31, 2011, we made an estimate
that the cost of the machine and man hours probable to be needed to put our properties in the condition required by our permits once we cease
operations would be $134,000. For purposes of the estimate, we used a probable life of 20 years and costs that, initially, are comparable to rates
that we would incur at the present. We are adding to (an accretion of 6%) the liability each year, and amortizing the asset over 20 years ($6,700
annually), which decreases our net income in total each year. We make periodic reviews of the remaining life of the mine and other operations, and
the estimated remediation costs upon closure, and adjust our account balances accordingly. At this time, we think that an adjustment in our asset
recovery obligation is not required, and an adjustment in future periods would not have a material impact in the year of adjustment, but would
change the amount of the annual accretion and amortization costs charged to our expenses by an undetermined amount.
Item 7A Quantitative and Qualitative Disclosures about Market Risk
Not Applicable.
Item 8 Financial Statements
The consolidated financial statements of the registrant are included herein on pages F1-F24.
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
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Item 9A Controls and Procedures
Evaluation of disclosure controls and procedures
At 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 Accounting 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 Accounting Officer have concluded that our disclosure controls and procedures were not
effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission
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 Interim
CEO and Interim President, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Disclosure controls and procedures were not effective due primarily to material weaknesses in the Company’s internal control of financial reporting as discussed
below.
Internal control over financial reporting
Management's annual report on internal control over financial reporting
The management of USAC is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has
been designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of our published
financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation.
The management of USAC has assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. To make this assessment,
we used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013), issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
As a result of our assessment, we concluded that we have material weaknesses in our internal control over financial reporting as of December 31, 2020. These
weaknesses are as follows:
● Inadequate design of internal control over the preparation of the financial statements and financial reporting processes;
● Inadequate monitoring of internal controls over significant accounts and processes including controls associated with domestic and Mexican
subsidiary operations and the period-end financial reporting process; and
● The absence of proper segregation of duties within significant processes and ineffective controls over management oversight, including antifraud
programs and controls.
We are aware of these material weaknesses and will develop procedures to ensure that independent review of material transactions is performed. The Principal
Executive Officer will develop internal control measures to mitigate the inadequate documentation of controls and the monitoring of internal controls over
significant accounts and processes including controls associated with the period-ending reporting processes, and to mitigate the segregation of duties within
significant accounts and processes and the absence of controls over management oversight, including antifraud programs and controls.
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We plan to consult with independent experts when complex transactions are entered into.
Because these material weaknesses exist, management has concluded that our internal control over financial reporting as of December 31, 2020, is ineffective.
Changes in internal control over financial reporting
There were no changes in internal control over financial reporting for the quarter ended December 31, 2020.
PART III
Item 10 Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act
Identification of directors and executive officers at December 31, 2020, is as follows:
Name
John C. Gustavsen
Russell C. Lawrence
Alicia Hill
Hart W. Baitis
Dr. Blaise Aguirre
Joseph Bardswich
Age
72
52
38
70
55
73
Affiliation
Interim CEO
Interim President & Director
Secretary, Controller,
and Treasurer
Director
Director
Director
Expiration of Term
Annual meeting
Annual meeting
Annual meeting
Annual meeting
Annual meeting
Annual meeting
Business Experience of Directors and Executive Officers
Russell C. Lawrence. Mr. Lawrence has experience in applied physics, mining, refining, excavation, electricity, electronics, and building contracting. He
graduated from the University of Idaho in 1994 with a degree in physics, and worked for the Physics Department at the University of Idaho for a period of 10
years. He has also worked as a building contractor and for USAC at the smelter and laboratory at Thompson Falls, for USAMSA in the construction and
operation of the USAMSA smelter in Mexico, and for Antimonio de Mexico, S. A. de C. V. at the San Miguel Mine in Mexico.
Hart W. Baitis. Mr. Baitis graduated from the University of Oregon in 1971 with a B.S. in Geology, and was awarded a Ph. D. in Geology in 1976. He has 35
years of experience as an exploration geologist in the United States, Canada, Central America, and Mexico. Mr. Baitis is experienced in numerous geologic
environments and terrains, and has been involved in all phases of exploration, ranging from field geologist, consultant, management, and acquisition team
director.
Dr. Blaise Aguirre. Blaise Aguirre, MD joined the Board of Directors of United States Antimony Corp. on August 14, 2019, to replace a Director that retired for
medical reasons. 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 is an Assistant Professor of Psychiatry at Harvard Medical School and he is the
founding Medical Director of 3East at McLean Hospital. Dr. Aguirre is fluent in Spanish and lectures worldwide. He was elected to the Board at Investors Capital
Holdings, Ltd in 2011 and remained on the Board until it was sold to RCAP. 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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Alicia Hill. Ms. Hill was hired by the Company in 2006 as an accounting assistant, and was eventually promoted to chief accountant responsible for the
recording of transactions for three companies. In 2011, she was appointed Company Controller, Secretary, and Treasurer. Ms. Hill has guided the Company
through the listing on the NYSE-MKT, in the addition of a new division in Mexico, and has been the liaison with the Company’s auditors through a progressively
complicated reporting process.
Lloyd Joseph Bardswich Mr. Bardswich has extensive experience in mining, mining engineering, management, drilling, metallurgy and plant design. He is a
registered professional mining engineer, can served as a QP (qualified person) regarding reporting to NI43-101 standards and has worked as a Shift Boss, Mine
Safety Engineer, Mine Foreman, Mine Manager, and Mining Consultant.
John C. Gustaven. Mr. Gustaven graduated from Rutgers University in 1970 with a BS in chemistry and started work for Harshaw Chemical (purchased by
Amspec Chemical Corporation), a major producer of antimony trioxide. Mr. Gustaven took engineering courses from 1976 through 1980, and became president
and treasurer of the company in 1983. He was promoted CEO in 1990. Mr. Gustaven designed a new type of production furnace for antimony trioxide that
eventually produced 20 million pounds of antimony trioxide per year. Mr. Gustaven is conversant in Spanish, Chinese, and other languages, and travelled to
many countries as part of his duties as president of Amspec Chemical Corporation. Mr. Gustaven came to work at United States Antimony Corporation in
November of 2011.
We are not aware of any involvement by our directors or executive officers during the past five years in legal proceedings that are material to an evaluation of the
ability or integrity of any director or executive officer.
Board Meetings and Committees Our Board of Directors held four (4) regular meetings during the 2020 calendar year. Each incumbent director attended all of
the meetings held during the 2020 calendar year, in the aggregate, by the Board and each committee of the Board of which he was a member.
Our Board of Directors established an Audit Committee on December 10, 2011. It consisted of two members at December 31, 2020, Jeffrey Wright, and Hart
Baitis. None of the Audit Committee members are involved in our day-to-day financial management. Jeffrey Wright was considered a financial expert. Jeffrey
Wright resigned from the board effective January 1, 2021. Craig Thomas resigned from the board on January 13, 2021.
During 2011, the Board also established a Compensation Committee and a Nominating Committee.
Board Member Compensation Following is a summary of fees, cash payments, stock awards, and other reimbursements to Directors during the year ended
December 31, 2020:
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Directors Compensation
Name and Principal
Position
Russell Lawrence,
Interim President
Hartmut Baitis,
Director
Dr. Blaise Aquirre,
Director
Jeffrey Wright,
Director
Craig Thomas,
Director
John Lawrence,
Previous President
Totals
Fees Earned
paid in Cash
Fees Earned
paid in Stock
-
$
20,000
$
Total Fees,
Awards, and
Other
Compensation
20,000
-
$
20,000
$
20,000
-
$
20,000
$
20,000
-
$
20,000
$
20,000
-
$
20,000
$
20,000
-
$
10,000
$
10,000
$
-
$
110,000
$
110,000
Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers
and the holders of 10% or more of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and stockholders holding more than 10% of our common stock are required by the regulation to furnish us with copies of all Section 16(a)
forms they have filed. Based solely on our review of copies of Forms 3, 4 and 5 furnished to us, Mr. Hart Baitis and Mr. Russell Lawrence did not file timely
Forms 3, 4 or Form 5 reports during 2019 and 2018.
Code of Ethics
The Company has adopted a Code of Ethics that applies to the Company's executive officers and its directors. The Company will provide, without charge, a copy
of the Code of Ethics on the written request of any person addressed to the Company at: United States Antimony Corporation, P.O. Box 643, Thompson Falls,
MT 59873.
Item 11 Executive Compensation
Summary Compensation Table
The Securities and Exchange Commission requires the following table setting forth the compensation paid by USAC to its principal executive officer for fiscal
years ended December 31, 2020 and 2019.
Name and Principal Position
Russell Lawrence,
Interim President
John C. Gustaven,
Interim CEO
Year
2020
2019
2020
2019
Salary
$110,000
$110,000
$100,000
$100,000
Bonus
N/A
Stock Awards (2)
$20,000
$25,000
N/A
Total
$130,000
$135,000
$100,000
$100,000
Compensation for all executive officers, except for the President/CEO position, is recommended to the compensation committee of the Board of Directors by the
President/CEO. The compensation committee makes the recommendation for the compensation of the President/CEO. The compensation committee has
identified a peer group of mining companies to aid in reviewing the President’s compensation recommendations for executives, and for reviewing the
compensation of the President/CEO. The full Board approves the compensation amounts recommended by the compensation committee. Currently, the
executive managements’ compensation only includes base salary and health insurance. The Company does not have annual performance based salary
increases, long term performance based cash incentives, deferred compensation, retirement benefits, or disability benefits.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The Interim President receives restricted stock awards for their services as Board members.
There were not any outstanding equity awards or plan based awards to officers or directors as of December 31, 2020. John Lawrence, previous President and
Chairman, exercised his warrants at a price of $0.25 per share for 250,000 shares on March 20, 2020. The receipt of $62,500 from the warrants was used to
reduce advances payable to Mr. Lawrence.
Item 12 Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding beneficial ownership of our common stock as of March 26, 2021 by (i) each person who is known by us to
beneficially own more than 5% of our Series B, C, and D preferred stock or common stock; (ii) each of our executive officers and directors; and (iii) all of our
executive officers and directors as a group. 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
Series B Preferred
Series C Preferred
Series C Preferred
Series C Preferred
Series C Preferred
Common Stock
Series D Preferred
Series D Preferred
Name and Address of Beneficial Owner (1)
Excel Mineral Company P.O. Box 3800 Santa
Barbara, CA 93130
Richard A. Woods 59 Penn Circle West Penn
Plasa Apts. Pittsburgh, PA 15206
Dr. Warren A Evans 69 Ponfret Landing Road
Brooklyn, CT 06234
Edward Robinson 1007 Spruce Street, 1st flor
Philadelphia, PA 19107
All Series C Preferred Shareholders as a Group
John C. Lawrence
Russell Lawrence
Hart Baitis
Blaise Aquirre
All Directors and Executive Officers as a Group
John C. Lawrence
Leo Jackson
Garry Babbitt
All Series D Preferred Shareholders as a Group
32,203(4)
177,904
4,496,350
495,897
441,978
17,688
5,451,913
1,590,672
102,000
58,333
1,751,005
Common Stock and Preferred Stock w/voting
rights
Common Stock and Preferred Stock w/voting
rights
All Directors and Executive Officers as a Group
All Preferred Shareholders that are officers or
directors
5,451,913
1,751,005
Amount and
Nature of
Beneficial
Ownership
Percent of Class
(1)
Percent of all
Voting Stock
750,000
100%
N/A
48,305(4)
27.1%
32,203(4)
18.1%
18%
100%
82.5%
9.1%
8.1%
0.3%
100%
90.8%
5.8%
3.3%
100%
75.7%
24.3%
*
*
*
*
4.2%
*
*
*
1.5%
*
*
1.7%
5.1%
1.7%
6.8%
Common and Preferred Voting Stock
7,202,918
100.0%
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(1)
(2)
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 March 26, 2021, 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 108,994,999 shares of common
stock, 750,000 shares of Series B Preferred Stock, 177,904 shares of Series C Preferred Stock, and 1,751,005 shares of Series D Preferred Stock
outstanding on December 31, 2020. Total voting stock of 77,878,666 shares is a total of all the common stock issued, and all of the Series C and
Series D Preferred Stock outstanding at December 31, 2020.
The outstanding Series C and Series D preferred shares carry voting rights equal to the same number of shares of common stock.
Item 13
Certain Relationships and Related Transactions
Described below are transactions during the last two years to which we are 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 has a direct or indirect
material interest.
In January 2019, the Company issued Daniel Parks, the Company’s Prior Chief Financial Officer, 200,000 shares of the Company’s common stock with a fair
value of $136,000 to retain his services.
During the year ended December 31, 2020, the Company awarded, but did not issue, common stock with a value of $110,000 to its Board of Directors as
compensation for their services as directors. In connection with the issuances, the Company recorded $110,000 in director compensation expense and accrued
common stock payable.
In June 2020, the Company issued the Board members 295,463 shares of the Company’s common stock for services provided during 2019 which was
accrued at December 31, 2019, with a value of $130,483.
During the years ended December 31, 2019, the Company awarded but did not issue, common stock with a value of $134,375 to its Board of Directors as
compensation for their services as directors. In connection with the issuances, the Company recorded $134,375 in director compensation expense and accrued
common stock payable.
The Company’s previous President and Chairman, John Lawrence, 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 owns. The amount due to Mr. Lawrence as of December 31, 2020 and 2019 was
$171,017 and $156,974, respectively. Expenses paid to Mr. Lawrence for the years ended December 31, 2020 and 2019 were $1,533 and $9,799, respectively
During 2019, John Lawrence made advances to the Company totaling $227,200, of which $170,985 had been repaid as of December 31, 2020, leaving an
advance payable of $56,215. John C. Gustaven, Interim CEO, advanced the Company $10,200 during 2019, of which $10,000 had been repaid as of December
31, 2020, leaving a balance of $200.
Item 14 Principal Accountant Fees and Services
The Company's Board of Directors and audit committee reviews and approves audit and permissible non-audit services performed by Assure CPA (formerly
DeCoria, Maichel & Teague P.S.), as well as the fees charged by Assure CPA for such services. In its review of non-audit service fees and its appointment of
Assure CPA as the Company's independent accountants, the Board of Directors 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 2020 were pre-approved by the Board of Directors and
its audit committee.
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Audit Fees
The aggregate fees billed by Assure CPA for professional services for the audit of the annual financial statements of the Company and the reviews of the
financial statements included in the Company's quarterly reports on Form 10-Q for 2020 and 2019 were $122,500 and $118,998, respectively, net of expenses.
Audit-Related Fees
There were no other fees billed by Assure CPA during the last two fiscal years for assurance and related services that were reasonably related to the
performance of the audit or review of the Company's financial statements and not reported under "Audit Fees" above.
Tax Fees
The aggregate fees billed by Assure CPA during the last two fiscal years for professional services rendered by Assure CPA for tax compliance for 2020 and 2019
were $12,100 and $11,833, respectively.
All Other Fees
There were $1,123 in other fees billed by Assure CPA during 2020 and none during 2019.
Item 15. Exhibits and Reports on Form 8-K
Exhibit Number
Description
3.01
3.02
3.03
3.04
4.01
Articles of Incorporation of USAC, filed as an exhibit to USAC's Form 10-KSB for the fiscal year ended December 31, 1995 (File No.001-
08675), are incorporated herein by this reference.
Amended and Restated Bylaws of USAC, filed as an exhibit to amendment No. 2 to USAC's Form SB-2 Registration Statement (Reg. No.
333-45508) are incorporated herein by this reference.
Articles of Correction of Restated Articles of Incorporation of USAC.
Articles of Amendment to the Articles of Incorporation of United States Antimony Corporation, filed as an exhibit to USAC's Form 10-QSB for
the quarter ended September 30, 2002 (File No. 001-08675), are incorporated herein by this reference.
Key Employees 2000 Stock Plan, filed as an exhibit to USAC's Form S-8 Registration Statement filed on March 10, 2000 (File No. 333-
32216) is incorporated herein by this reference.
Documents filed with USAC's Annual Report on Form 10-KSB for the year ended December 31, 1995 (File No. 001-08675), are incorporated herein by this
reference:
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
Yellow Jacket Venture Agreement
Agreement Between Excel-Mineral USAC and Bobby C. Hamilton
Letter Agreement
Columbia-Continental Lease Agreement Revision
Settlement Agreement with Excel Mineral Company
Memorandum Agreement
Termination Agreement
Amendment to Assignment of Lease (Geosearch)
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10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.30
Series B Stock Certificate to Excel-Mineral Company, Inc.
Division Order and Purchase and Sale Agreement
Inventory and Sales Agreement
Processing Agreement
Release and settlement agreement between Bobby C. Hamilton and United States Antimony Corporation
Columbia-Continental Lease Agreement
Release of Judgment
Covenant Not to Execute
Warrant Agreements filed as an exhibit to USAC's Annual Report on Form 10-KSB for the year ended December 31, 1996 (File No. 001-
08675), are incorporated herein by this reference
Letter from EPA, Region 10 filed as an exhibit to USAC's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997 (File
No. 001-08675) is incorporated herein by this reference
Warrant Agreements filed as an exhibit to USAC's Annual Report on Form 10-KSB for the year ended December 31, 1997 (File No. 001-
08675) are incorporated herein by this reference
Answer, Counterclaim and Third-Party Complaint filed as an exhibit to USAC's Quarterly Report on Forms 10-QSB for the quarter ended
September 30, 1998 (File No. 001-08675) is incorporated herein by this reference
Documents filed with USAC's Annual Report on Form 10-KSB for the year ended December 31, 1998 (File No. 001-08675), are incorporated herein by this
reference:
10.31
10.32
Warrant Issue-Al W. Dugan
Amendment Agreement
Documents filed with USAC's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999 (File No. 001-08675) is incorporated herein by this
reference:
10.33
10.34
Warrant Issue-John C. Lawrence
PVS Termination Agreement
Documents filed as an exhibit to USAC's Form 10-KSB for the year ended December 31, 1999 (File No. 001-08675) are incorporated herein by this reference:
10.35
10.36
10.37
10.38
10.39
Maguire Settlement Agreement
Warrant Issue-Carlos Tejada
Warrant Issue-Al W. Dugan
Memorandum of Understanding with Geosearch Inc.
Factoring Agreement-Systran Financial Services Company
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10.40
10.41
10.42
10.43
10.44
10.45
10.46
Mortgage to John C. Lawrence
Warrant Issue-Al W. Dugan filed as an exhibit to USAC's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000 (File No.
001-08675) is incorporated herein by this reference
Agreement between United States Antimony Corporation and Thomson Kernaghan & Co., Ltd. filed as an exhibit to USAC form 10-QSB for
the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference
Settlement agreement and release of all claims between the Estate of Bobby C. Hamilton and United States Antimony Corporation filed as
an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference.
Supply Contracts with Fortune America Trading Ltd. filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No.
001-08675) are incorporated herein by this reference
Amended and Restated Agreements with Thomson Kernaghan & Co., Ltd, filed as an exhibit to amendment No. 3 to USAC's Form SB-2
Registration Statement (Reg. No. 333-45508), are incorporated herein by this reference
Purchase Order from Kohler Company, filed as an exhibit to amendment No. 4 to USAC's Form SB-2 Registration Statement (Reg. No. 333-
45508) are incorporated herein by this reference
Documents filed as an exhibit to USAC's Form 10-QSB for the quarter ended June 30, 2002 (File No. 001-08675) are incorporated herein by this reference:
10.47
10.48
10.49
10.50
10.51
10.52
10.53
10.54
14.0
31.1
32.1
44.1
Bear River Zeolite Company Royalty Agreement, dated May 29, 2002
Grant of Production Royalty, dated June 1, 2002
Assignment of Common Stock of Bear River Zeolite Company, dated May 29, 2002
Agreement to Issue Warrants of USA, dated May 29, 2002
Secured convertible note payable - Delaware Royalty Company dated December 22, 2003*
Convertible note payable - John C. Lawrence dated December 22, 2003*
Pledge, Assignment and Security Agreement dated December 22, 2003*
Note Purchase Agreement dated December 22, 2003*
Code of Ethics*
Rule 13a-14(a)/15d-14(a) Certifications - Certification of John C. Lawrence*
Section 1350 Certifications - Certification of John C. Lawrence*
CERCLA Letter from U.S. Forest Service filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675)
are incorporated herein by this reference and filed as an exhibit to USAC's Form 10-KSB for the year ended December 31, 1995 (File No. 1-
8675) is incorporated herein by this reference
______________________
* Filed herewith.
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Reports on Form 8-K
Item 5.
Other Events - October 10, 2003.
Exhibit 21.01
Subsidiaries of Registrant, as of December 31, 2020
Bear River Zeolite Company
C/o Box 643
Thompson Falls, MT 59873
Antimonio de Mexico, S.A. de C.V.
C/o Box 643
Thompson Falls, MT 59873
United States Antimony, Mexico, S.A. de C.V.
C/o Box 643
Thompson Falls, MT 59873
Stibnite Holding Company US Inc.
C/o Box 643
Thompson Falls, MT 59873
Antimony Mining and Milling US LLC
C/o Box 643
Thompson Falls, MT 59873
AGUA Mines, Inc
C/0 Box 643
Thompson Falls, MT 59873
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Exhibit 95. Mine Safety Disclosures
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or
that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC
information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the
year ended December 31, 2020, we had no material specified health and safety violations, orders or citations, related assessments or legal actions, mining-
related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act, except as
follows:
MSHA Actions for the year ended December 31, 2020
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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.
SIGNATURES
UNITED STATES ANTIMONY CORPORATION
(Registrant)
By /s/Russell Lawrence Date: March 31, 2021
Russell Lawrence, Interim President, Director, and Principal Executive Officer
By /s/Alicia Hill Date: March 31, 2021
Alicia Hill, Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
By /s/Russell Lawrence Date: March 31, 2021
Russell Lawrence, Interim Director and President
(Principal Executive)
By /s/Hart Baitis Date: March 31, 2021
Hart Baitis, Director
By /s/Blaise Aguirre Date: March 31, 2021
Blaise Aguirre, Director
By /s/ Joseph Bardswich Date: March 31, 2021
Joseph Bardswich, Director
32
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of United States Antimony Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of United States Antimony Corporation (the "Company") as of December 31, 2020 and 2019,
the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years then ended, and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting
principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to
be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
F-1
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Assessment of Properties, Plants and Equipment for Impairment
As described in Note 2 to the consolidated financial statements, management reviews and evaluates the net carrying value of properties, plants and equipment
for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. If deemed
necessary based on this review and evaluation, management performs a test for impairment. The determination of whether an impairment has occurred is based
on an estimate of undiscounted future net cash flows attributable to the assets as compared to the carrying value of the assets.
In its review and evaluation, management determined that the carrying amount of properties, plants and equipment located in Mexico (“Mexican PPE”), which
has a carrying value of $8,438,413 as of December 31, 2020, may not be recoverable and prepared an undiscounted future net cash flows analysis to determine
recoverability. Based on its analysis, management concluded that the undiscounted future net cash flow exceeded the net carrying value of the Mexican PPE
and an impairment was not recognized.
The undiscounted future net cash flow analysis prepared by management is sensitive to assumptions including quantities of recoverable minerals, expected
metal prices, production levels, and estimated operating costs of production and capital.
We identified the impairment assessment of the Mexican PPE as a critical audit matter due to the materiality of the Mexican PPE balance, the high degree of
auditor judgment and an increased level of effort when performing audit procedures to evaluate the reasonableness of management’s assumptions in
determining the undiscounted future net cash flows. The primary procedures we performed to address this critical audit matter included:
● Evaluation of the Company’s identification of significant events or changes in circumstances that have occurred indicating the underlying Mexican PPE
may not be recoverable by performing an independent assessment.
● Discussion with management of future business plans for the Mexican PPE and assessment as to whether the undiscounted future net cash flow
analysis was consistent with the plans.
● Comparison of key assumptions utilized in the current undiscounted future net cash analysis to assumptions used in past analyses and assessed
whether the current analysis appropriately reflected the impact of changes to the Company’s business plans and operations, current metal prices,
actual operating costs, and industry-specific events.
● In addition to ensuring key assumptions were consistent with evidence obtained in other areas of the audit, evaluation of the significant assumptions
and judgements used in the Company’s analysis including:
❑
❑
❑
estimated metal price through comparison to publicly available industry information,
estimated future operating and development costs through comparison to the Company’s historical costs, and
estimated quantities of recoverable minerals through comparison to historical data and based on our knowledge and experience with the
Company.
/s/ Assure CPA, LLC
Assure CPA, LLC (formerly DeCoria, Maichel & Teague, P.S.)
We have served as the Company's independent auditor since 1998.
Spokane, Washington
March 31, 2021
F-2
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
United States Antimony Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2020 and 2019
ASSETS
Current assets:
Cash and cash equivalents
Certificates of deposit
Accounts receivable
Inventories
Total current assets
Properties, plants and equipment, net
Restricted cash for reclamation bonds
IVA receivable and other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks issued and payable
Accounts payable
Payable to related parties
Accrued liabilities
Notes payable to bank
Export tax assessment payable (Note 13)
Hillgrove advances payable (Note 10)
Long-term debt, current portion
Total current liabilities
Long-term debt, net of current portion
Hillgrove advances payable (Note 10)
CARES Act note payable (Note 17)
Stock payable to directors for services
Asset retirement obligations and accrued reclamation costs
Total liabilities
Commitments and contingencies (Notes 13 and 15)
Stockholders' equity:
Preferred stock $0.01 par value, 10,000,000 shares authorized:
Series A: -0- shares issued and outstanding
Series B: 750,000 shares issued and outstanding
(liquidation preference $945,000 and $937,500
respectively)
Series C: 177,904 shares issued and outstanding
(liquidation preference $97,847 both years)
Series D: 1,751,005 shares issued and outstanding
(liquidation preference $5,084,770 and $5,043,622
respectively)
Common stock, $0.01 par value, 150,000,000 shares authorized;
75,949,757 and 69,661,436 shares issued and outstanding, respectively
Additional paid-in capital
Accumulated deficit
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
$
2020
2019
$
665,102
254,212
238,634
650,213
1,808,161
115,506
253,552
284,453
626,244
1,279,755
$
$
11,225,594
57,275
208,472
13,299,502
86,685
1,876,874
227,432
635,626
100,000
1,120,730
378,074
52,122
4,477,543
34,304
756,147
443,400
110,000
291,719
6,113,113
12,186,848
57,261
170,111
13,693,975
17,633
2,328,977
359,309
638,288
197,066
-
378,074
56,334
3,975,681
76,762
756,147
-
134,375
283,868
5,226,833
-
-
7,500
1,779
7,500
1,779
17,509
17,509
759,496
39,050,899
(32,650,794)
7,186,389
13,299,502
$
696,614
37,107,730
(29,363,990)
8,467,142
13,693,975
$
The accompanying notes are an integral part of these consolidated financial statements.
F-3
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations
For the years ended December 31, 2020 and 2019
REVENUES
COST OF REVENUES
GROSS PROFIT (LOSS)
OPERATING EXPENSES:
General and administrative
Exploration expense
Salaries and benefits
Export tax assessment
Other operating expenses
Professional fees
Loss on mineral properties
TOTAL OPERATING EXPENSES
INCOME (LOSS) FROM OPERATIONS
OTHER INCOME (EXPENSE):
Interest expense
Other income (expense)
TOTAL OTHER INCOME (EXPENSE)
NET INCOME (LOSS)
Preferred dividends
2020
2019
$
5,235,530
$
8,268,005
5,029,832
9,084,256
205,698
(816,251)
607,365
165,183
367,491
1,120,920
684,361
246,618
318,502
3,510,440
674,494
-
518,758
-
88,347
245,091
1,410,736
2,937,426
(3,304,742)
(3,753,677)
(17,991)
35,929
17,938
(78,344)
159,130
80,786
(3,286,804)
(48,649)
(3,672,891)
(48,649)
Net income (loss) available to common stockholders
$
(3,335,453)
$
(3,721,540)
Net income (loss) per share of common stock:
Basic and diluted
Weighted average shares outstanding:
Basic and diluted
$
(0.05)
$
(0.05)
72,513,814
69,004,897
The accompanying notes are an integral part of these consolidated financial statements.
F-4
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
For the years ended December 31, 2020 and 2019
Balances, December 31, 2018
Issuance of common stock to Directors
Issuance of common stock for cash
Net loss
Balances, December 31, 2019
Issuance of common stock upon exercise of warrants
Issuance of common stock to Directors
Issuance of common stock and warrants for
cash
Common stock issuance costs
Net loss
Balances, December 31, 2020
Total Preferred Stock
Shares
Amount
2,678,909
$
26,788
Common Stock
Amount
Additional
Paid
In Capital
Accumulated
Deficit
$ (25,691,099)
Total
Stockholders'
Equity
11,424,834
$
Shares
68,227,171
200,000
330,183
904,082
682,271
$
36,406,874
2,000
3,302
9,041
134,000
171,698
395,158
2,678,909
26,788
69,661,436
696,614
37,107,730
(3,672,891)
(29,363,990)
250,000
295,463
2,500
2,954
5,742,858
57,428
60,000
127,529
1,952,572
(196,932)
2,678,909
$
26,788
75,949,757
759,496
$
39,050,899
(3,286,804)
$ (32,650,794)
$
136,000
175,000
404,199
(3,672,891)
8,467,142
62,500
130,483
2,010,000
(196,932)
(3,286,804)
7,186,389
The accompanying notes are an integral part of these consolidated financial statements.
F-5
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2020 and 2019
Cash Flows From Operating Activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization
Loss on mineral properties
Write-down of inventory to net realizable value
Amortization of debt discount
Accretion of asset retirement obligation
Common stock issued for services
Common stock payable for directors' fees
Other non cash items
Change in:
Accounts receivable, net
Inventories
IVA receivable and other assets
Accounts payable
Accrued liabilities
Export tax assessment payable
Payables to related parties
Net cash provided (used) by operating activities
Cash Flows From Investing Activities:
Payment received on note receivable for sale of land
Purchases of properties, plants and equipment
Net cash used by investing activities
Cash Flows From Financing Activities:
Change in checks issued and payable
Proceeds from issuance of common stock and warrants, net of issuance costs
Advances from related party
Payments on advances from related party
Proceeds from CARES Act note payable
Proceeds (payments) on notes payable to bank, net
Principal payments on long-term debt
Net cash provided (used) by financing activities
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents and restricted cash at beginning of period
Cash and cash equivalents and restricted cash at end of period
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid in cash
Noncash investing and financing activities:
Common stock payable issued to directors
Payable to related party satisfied with exercise of stock
purchase warrant
2020
2019
$
(3,286,804)
$
(3,672,891)
885,843
318,502
-
-
7,851
-
106,108
(660)
45,819
(23,969)
(38,361)
(452,103)
(2,662)
1,120,730
14,042
(1,305,664)
-
(243,091)
(243,091)
69,052
1,813,068
-
(83,419)
443,400
(97,066)
(46,670)
2,098,365
549,610
172,767
722,377
$
$
895,990
1,410,736
16,396
54,112
6,148
136,000
134,375
(598)
153,938
112,621
199,337
402,657
76,416
-
63,408
(11,355)
400,000
(792,925)
(392,925)
(28,849)
404,199
237,400
(35,066)
-
13,149
(127,683)
463,150
58,870
113,897
172,767
$
17,991
$
24,233
130,483
175,000
62,500
-
The accompanying notes are an integral part of these consolidated financial statements.
F-6
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
1. Background of Company and Basis of Presentation
AGAU Mines, Inc., predecessor of United States Antimony Corporation ("USAC" or "the Company"), was incorporated in June 1968 as a Delaware
corporation to mine gold and silver. USAC was incorporated in Montana in January 1970 to mine and produce antimony products. In June 1973, AGAU
Mines, Inc. was merged into USAC. In December 1983, the Company suspended its antimony mining operations when it became possible to purchase
antimony raw materials more economically from foreign sources. The principal business of the Company has been the production and sale of antimony
products.
During 2000, the Company formed a 75% owned subsidiary, Bear River Zeolite Company ("BRZ"), to mine and market zeolite and zeolite products from a
mineral deposit in southeastern Idaho. In 2001, an operating plant was constructed at the zeolite site and zeolite production and sales commenced.
During 2002, the Company acquired the remaining 25% of BRZ and continued to produce and sell zeolite products.
During 2005, the Company formed a 100% owned subsidiary, Antimonio de Mexico S.A. de C.V. (“AM”), to explore and develop potential antimony
properties in Mexico.
During 2006, the Company acquired 100% ownership in United States Antimony, Mexico S.A. de C.V. (“USAMSA”), which became a wholly-owned
subsidiary of the Company.
In 2018, the Company acquired 100% ownership in Stibnite Holding Company US Inc. (previously Lanxess Holding Company US Inc.), Antimony Mining
and Milling US LLC (previously Lanxess Laurel US LLC), a Delaware limited liability company and Lanxess Laurel de Mexico, S.A. de C.V (“Lanxess
Laurel Mexico”), a Mexico corporation, both of which became a wholly-owned subsidiary of the Company.
COVID-19 Coronavirus Pandemic Response and Impact
Following the outbreak of the COVID-19 coronavirus global pandemic ("COVID-19") in early 2020, in March 2020 the U.S. Centers for Disease Control
issued guidelines to mitigate the spread and health consequences of COVID-19. The Company implemented changes to its operations and business
practices to follow the guidelines and minimize physical interaction, including using technology to allow employees to work from home when possible and
altering production procedures and schedules, asset maintenance, and limiting discretionary spending. As long as they are required, the operational
practices implemented could have an adverse impact on our operating results due to deferred production and revenues or additional costs. The negative
impact of COVID-19 remains uncertain, including on overall business and market conditions. The impact of these restrictions on our business has been
minimal. It is possible that future restrictions could have an adverse impact on our operations or financial results beyond 2020.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The Company's consolidated financial statements include the accounts of its wholly-owned subsidiaries BRZ, USAMSA, AM, Stibnite Holding Company
US Inc., and Antimony Mining and Milling US LLC. All intercompany balances and transactions are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant and critical estimates include
property, plant and equipment depreciation and potential impairment, metal content of mineral resources, accounts receivable allowance for uncollectible
accounts, net realizable value of inventories, deferred income taxes, income taxes payable, environmental remediation liabilities and asset retirement
obligations. Actual results could differ from those estimates.
F-7
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
2.
Summary of Significant Accounting Policies, continued:
Cash and Cash Equivalents
The Company considers cash in banks and investments with original maturities of three months or less when purchased to be cash equivalents.
Restricted Cash
Restricted cash at December 31, 2020 and 2019 consists of cash held for reclamation performance bonds and is held in certificates of deposit with
financial institutions.
Accounts Receivable
Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Management provides for probable
uncollectible amounts through an allowance for doubtful accounts. Changes to the allowance for doubtful accounts are based on management’s judgment,
considering historical write-offs, collections and current credit conditions. Balances which remain outstanding after management has used reasonable
collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable. Payments
received on receivables subsequent to being written off are considered a bad debt recovery.
Inventories
Inventories at December 31, 2020 and 2019 consisted of finished antimony products, antimony metal, antimony concentrates, antimony ore, and finished
zeolite products, and are stated at the lower of first-in, first-out weighted average cost or estimated net realizable value. Finished antimony products,
antimony metal and finished zeolite products costs include raw materials, direct labor and processing facility overhead costs and freight allocated based on
production quantity. Stockpiled ore is carried at the lower of average cost or net realizable value. Since the Company's antimony inventory is a commodity
with a sales value that is subject to world prices for antimony that are beyond the Company's control, a significant change in the world market price of
antimony could have a significant effect on the net realizable value of inventories. The Company periodically reviews its inventories to identify excess and
obsolete inventories and to estimate reserves for obsolete inventories as necessary to reflect inventories at net realizable value.
Translations of Foreign Currencies
All amounts in the financial statements are presented in U.S. dollars, which is the functional currency for all of the Company’s operations. Foreign
translation gains and losses relating to Mexican subsidiaries are recognized as foreign exchange gain or loss in the consolidated statement of operations.
Going Concern Consideration
At December 31, 2020, the Company’s consolidated financial statements show negative working capital of approximately $2.7 million and an accumulated
deficit of approximately $32.7 million. With the exception of 2018, the Company has incurred losses for the past several years. The net income in 2018
was primarily due to non-recurring events which contributed approximately $2.5 million to net income. The continuing losses are principally a result of the
Company’s antimony operations due to both depressed antimony prices and production costs incurred in Mexico. To improve conditions, the Company
plans to continue searching for areas to reduce these production costs. Management expects improvement in cash flow in 2021 from the sale of precious
metals extracted from the leach circuit that came on line in Mexico in the second half of 2020.
F-8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
2. Summary of Significant Accounting Policies, continued:
Over the past several years, the Company has been able to make required principal payments on its debt from cash generated from operations. The
Company is confident it can make debt payments when due. In March 2020, the Company applied for and received funds from a note payable under the
CARES Act for $443,400. In July 2020 the Company was successful in raising $1,813,068 from the sale of shares of common stock and warrants to fund
capital projects in Mexico. In the first quarter of 2021, the Company raised $23,497,180 (net of $1,499,820 in agent’s fees) from sale of shares of its
common stock and warrants that will be used for general corporate purposes, working capital, and to fund a geochemical, geological and geophysical
program at the Los Juarez property. With the funds raised, management believes the Company has sufficient funds to sustain its operations and meet its
financial obligations during the 12 months following the date of issuance of the consolidated financial statements.
Properties, Plants and Equipment
Properties, plants and equipment are stated at historical cost and are depreciated using the straight-line method over estimated useful lives of two to thirty
years. Vehicles and office equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to twelve
years. Maintenance and repairs are charged to operations as incurred. Betterments of a major nature are capitalized. Expenditures for new property, plant,
equipment, and improvements that extend the useful life or functionality of the asset are capitalized. When assets are retired or sold, the costs and related
accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations.
The costs to obtain the legal right to explore, extract and retain at least a portion of the benefits from mineral deposits are capitalized as mineral rights in
the year of acquisition. These capitalized costs are amortized on the statement of operations using the straight line method over the expected life of the
mineral deposit when placed into production. Mineral rights are assessed for impairment when facts and circumstances indicate that the potential for
impairment exists. Mineral rights are subject to write down in the period the property is abandoned. Mineral properties are amortized over the estimated
economic life of the mineral resource using the straight-line method, based upon estimated lives of the properties, or the units-of-production method,
based upon estimated units of mineral resource.
Impairment of Long-lived Assets
Management reviews and evaluates the net carrying value of its long-lived assets for impairment upon the occurrence of events or changes in
circumstances that indicate that the related carrying amounts may not be recoverable. A test for recoverability is performed based on the estimated
undiscounted future cash flows that will be generated from operations at each property and the estimated salvage value of asset. Although management
has made what it believes to be a reasonable estimate of factors based on current conditions and information, assumptions underlying future cash flows,
which includes the estimated value of assets, are subject to significant risks and uncertainties. Estimates of undiscounted future cash flows are dependent
upon, among other factors, estimates of: (i) product and metals to be recovered from identified mineralization and other resources (ii) future production and
capital costs, (iii) estimated
selling prices (considering current, historical, and future prices) over the estimated remaining life of the asset and (iv) market values of property, if
appropriate. It is possible that changes could occur in the near term that could adversely affect the estimate of future cash flows to be generated from
operating properties. If estimated undiscounted cash flows are less than the carrying value of an asset, an impairment loss is recognized for the difference
between the carrying value and fair value of the asset.
F-9
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
2. Summary of Significant Accounting Policies, continued:
Exploration and Development
The Company expenses exploration costs as such in the period they occur. The mine development stage begins once the Company has determined an
ore body can be economically developed. Expenditures incurred during the development stage are capitalized as deferred development costs. Costs to
improve, alter, or rehabilitate primary development assets which appreciably extend the life, increase capacity, or improve the efficiency or safety of such
assets are also capitalized. The development stage ends when the production stage of reserves begins. Deferred development costs are amortized over
the estimated economic life of the mineral resource using the straight-line method, based upon estimated lives of the properties, or the units-of-production
method, based upon estimated units of mineral resource.
Asset Retirement Obligations and Reclamation Costs
All of the Company's mining operations are subject to reclamation and remediation requirements. Minimum standards for mine reclamation have been
established by various governmental agencies. Costs are estimated based primarily upon environmental and regulatory requirements and are accrued. The
liability for reclamation is classified as current or noncurrent based on the expected timing of expenditures. Reclamation differs from an asset retirement
obligation in that no associated asset is recorded in the case of reclamation liabilities.
It is reasonably possible that because of uncertainties associated with defining the nature and extent of environmental contamination, application of laws
and regulations by regulatory authorities, and changes in remediation technology, the ultimate cost of remediation and reclamation could change in the
future. The Company continually reviews its accrued liabilities for such remediation and reclamation costs as evidence becomes available indicating that its
remediation and reclamation liability has changed.
The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the
retirement of long-lived assets if it is probable that such costs will be incurred and they are reasonably estimable. A corresponding asset is also recorded
and depreciated over the life of the assets on a straight line basis. After the initial measurement of the asset retirement obligation, the liability will be
adjusted to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts included in determination of fair
value is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates, and the Company’s credit-adjusted risk-
free interest rates.
Revenue Recognition
Products consist of the following:
● Antimony: includes antimony oxide, sodium antimonate, antimony trisulfide, and antimony metal
● Zeolite: includes coarse and fine zeolite crushed in various sizes
● Precious Metals: includes unrefined and refined gold and silver
For antimony and zeolite products, revenue is recognized upon the completion of the performance obligation which is met when the transaction price can
be reasonably estimated and revenue is recognized generally at the time when risk is transferred. The Company has determined the performance
obligation is met and title is transferred either upon shipment from the Company’s warehouse locations or upon receipt by the customer as specified in
individual sales orders. The performance obligation is met because at that time, 1) legal title is transferred to the customer, 2) the customer has accepted
the product and obtained the ability to realize all of the benefits from the product, 3) the customer has the significant risks and rewards of ownership to it,
4) it is very unlikely product will be rejected by the customer upon physical receipt, and 5) the Company has the right to payment for the product. Shipping
costs related to the sales of antimony and zeolite products are recorded to cost of sales as incurred. For zeolite products, royalty expense due a third party
by the Company is also recorded to cost of sales upon sale in accordance with terms of underlying royalty agreements.
F-10
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
2. Summary of Significant Accounting Policies, continued:
For sales of precious metals, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control
of the agreed-upon metal quantities to the customer. Refining and shipping costs related to sales of precious metals are recorded to cost of sales as
incurred.
The Company has determined that its contracts do not include a significant financing component. Prepayments, which are not common, received from
customers prior to the time that products are processed and shipped, are recorded as deferred revenue. For antimony and zeolite sales contracts, the
Company may factor certain receivables and receive final payment within 30 days of the performance obligation being met. For antimony and zeolite
receivables not factored, the Company typically receives payment within 10 days. For precious metals sales,
a provisional payment of 75% is typically received within 45 days of the date the product is delivered to the customer. After an exchange of assays, a final
payment is normally received within 90 days of product delivery.
Common Stock Issued for Consideration Other than Cash
All transactions in which goods or services are received for the issuance of shares of the Company’s common stock are accounted for based on the fair
value of the common stock issued.
Income Taxes
Income taxes are accounted for under the liability method. Under this method, deferred income tax liabilities or assets are determined at the end of each
period using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax
assets when it is more likely than not that some or all of these deferred tax assets will not be realized.
The Company applies generally accepted accounting principles for recognition of uncertainty in income taxes and prescribing a recognition threshold and
measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return.
Income (Loss) Per Common Share
Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding
during the period plus the effect of potentially dilutive common stock equivalents, including stock options, warrants to purchase the Company's common
stock, and convertible preferred stock. For the years ended December 31, 2020 and 2019, potentially dilutive common stock equivalents not included in
the calculation of diluted earnings per share because they were anti-dilutive are as follows:
Warrants
Convertible preferred stock
Total possible dilution
Fair Value of Financial Instruments
December 31,
2020
6,194,899
1,751,005
7,945,904
December 31,
2019
702,041
1,751,005
2,453,046
The Company’s financial instruments include cash and cash equivalents, certificates of deposits, restricted cash, due to factor (included in accrued
liabilities), notes payable to bank, and notes payable. The carrying value of these instruments approximates fair value based on their contractual terms.
F-11
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
2. Summary of Significant Accounting Policies, continued:
Fair Value Measurements
When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence
surrounding the inputs used. The Company determines the level within the
fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest
level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses
significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in
earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The
Company has no financial assets or liabilities that are adjusted to fair value on a recurring basis.
Contingencies
In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting
period. Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial
statements indicates that it is probable that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses
associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss
contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.
Reclassifications
Certain reclassifications have been made to conform the prior year’s data to the current year’s presentation. These reclassifications have no effect on
previously reported operations, stockholders’ equity or cash flows.
Recent Accounting Pronouncements
Accounting Standards Updates Adopted
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Auditing Standards Update (“ASU”) No. 2018-13 Fair Value Measurement
(Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes
additions to the disclosure requirements on fair value measurements. The update was adopted as of January 1, 2020, and its adoption did not have a
material impact on the Company’s consolidated financial statements.
Accounting Standards Updates to Become Effective in Future Periods
In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a
number of provisions intended to simplify the accounting for income taxes. The update is effective for fiscal years beginning after December 15, 2020, with
early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements.
In August 2020, the FASB issued ASU No . 2019-12 Debt with Conversion and Other Options (Subtopic 470 -20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues
identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with
characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those
fiscal years and with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements.
F-12
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
3.
Revenue Recognition
Sales of products for the years ended December 31, 2020 and 2019, were as follows:
Antimony
Zeolite
Precious metals
Year Ended
December 31,
2020
2,942,628
2,118,823
174,079
5,235,530
$
$
2019
5,450,649
2,623,117
194,239
8,268,005
$
$
The following is sales information by geographic area based on the location of customers for the years ended December 31, 2020, and 2019.
United States
Canada
Mexico
Sales of products to significant customers were as follows for the years ended December 31, 2020, and 2019:
Sales to Three
Largest Customers
Mexichem Specialty Compounds Inc.
GE Chaplin, Inc.
Nyacol Nanotechnologies
Kohler
% of Total Revenues
Accounts receivable from the Company’s largest customers were as follows for December 31, 2020, and 2019:
Largest Accounts Receivable
Nutreco Canada Inc.
Earth Innovations Inc.
Ralco Mix
Premier Tech
Lake Shore
Total
% of Total Receivables
Year Ended
December 31,
2020
4,662,841
572,689
-
5,235,530
$
$
2019
7,454,163
813,842
-
8,268,005
$
$
For the Year Ended
December 31,
2020
$
$
633,846
589,384
417,501
345,899
1,986,630
December 31,
2019
1,823,194
-
1,099,504
1,132,674
4,055,372
$
$
38%
49%
December 31,
December 31,
2020
2019
$
$
21,619
68,055
16,600
12,255
-
118,529
$
$
21,219
15,184
12,800
-
27,854
77,057
50%
27%
The Company’s trade accounts receivable balance related to contracts with customers was $238,634 at December 31, 2020 and $284,453 at December
31, 2019.
F-13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
4. Accounts Receivable and Due to Factor
The Company factors designated trade receivables pursuant to a factoring agreement with LSC Funding Group L.C., an unrelated factor (the
“Factor”). The agreement is for a term of one year with automatic renewal for additional one-year terms. The agreement specifies that eligible trade
receivables are factored with recourse. The performance of all obligations and payments to the factoring company was personally guaranteed by John C.
Lawrence, the Company’s previous President and Chairman of the Board of Directors. The existing agreement will be addressed in 2021 to account for Mr.
Lawrence’s death and that impact on the personal guarantee. Selected trade receivables are submitted to the Factor, and the Company receives 85% of
the face value of the receivable by wire transfer. Upon payment by the customer, the remainder of the amount due is received from the Factor, less a one-
time servicing fee of 2% for the receivables factored. This servicing fee is recorded on the consolidated statement of operations in the period of sale to the
Factor.
Trade receivables assigned to the Factor are carried at the original invoice amount less an estimate made for doubtful accounts. Under the terms of the
recourse provision, the Company is required to reimburse the Factor, upon demand, for factored receivables that are not paid on time. Accordingly, these
receivables are accounted for as a secured financing arrangement and not as a sale of financial assets.
Receivables, net of allowances, are presented as current assets and the amount potentially due to the Factor is included in current accrued liabilities.
Accounts Receivable
Accounts receivable - non factored
Accounts receivable - factored with recourse
Accounts receivable - net
5.
Inventories
The major components of the Company's inventories at December 31, 2020 and 2019 were as follows:
Antimony Oxide
Antimony Metal
Antimony Ore
Total antimony
Zeolite
December 31,
2020
December 31,
2019
$
$
222,034
16,600
238,634
$
$
273,573
10,880
284,453
2020
2019
67,377
268,100
95,880
431,357
218,856
650,213
$
$
204,550
5,654
151,841
362,045
264,199
626,244
$
$
At December 31, 2020 and 2019, antimony metal consisted principally of recast metal from antimony-based compounds, and metal purchased from foreign
suppliers. Antimony oxide inventory consisted of finished product oxide held at the Company's plant. Antimony concentrates and ore were held primarily at
sites in Mexico and are essentially raw material. At December 31, 2020 and 2019, the antimony oxide and concentrates inventory in Mexico were valued at
estimated net realizable value resulting in write-downs of $13,137 and $16,396, respectively. The Company's zeolite inventory consists of salable zeolite
material.
F-14
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
6.
Properties, Plants and Equipment
The major components of the Company's properties, plants and equipment by segment at December 31, 2020 and 2019 are shown below:
2020
2019
Plant and equipment
Buildings
Mineral rights and interests
Land and other
Accumulated depreciation
Plant and equipment
Buildings
Mineral rights and interests
Land and other
Accumulated depreciation
$
$
$
$
Antimony Segment
USAC
USAMSA
Precious Metals
Segment
$
815,737
247,210
-
3,274,572
4,337,519
(2,699,781)
$
1,637,738
$
Zeolite Segment
BRZ
3,743,051
410,780
3,664
15,310
4,172,805
(3,154,244)
$
1,018,561
$
8,757,775
613,449
828,523
2,478,044
12,677,791
(5,042,381)
$
7,635,410
1,266,697
-
-
-
1,266,697
(332,812)
933,885
TOTAL
$ 14,583,260
1,271,439
832,187
5,767,926
22,454,812
(11,229,218)
$ 11,225,594
Antimony Segment
USAC
USAMSA
Precious Metals
Segment
$
783,290
247,210
-
3,274,572
4,305,072
(2,673,972)
$
1,631,100
$
Zeolite Segment
BRZ
3,729,061
410,780
3,664
15,310
4,158,815
(2,971,625)
$
1,187,190
$
9,164,600
902,707
816,786
2,529,294
13,413,387
(4,612,567)
$
8,800,820
813,714
-
-
-
813,714
(245,976)
567,738
TOTAL
$ 14,490,665
1,560,697
820,450
5,819,176
22,690,988
(10,504,140)
$ 12,186,848
United States and Mexico components of properties, plants and equipment:
United States
Mexico
Total
$
2020
2,787,181
8,438,413
$ 11,225,594
$
2019
2,961,895
9,224,953
$ 12,186,848
The Company’s precious metals segment includes properties, plants and equipment in both the United States and Mexico. In the third quarter of 2020, the
Company decided not to renew the lease at the Wadley Mining district in Mexico due to continuing low market price for antimony and to reduce Mexican
antimony production while seeking other lower cost sources of antimony ore and concentrates. The net carrying value of the mineral lease of $318,502
was recognized as a loss on mineral properties during the year ended December 31, 2020.
In the fourth quarter of 2019, the Company abandoned the Soyatal and Guadalupe mineral properties in Mexico. The net carrying value of the mineral
properties of $2,937,259 less the outstanding related notes payable balances, resulted in a loss on mineral properties of $1,410,736 which was recognized
during the year ended December 31, 2019.
At December 31, 2020 and 2019, the Company had $755,978 and $1,306,579, respectively, of assets that were not yet placed in service and have not yet
been depreciated.
F-15
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
7.
Asset Retirement Obligation and Accrued Reclamation Costs
Changes to the asset retirement obligation balance during 2020 and 2019 are as follows:
Asset Retirement Obligation
Balance December 31, 2018
Accretion during 2019
Balance December 31, 2019
Accretion during 2019
Balance December 31, 2019
$
$
170,220
6,148
176,368
7,851
184,219
The Company’s total asset retirement obligation and accrued reclamation costs of $291,719 and $283,868, at December 31, 2020 and 2019, respectively,
include reclamation obligations for the Idaho and Montana operations of $107,500.
8. Long-Term Debt:
Long-Term debt at December 31, 2020 and 2019 is as follows:
Note payable to Zeo Inc., non interest bearing,
payable in 11 quarterly installments of $8,300 with a final payment of $8,700;
maturing December 2022; uncollateralized.
Note payable to Cat Financial Services, bearing interest at 6%;
payable in monthly installments of $778; maturing
December 2022; collateralized by equipment.
Note payable to De Lage Landen Financial Services,
bearing interest at 3.51%; payable in monthly installments of $655;
maturing September 2019; collateralized by equipment.
Note payable to Phyllis Rice, bearing interest
at 1%; payable in monthly installments of $2,000; originally maturing
March 2015; collateralized by equipment.
Less current portion
Long-term portion
At December 31, 2020, principal payments on debt are due as follows:
12 Months Ending December 31,
2021
2022
2020
2019
$
66,800
$
100,000
17,480
26,250
700
2,146
86,426
(52,122)
$
34,304
6,146
133,096
(56,334)
76,762
$
Principal
Payment
52,122
34,304
86,426
$
In the fourth quarter 2019, the Company abandoned the Soyatal and Guadalupe mineral properties in Mexico. The balances of the related debt, net of
discount, on the date of abandonment is $603,743 and $922,780, respectively. The carrying value of the mineral properties, less the outstanding related
notes payable balances resulted in a loss of $1,410,736 recognized on the abandonment of mineral properties during the year ended December 31, 2019.
F-16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
9.
Notes Payable to Bank
At December 31, 2020 and 2019, the Company had the following notes payable to bank:
Promissory note payable to First Security Bank of Missoula,
bearing interest at 3.150%, payable on demand, collateralized
by a lien on Certificate of Deposit
Promissory note payable to First Security Bank of Missoula,
bearing interest at 3.150%, payable on demand, collateralized
by a lien on Certificate of Deposit
Total notes payable to the bank
2020
2019
$
99,999
$
97,067
1
99,999
$
100,000
$
197,066
These notes were personally guaranteed by John C. Lawrence, the Company’s previous Chief Executive Officer and Chairman of the Board of Directors.
The maximum amount available for borrowing under each note is $99,999. As result of his death in June 2020, the terms of the note, including the
personal guarantee, will be addressed in 2021.
10. Hillgrove Advances Payable
On November 7, 2014, the Company entered into an advance and concentrate processing agreement with Hillgrove Mines Pty Ltd of Australia (Hillgrove)
in which the Company was advanced funds from Hillgrove to build facilities to process Hillgrove antimony concentrate. The Company has not processed
Hillgrove concentrate for the past three years. The agreement requires the Company to pay the advance balance after Hillgrove issues a stop notice.
Payments would begin 90 days after the stop notice issue date and be made in six equal and quarterly installments. The balance of the advance liability
due to Hillgrove was $1,134,221 at both December 31, 2020 and 2019. Hillgrove was acquired by Red River Resources LTD (“Red River”) during 2019.
Although the Company has not received a stop notice through the date these financial statements were issued, management has determined that one is
likely forthcoming in 2021. Based on management’s assessment of likelihood and the payment terms of the agreement, $378,074 of the balance is
classified as current as of December 31, 2020 and 2019.
11. Stockholders' Equity
In December 2020, the number of authorized shares of the Company’s common stock increased from 90,000,000 to 150,000,000.
Issuance of Common Stock for Cash
During 2020, the Company sold units consisting of 5,742,858 from sale of shares of its common stock and 5,742,858 warrants to purchase shares of
common stock for total proceeds of $2,010,000. Offering costs associated with the sale totaled $196,932.
During 2019, the Company sold units consisting of 904,082 shares of its common stock and 452,041 warrants to purchase shares of common stock for
total proceeds of $433,960. Offering costs associated with the sale totaled $29,761.
Issuance of Common Stock for Services to Officers and Directors
During the year ended December 31, 2020, the Company awarded, but did not issue, common stock with a value of $110,000 to its Board of Directors as
compensation for their services as directors. In connection with the issuances, the Company recorded $110,000 in director compensation expense and
accrued common stock payable.
In June 2020, the Company issued the Board members 295,463 shares of the Company’s common stock for services provided during 2019 which was
accrued at December 31, 2019, with a value of $130,483.
F-17
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
11. Stockholders' Equity, continued:
During the years ended December 31, 2019, the Company awarded but did not issue, common stock with a value of $134,375 to its Board of Directors as
compensation for their services as directors. In connection with the issuances, the Company recorded $134,375 in director compensation expense and
accrued common stock payable.
In January 2019, the Company issued Daniel Parks, the Company’s Chief Financial Officer, 200,000 shares of the Company’s common stock with a fair
value of $136,000 to retain his services.
Common Stock Warrants
The Company's Board of Directors has the authority to issue stock warrants for the purchase of preferred or unregistered common stock to directors and
employees of the Company.
At December 31, 2019, warrants for purchase of 250,000 shares of the Company’s common stock for $0.25 per share were outstanding and have no
expiration date. These warrants were owned by the Company’s previous President and Chairman, John Lawrence. The warrants were exercised on March
18, 2020 in exchange for a reduction of $62,500 in an amount payable to Mr. Lawrence.
Warrants for purchase of 452,041 shares of the Company’s common stock were sold with shares of common stock in 2019. The warrants have an
exercise price of $0.65 per share and expire in 2022.
Warrants for purchase of 5,742,858 shares of the Company’s common stock were sold with shares of common stock in July 2020. The warrants have an
exercise price of $0.46 per share and expire in 2025. The warrants can be exercised on a cashless basis. The warrants contain a repricing provision
whereby if the Company raises at least $6,000,000 in gross proceeds from the sale of its common stock at an effective price per share less than the
warrants’ exercise price, the exercise price of the warrants will be repriced to the lower price.
Transactions in common stock purchase warrants for the years ended December 31, 2020 and 2019 are as follows:
Balance December 31, 2018
Issued
Balance December 31, 2019
Issued
Exercised
Balance December 31, 2020
Preferred Stock
Number of
Warrants
Exercise Prices
250,000
$
0.25
452,041
0.65
$
702,041
$ 0.25 - $0.65
0.46
5,742,858
$
(250,000) $
0.25
6,194,899
$ 0.46 - $0.65
The Company's Articles of Incorporation authorize 10,000,000 shares of $0.01 par value preferred stock available for issuance with such rights and
preferences, including liquidation, dividend, conversion, and voting rights, as the Board of Directors may determine.
F-18
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
11. Stockholders' Equity, continued:
Series B
During 1993, the Board established a Series B preferred stock, consisting of 750,000 shares. The Series B preferred stock has preference over the
Company's common stock and Series A preferred stock (none of which are outstanding); has no voting rights (absent default in payment of declared
dividends); and is entitled to cumulative dividends of $0.01 per share per year, payable if and when declared by the Board of Directors. During each of the
years ended December 31, 2020 and 2019 the Company recognized $7,500 in Series B preferred stock dividend. In the event of dissolution or liquidation
of the Company, the preferential amount payable to Series B preferred stockholders is $1.00 per share plus dividends in arrears. No dividends have been
declared or paid with respect to the Series B preferred stock. The Series B Preferred stock is no longer convertible to shares of the Company’s common
stock. At December 31, 2020 and 2019, cumulative dividends in arrears on the outstanding Series B shares were $195,000 and $187,500, respectively.
Series C
During 2000, the Board established a Series C preferred stock. The Series C preferred stock has preference over the Company’s common stock and has
voting rights equal to that number of shares outstanding, but no conversion or dividend rights. In the event of dissolution or liquidation of the Company, the
preferential amount payable to Series C preferred stockholders is $0.55 per share.
Series D
During 2002, the Board established a Series D preferred stock, authorizing the issuance of up to 2,500,000 shares. The Series D preferred stock has
preference over the Company’s common stock but is subordinate to the liquidation preferences of the holders of the Company’s outstanding Series A,
Series B and Series C preferred stock. Series D preferred stock carries voting rights and is entitled to annual dividends of $0.0235 per share. The
dividends are cumulative and payable after payment and satisfaction of the Series A, B and C preferred stock dividends. No dividends have been declared
or paid with respect to the Series D preferred stock. At December 31, 2020 and 2019, the cumulative dividends in arrears on the 1,751,005 outstanding
Series D shares were $707,258 and $666,109, respectively, payable if and when declared by the Board of Directors. In the event of dissolution or
liquidation of the Company, the preferential amount payable to Series D preferred stockholders is $2.50 per share. At December 31, 2020 and 2019, the
liquidation preference for Series D preferred stock was $5,084,770 and $5,043,622, respectively. Holders of the Series D preferred stock have the right,
subject to the availability of authorized but unissued common stock, to convert their shares into shares of the Company's common stock on a one-to-one
basis without payment of additional consideration and are not redeemable unless by mutual consent. The majority of Series D preferred shares are held by
the Estate of John Lawrence, the previous President and Chairman of the Company.
12.
2000 Stock Plan
In January 2000, the Company's Board of Directors resolved to create the United States Antimony Corporation 2000 Stock Plan ("the Plan"). The purpose
of the Plan is to attract and retain the best available personnel for positions of substantial responsibility and to provide additional incentive to employees,
directors and consultants to promote the success of the Company's business. The maximum number of shares of common stock or options to purchase
common stock that may be issued pursuant to the Plan is 500,000. At December 31, 2020 and 2019, 300,000 shares of the Company's common stock
had been previously issued under the Plan. There were no issuances under the Plan during 2020 and 2019.
F-19
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
13.
Income and Other Taxes
During the year ended December 31, 2020 and 2019, the Company recognized no income tax benefit (provision).
Domestic and foreign components of net loss from operations before income taxes for the years ended December 31, 2020 and 2019, are as follows:
Domestic
Foreign
Total
2020
2019
$
$
462,292
564,424
$
(3,851,228)
(4,135,183)
(3,286,804) $ (3,672,891)
The income tax benefit differs from the amount of income tax determined by applying the U.S. federal income tax rate to pre-tax net loss for the years
ended December 31, 2020 and 2019 due to the following:
Tax benefit at federal statutory rate
State income tax effect
Foreign income tax effect
Non-deductible items
Percentage depletion
Adjustment to prior year tax estimates - Domestic
Adjustment to prior year tax estimates - Foreign
Impact on change in foreign exchange rate
Change in valuation allowance - Domestic
Change in valuation allowance - Foreign
Total
At December 31, 2020 and 2019, the Company had net deferred tax assets as follows:
Deferred tax asset:
Domestic net operating loss carry forward
Foreign net operating loss carry forward
Deferred tax asset
Valuation allowance (domestic)
Valuation allowance (foreign)
Total deferred tax asset
Deferred tax liability:
Property, plant, and equipment
Other
Total deferred tax liability
Net deferred tax asset
F-20
2020
(690,229) $
(120,541)
(279,111)
151
(27,667)
580,408
(137,988)
75,899
(393,380)
992,458
-
$
2019
(771,307)
(177,435)
(147,166)
801
(52,416)
(269,906)
641,438
103,218
926,873
(254,101)
-
$
$
2020
2019
$
$
688,278
2,616,038
3,304,316
1,111,779
1,623,580
2,735,359
(628,449)
(2,616,037)
59,830
(1,021,829)
(1,623,580)
89,950
(57,650)
(2,180)
(59,830)
(88,292)
(1,658)
(89,950)
$
-
$
-
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
13.
Income and Other Taxes, continued:
At December 31, 2020 and 2019, the Company had deferred tax assets arising principally from net operating loss carry forwards for income tax purposes.
As management cannot determine that it is more likely than not the benefit of the net deferred tax asset will be realized, a valuation allowance equal to
100% of the net deferred tax asset has been recorded at December 31, 2020 and 2019.
At December 31, 2020, the Company has federal net operating loss (“NOL”) carry forwards of approximately $0.7 million that expire at various dates
between 2034 and 2037. In addition, the Company has federal NOL carry forwards of $1.1 million that will never expire but utilization of which is limited to
80% of taxable income in any future year. The Company has Montana state NOL carry forwards of approximately $3.4 million which expire between 2021
and 2027, and Idaho state NOL carry forwards of approximately $2.4 million, which expire between 2034 and 2039. The Company has approximately $7.9
million of Mexican NOL carry forwards which expire between 2024 and 2029.
In 2018, the Company acquired two subsidiaries have net operating loss carryforwards in Mexico of approximately $800,000. Due to tax code limitations, it
is likely that a portion of this carryforward will not be available to offset the Company’s future taxable income in Mexico.
During the years ended December 31, 2020 and 2019, there were no material uncertain tax positions taken by the Company. The Company’s United
States income tax filings are subject to examination for the years 2017 through 2019, and 2016 through 2019 in Mexico. The Company charges penalties
on assessments to general and administrative expense and charges interest to interest expense.
Mexican Tax Assessment
In 2015, the Mexican tax authority (“SAT”) initiated an audit of the USAMSA’s 2013 income tax return. In October 2016, as a result of its audit, SAT
assessed the Company $13.8 million pesos, which was approximately $666,400 in U.S. Dollars (“USD”) as of December 31, 2016. SAT’s assessment was
based on the disallowance of specific costs that the Company deducted on the 2013 USAMSA income tax return. The Company engaged accountants
and tax attorneys in Mexico to defend its position. The assessment was settled in 2018 with no assessment against the Company.
In early 2019, the Company was notified that SAT re-opened its assessment of USAMSA’s 2013 income tax return and, in November 2019, SAT assessed
the Company $16.3 million pesos, which was approximately $821,000 USD as of December 31, 2020.
Management reviewed the 2019 assessment notice from SAT and, similar to the earlier assessment, believes the findings have no merit. The Company
engaged a tax attorney in Mexico to defend its position. An appeal was filed by the Company in November 2019 suspending SAT from taking immediate
action regarding the assessment. The Company posted a guarantee of the amount in March 2020 as is required under the appeal process. In August
2020, the Company filed a lawsuit against SAT for resolution of the process and, in December 2020, filed closing arguments. Management expects the
appeal process to continue through 2021.
At December 31, 2020, management assessed the possible outcomes for this tax audit and believes, based on discussions with its tax attorney in Mexico,
that the most likely outcome will be that the Company will be successful in its appeal resulting in no tax due. Management determined that no amount
should be accrued at December 31, 2020 relating to this potential tax liability. There can be no assurance that the Company’s ultimate liability, if any, will
not have a material adverse effect on the Company’s results of operations or financial position.
If an issue addressed during the SAT audit is resolved in a manner inconsistent with management expectations, the Company will adjust its current net
operating loss carryforward, or accrue penalties, interest, and tax associated with the assessment.
F-21
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
13.
Income and Other Taxes, continued:
Other Taxes
In 2016, the Company, through its wholly owned subsidiary USAMSA, imported coal from the United States to its smelter in Mexico to process Australian
concentrates associated with the Hillgrove agreement (Note 10). At that time, the Company applied for and was granted a Maquiladora (IMMEX) which the
Company believed provided an exemption from paying a 16% value-added tax (IVA) on imported goods to Mexico that were ultimately exported in altered
form. With this understanding, the Company did not pay IVA on coal it imported to process the Australian concentrates. In 2020, the Company was
informed by the SAT that it owed the 16% IVA for the coal it had imported from 2016 to 2018. The initial assessment from SAT included penalties and
fees. In late 2020, the Company filed a motion before the Taxpayer's Defense Agency but the motion was denied. To avoid incurring additional penalties,
the Company elected to pay the assessed amount in early 2021. For the year ended December 31, 2020, the Company recognized an export tax
expense of $1,120,730 and accrued a liability for this assessment. Upon payment in early 2021, the Company believes that this matter is settled.
14. Related-Party Transactions
On June 16, 2020, John C. Lawrence, the Company’s previous Chief Executive Officer and Chairman of the Board of Directors, passed away. The
Company’s Executive Vice-President, John C. Gustaven, has been appointed to interim Chief Executive Officer. Russell Lawrence, son of Mr. Lawrence,
has been appointed the Company’s interim President and is the executor of Mr. Lawrence’s estate.
John Lawrence 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 and 2019 was $171,017 and $156,975, respectively.
Expenses paid to Mr. Lawrence for the years ended December 31, 2020 and 2019 were $1,533 and $9,799, respectively
During 2019, John Lawrence made advances to the Company totaling $227,200, of which $170,985 had been repaid as of December 31, 2020, leaving a
balance of $56,215. During 2020, a portion of this amount was in the form of 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.
John C. Gustaven advanced the Company $10,200 during 2019, of which $10,000 had been repaid as of December 31, 2020, leaving a balance of $200.
15. Commitments and Contingencies
The Company pays various royalties on the sale of zeolite products. On a combined basis, royalties vary from 8%-13%. During the year ended December
31, 2020 and 2019, the Company had royalty expense of $224,875 and $266,388, respectively. At December 31, 2020 and 2019, the Company had
accrued royalties payable of $434,981 and $280,314, respectively. The Company is currently in negotiations with certain royalty holders to modify the
terms of the agreements.
F-22
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
16. Business Segments
The Company is currently organized and managed by four segments, which represent the three operating units: United States antimony, Mexican
antimony, United States zeolite, and precious metals. The Company’s other operating costs include general and administrative expenses, freight and
delivery, and other non-production related costs. Other income and expense consist primarily of non-operating income and interest expense.
The Madero smelter and Puerto Blanco mill at the Company’s Mexico operation brings antimony up to a finished product or an intermediate stage, which is
then either shipped directly to customers or to the United States operation for finishing and sales at the Thompson Falls, Montana plant. The Zeolite
operation produces zeolite near Preston, Idaho. Almost all of the sales of products from the United States antimony and zeolite operations are to
customers in the United States. Precious metal recovered from the antimony process in the United States and Mexico is typically sold to customers in the
United States and Canada.
Segment disclosures regarding sales to major customers and for property, plant, and equipment are located in Notes 3 and 6, respectively.
Total Assets:
Antimony
United States
Mexico
Subtotal antimony
Precious metals
United States
Mexico
Subtotal precious metals
Zeolite
Total
Capital expenditures:
Antimony
United States
Mexico
Subtotal antimony
Precious metals
United States
Mexico
Subtotal precious metals
Zeolite
Total
For the Years Ended
December 31,
December 31,
2020
2019
$
$
2,798,283
7,953,190
10,751,473
2,166,041
9,193,521
11,359,562
$
130,882
803,003
933,885
1,614,144
$ 13,299,502
$
143,605
424,133
567,738
1,766,675
$ 13,693,975
For the Years Ended
December 31,
December 31,
2020
2019
$
$
32,448
38,456
70,904
8,429
705,123
713,552
10,219
147,978
158,197
13,990
21,086
-
21,086
58,287
$
243,091
$
792,925
F-23
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
16. Business Segments, continued:
Segment Operations for the Year
Ended December 31, 2020
Antimony
USA
Antimony
Total
Mexico
Antimony
Precious
Metals
Zeolite
Totals
Total revenues
$ 2,942,628
$
- $ 2,942,628 $
174,079 $ 2,118,823 $ 5,235,530
Depreciation and amortization
$
25,809
$
590,579 $
616,388 $
86,835 $
182,620 $
885,843
Income (loss) from operations
$
192,511
$(3,851,228) $(3,658,717) $
87,244 $
266,731 $(3,304,742)
Other income (expense):
21,808
-
21,808
-
(3,870)
17,938
NET INCOME (LOSS)
$
214,319
$(3,851,228) $(3,636,909) $
87,244 $
262,861 $(3,286,804)
Segment Operations for the Year
Ended December 31, 2019
Antimony
USA
Antimony
Total
Mexico
Antimony
Precious
Metals
Zeolite
Totals
Total revenues
$ 5,450,649
$
- $ 5,450,649 $
194,239 $ 2,623,117 $ 8,268,005
Depreciation and amortization
$
43,738
$
596,719 $
640,457 $
69,067 $
186,466 $
895,990
Income (loss) from operations
$ (144,208) $(4,239,123) $(4,383,331) $
125,172 $
513,052 $(3,745,107)
Other income (expense):
(16,142)
103,940
87,798
-
(15,582)
72,216
NET INCOME (LOSS)
$ (160,350) $(4,135,183) $(4,295,533) $
125,172 $
497,470 $(3,672,891)
17. CARES Act Loan
On April 20, 2020, the Company received a loan of $443,400 pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the
CARES Act, which was enacted March 27, 2020. The loan, which was in the form of a Note dated April 20, 2020 had a maturity date on April 19, 2022 and
an interest rate of 1% per annum. It is anticipated that the loan will be forgiven under the provisions of the CARES Act because the Company used the
funds for qualifying expenses. Qualifying expenses included payroll costs, costs used to continue group health care benefits, rent, and utilities. The amount
of the PPP loan will be recognized as gain on forgiveness of the CARES Act loan in the period the Company receives formal notification of forgiveness.
18. Subsequent Events
In the first quarter of 2021, the Company raised $23,497,180 (net of $1,499,820 in agent’s fees) in two separate transactions from sale of shares of its
common stock and warrants for general corporate purposes, working capital, and to fund a geochemical, geological and geophysical program at the Los
Juarez property.
F-24
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 21.01
Subsidiaries of Registrant, as of December 31, 2020
Bear River Zeolite Company
C/o Box 643
Thompson Falls, MT 59873
Antimonio de Mexico, S.A. de C.V.
C/o Box 643
Thompson Falls, MT 59873
United States Antimony, Mexico, S.A. de C.V.
C/o Box 643
Thompson Falls, MT 59873
Stibnite Holding Company US Inc.
C/o Box 643
Thompson Falls, MT 59873
Antimony Mining and Milling US LLC
C/o Box 643
Thompson Falls, MT 59873
AGUA Mines, Inc
C/0 Box 643
Thompson Falls, MT 59873
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.1
I, Russell Lawrence, certify that:
CERTIFICATION
(1) I have reviewed this annual report on Form 10-K of United States Antimony Corporation.
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusion about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of
the registrant's Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 31, 2021
/s/ Russell Lawrence
Russell Lawrence
Interim President
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.2
I, Alicia Hill, certify that:
CERTIFICATION
(1) I have reviewed this annual report on Form 10-K of United States Antimony Corporation.
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusion about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of
the registrant's Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 31, 2021
/s/ Alicia Hill
Alicia Hill, Controller
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Russell Lawrence, director and interim president of United States Antimony Corporation (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.
This Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange
Commission (the "report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Exhibit 32.1
Date: March 31, 2021
/s/ Russell Lawrence
Russell Lawrence
Interim President and Director
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Alicia Hill, Controller of United States Antimony Corporation (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.
This Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange
Commission (the "report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Exhibit 32.2
Date: March 31, 2021
/s/ Alicia Hill
Alicia Hill, Controller
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 95. Mine Safety Disclosures
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or
that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC
information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the
year ended December 31, 2020, we had no material specified health and safety violations, orders or citations, related assessments or legal actions, mining-
related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act, except as
follows:
MSHA Actions for the year ended December 31, 2020
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.