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, 2024
☐
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
81-0305822
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
4438 W. Lover’s Lane, Unit 100, Dallas, TX
75209
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (406) 606-4117
Securities registered under Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value
UAMY
NYSE American
Securities registered under Section 12(g) of the Exchange Act:
Title of class
None
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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
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
☐
Accelerated filer
☐
Non-accelerated Filer
☒
Smaller reporting company
☒
Emerging Growth Company
☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements requiring a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 28, 2024, which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s
common stock held by non-affiliates was $36,025,371, determined using the per share closing price of $0.34 on the NYSE American exchange on June 28, 2024.
Common stock held by each executive officer and director has been excluded from this aggregate market value.
The number of shares outstanding of the registrant’s common stock as of March 14, 2025 was 114,632,369.
UNITED STATES ANTIMONY CORPORATION
INDEX TO THE FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
PART I
ITEM 1.
BUSINESS
5
ITEM 1A.
RISK FACTORS
11
ITEM 1B.
UNRESOLVED STAFF COMMENTS
26
ITEM 1C.
CYBERSECURITY
26
ITEM 2.
PROPERTIES
27
ITEM 3.
LEGAL PROCEEDINGS
32
ITEM 4.
MINE SAFETY DISCLOSURES
32
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
33
ITEM 6.
[RESERVED]
33
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
33
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
40
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
41
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
73
ITEM 9A.
CONTROLS AND PROCEDURES
73
ITEM 9B.
OTHER INFORMATION
74
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
74
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
75
ITEM 11.
EXECUTIVE COMPENSATION
79
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
81
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
82
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
83
PART IV
ITEM 15.
EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
84
ITEM 16.
FORM 10-K SUMMARY
84
SIGNATURES
85
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Readers should note that, in addition to the historical information contained herein, this Annual Report and the exhibits attached hereto contain “forward-looking
statements” within the meaning of, and intended to be covered by, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-
looking statements are based upon current expectations and beliefs concerning future developments and their potential effects on United States Antimony
Corporation (“US Antimony,” “USAC,” and the “Company”) including matters related to the Company's operations, pending contracts and future revenues, financial
performance, and profitability, ability to execute on its increased production and installation schedules for planned capital expenditures, and the size of forecasted
deposits. Although the Company believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are
reasonable, it can give no assurance that such expectations and assumptions will prove to have been correct. The reader is cautioned not to put undue reliance on
these forward-looking statements, as these statements are subject to numerous factors and uncertainties.
Any statement that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always using words or phrases such as “believes,” “expects” or “does not expect,” “is expected,” “outlook,” “anticipates” or “does not
anticipate,” “plans,” “estimates,” “forecast,” “project,” “pro forma,” or “intends,” or stating that certain actions, events or results “may” or “could,” “would,”
“might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and are subject to
assumptions and uncertainties. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause
actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation, risks related to:
·
The Company’s properties being in the exploration stage;
·
Macroeconomic factors and tariffs;
·
Continued operational losses;
·
The mineral operations being subject to government regulation;
·
The Company’s ability to obtain additional capital to develop the Company’s resources, if any;
·
Concentration of customers;
·
Increase in energy costs;
·
Mineral exploration and development activities;
·
Mineral estimates;
·
The Company’s insurance coverage for operating risks;
·
The fluctuation of prices for antimony and precious metals, such as gold and silver;
·
The competitive industry of mineral exploration;
·
The title and rights in the Company’s mineral properties;
·
Environmental hazards;
·
The possible dilution of the Company’s common stock from additional financing activities;
·
Metallurgical and other processing problems;
·
Unexpected geological formations;
·
Global economic and political conditions;
·
Staffing in remote locations;
·
Changes in product costing;
·
Inflation on operational costs and profitability;
·
Competitive technology positions and operating interruptions (including, but not limited to, labor disputes, leaks, fires, flooding, landslides, power
outages, explosions, unscheduled downtime, transportation interruptions, war and terrorist activities);
·
Global pandemics, natural disasters, or civil unrest;
·
Mexican labor and cartel issues regarding safety and organized control over our properties;
·
The positions and associated outcomes of Mexican and other taxing authorities;
·
Cybersecurity and business disruptions;
·
Ineffective use of cash and cash equivalents, including proceeds from stock offerings;
·
Potential conflicts of interest with the Company’s management; and
·
The Company’s common stock.
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This list is not an exhaustive list of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could
affect forward-looking statements are described further under the sections titled “Risk Factors,” “Description of Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of this Annual Report. If one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place
undue reliance on any such forward-looking statements, which speak only as of the date made. United States Antimony Corporation disclaims any obligation
subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated
or unanticipated events, except as required by law. The Company advises readers to carefully review this Form 10-K, the exhibits hereto, and the reports and
documents incorporated by reference herein and filed with the Securities and Exchange Commission (the “SEC”).
You should read this report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially
different from what we expect and from our historical results.
This report contains estimates, projections and other information concerning our industry, our business and the markets for our products. We obtained the industry,
market and similar data set forth in this report from our own internal estimates and research and from industry research, publications, surveys and studies conducted
by third parties, including governmental agencies. Information that is based on estimates, forecasts, projections, market research or similar methodologies is
inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information.
While we believe that the data we use from third parties is reliable, we have not separately verified this data. You are cautioned not to give undue weight to any such
information, projections and estimates.
As a result of a number of known and unknown risks and uncertainties, including without limitation, the important factors described in Part I. Item 1A “Risk Factors”
in this Annual Report, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.
As used in this Annual Report, the terms “we,” “us,” “our,” “United States Antimony Corporation,” “US Antimony,” “USAC,” and the “Company,” mean United
States Antimony Corporation and its subsidiaries, unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless
otherwise indicated.
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PART I
Item 1. Business.
Overview
United States Antimony Corporation’s (“US Antimony,” “USAC,” the “Company,” “we,” “us,” and “our,”) principal business is in the processing and sale of
antimony and precious metals, primarily gold and silver, at its facilities located in Montana and Mexico, and the mining, processing, and sale of zeolite at its facility
located in Idaho. The Company acquired mining claims and leases located in Alaska and Ontario, Canada in 2024 that could expand its operations as well as its
product offerings.
Antimony and zeolite are minerals that are included in many products that are used every day. USAC can provide these minerals in a form that can be used in these
products.
Antimony is used in many products as a fire-retardant and a primer and is on the Critical Minerals List of the U.S. Government. Antimony mined from the ground,
which is called antimony ore or ore, is typically not salable as a finished product primarily due to impurities in the ore, the ore size not being compatible with its
intended use, and the percentage of antimony contained in the ore being too low. We process ore to remove impurities, refine the size, and increase the percentage of
antimony contained in the ore to approximately 70% to make the finished product called antimony trisulfide, to approximately 83% to make the finished product called
antimony oxide, and to approximately 99.65% to make the finished product called antimony metal. Antimony trisulfide, oxide, and metal can be sold as finished
products to companies in many industries as well as government agencies. Antimony oxide is used to form a flame-retardant system for plastics, rubber, fiberglass,
textile goods, paints, coatings, and paper, as a color fastener in paint, and as a phosphorescent agent in fluorescent light bulbs. Antimony metal is used in bearings,
storage batteries, and ordnance. Antimony trisulfide is used as a primer in ammunition. The ore we purchase for our facility located in Montana contains antimony,
gold, and silver. Our Montana facility processes this ore and sells the gold and silver to the company who sold us this ore, which represents all our precious metals
sales, and sells the antimony to other companies in various industries. Our Mexico facilities have been processing ore primarily into antimony metal.
The Company was formed in Montana in 1970 not only to process antimony ore but also to mine antimony ore. However, antimony mining ceased in the U.S. in the
1980’s, including our antimony mining in Montana, due to a significant increase of less expensive antimony ore being imported into the United States. Since then, the
Company continued to process ore sourced from foreign suppliers at its facility in Montana. The Company also processes antimony ore at its two facilities located in
Mexico, which are included in the Company’s subsidiary, US Antimony de Mexico, S.A. de C.V. (“USAMSA”), that it formed in Mexico in 1998. The Company formed
another subsidiary, Antimonio de Mexico, S.A. de C.V. (“ADM”), in Mexico in 2005 to explore and develop antimony and precious metal deposits in Mexico. Our Los
Juarez mining claims and concessions in Mexico are included in ADM. Currently, the Company has no active operations in Los Juarez, Mexico.
Zeolite is used in many products as filtration. The Company mines, processes, and sells zeolite at its facility located in Idaho, which is included in the Company’s
subsidiary, Bear River Zeolite Company (“BRZ”), that it formed in Idaho in 2000. Zeolite can be used for water filtration, sewage treatment, nuclear waste and other
environmental cleanup, odor control, gas separation, animal nutrition, soil amendment and fertilizer, and other miscellaneous applications. The Company is in the
process of completing a technical report summary documenting the estimate of total mineral resources and reserves associated with the zeolite mine under lease. The
Company has completed test hole drilling and retained a qualified third-party expert to issue the report. Given the environmental disturbance related to mining, we
work with government agencies to comply with environmental regulations and health and safety standards and strive to grow responsibly for the health,
safety, and protection of our employees and the environment.
In 2024, the Company acquired mining claims and leases in Alaska and Ontario, Canada, which necessitated forming three entities related to the Alaska mining claims,
Great Land Minerals, LLC, Denali Minerals, LLC, and Alaska Antimony LLC, and one entity related to the Ontario mining claims and leases, UAMY Cobalt
Corporation. We expect these mining claims and leases will expand the Company’s operations and product offerings. In certain of these areas, the Company intends
to start with a geophysics study and a geological, structural, and petrographic study to enable future development with ultimate plans for a comprehensive drilling
program. The Company also leased a metals concentration facility with two flotation circuits located in Philipsburg, Montana in 2024 (“Philipsburg Lease”). The
Company has no active operations yet in Alaska or Ontario, Canada, nor has any material been processed yet through the metals concentration facility located in
Philipsburg, Montana. See Note 14 of the Notes to Consolidated Financial Statements in this Annual Report for further details on the Philipsburg Lease.
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Recent Developments
The Company’s USAMSA subsidiary primarily includes two processing facilities, its Madero facility in Parras de la Fuente Coahuila, Mexico and its Puerto Blanco
facility in San Luis de la Paz Guanajuato, Mexico. In March 2024, the Company shut down the operations of USAMSA and announced its intent to sell its USAMSA
subsidiary. The accounting requirements for reporting USAMSA as a discontinued operation were met in the first quarter of 2024. In December 2024, the Company
announced plans to restart its Madero facility in Mexico and made the decision not to sell its USAMSA subsidiary because of substantially increased demand and
market price for antimony. Therefore, the Company reclassified its USAMSA subsidiary’s assets and liabilities in its Consolidated Balance Sheets and related Notes
to Consolidated Financial Statements from its presentation in the interim quarterly financial statements for the quarterly periods ended March 31, 2024, June 30, 2024,
and September 30, 2024 to held-and-used for all periods presented in this Annual Report. Also, the Company reported its USAMSA subsidiary’s operations in
continuing operations in its Consolidated Statements of Operations, Consolidated Statements of Cash Flows, and related Notes to Consolidated Financial Statements
for all periods presented in this Annual Report.
In 2025, the Company: i) executed an option agreement to acquire mining claims in the Fairbanks District of Alaska, ii) executed an agreement to extend ore supply for
its Montana smelting facility, iii) extended its existing mineral property lease in Preston, Idaho, for an additional 10 years, iv) modified the terms and conditions of the
existing property lease in Philipsburg, Montana, which substantially reduced and deferred future monthly payments specifically in calendar year 2025, v) purchased a
personal residence in Thompson Falls, Montana for a key employee required to transfer and move to that location, vi) sold shares of its common stock, and vii)
received proceeds from the exercise of warrants. See Note 14 of the Notes to Consolidated Financial Statements in this Annual Report for further details on these
developments.
Products, Markets, and Segments
Our products consist primarily of the following:
·
Antimony: includes antimony oxide, antimony metal, and antimony trisulfide;
·
Zeolite: includes coarse and fine zeolite crushed in various sizes; and
·
Precious metals: includes refined and unrefined gold and silver.
All sales of antimony, zeolite, and precious metals products are to customers in the United States, Mexico, and Canada.
The Company is organized and managed in two reportable segments, antimony and zeolite. Our Montana facility processes ore containing antimony and precious
metals, which are gold and silver. The gold and silver in this ore represent all precious metals processing and sales for the Company. However, our ore processing
costs related to antimony, gold, and silver cannot be separated between antimony and precious metals. Therefore, our precious metals operations and financial
results are included in our antimony segment. Also, the Company has no active operations yet at Los Juarez, Mexico, Ontario, Canada, and Alaska, nor at its leased
facility in Philipsburg, Montana. Therefore, the Company has not included these locations in a reportable segment, but rather in its “All Other” category for segment
reporting. See further description of the Company’s segments in Note 13 of the Notes to Consolidated Financial Statements in this Annual Report.
Antimony Segment
Our antimony segment consists of:
·
Our facility located in the Burns Mining District of Sanders County in Montana that processes ore primarily into antimony oxide, antimony metal,
antimony trisulfide, and precious metals, and
·
Our two facilities in our USAMSA subsidiary located in Mexico that process ore primarily into antimony metal and a lower grade of antimony oxide.
We estimate, but have not independently confirmed, that our present share of the domestic and international markets for antimony oxide products is around 4% and
less than 1%, respectively.
6
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Uses of Our Antimony Products
Antimony oxide is a fine, white powder that is used 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 and as a phosphorescent agent in fluorescent light bulbs. Antimony
metal is used in bearings, storage batteries and ordnance. Antimony trisulfide is used as a primer in ammunition. The precious metals processed in Montana include
gold and silver.
Ore Supply
Our Montana facility purchases ore primarily from one supplier in Canada. The Company renewed its annual contract with this supplier and will continue to purchase
ore from this supplier for calendar year 2025. See Note 14 of the Notes to Consolidated Financial Statements in this Annual Report for further details on this
contract renewal. The ore purchased from this supplier in Canada contains antimony, gold, and silver. Therefore, the metallurgical techniques employed by our
Montana facility for the recovery of antimony from this ore are altered to also recover the gold and silver. After the gold and silver are recovered, our supplier of ore
in Canada purchases the gold and silver back from the Company. The sales of gold and silver are intermittent throughout the year. Our Mexico facilities did not renew
their contract with their ore supplier in 2023 and were shut-down for most of 2024. However, the Company contracted with two new ore suppliers who will each
supply ore to our Madero facility in Mexico in 2025. These two suppliers will deliver additional ore if their initial deliveries are acceptable, which will expand our ore
supply base and lessen our dependence on any one supplier.
We have relied on sources outside the U.S. for antimony ore since 1983, and there are risks of interruption in procurement from these sources and volatile changes in
world market prices for these materials that are not controllable by us. As a result, we continue to actively pursue additional domestic and foreign sources for
antimony ore that are economically profitable. In addition, we purchased some mining claims in Alaska and Ontario, Canada in 2024 with the goal of owning our ore
supply of antimony and other minerals. The purchase of antimony ore is technically complex and there are complicating factors with each purchase, some of which
include the contents of the ore, the performance of the ore during our processing, the amount of ore that can be supplied monthly, and the country’s laws and
regulations. Our purchasing consequently requires specificity regarding supply agreements, credit support, etc. and is tailored accordingly to specific suppliers.
Competitive Advantage
We believe we have a competitive advantage due to the following:
·
We are the only U.S. domestic processor of antimony products.
·
We can process ore quickly and have minimal shipping time to domestic customers.
·
We have a reputation for quality products delivered on a timely basis.
·
We have the only operating, permitted antimony smelter located in the U.S.
·
Our smelter in Coahuila, Mexico is the largest operating smelter for the processing of antimony products in Mexico.
Antimony Sales
Following is a schedule of our antimony sales for the years ended December 31, 2024 and 2023 and the related change from the prior year:
Year
Antimony
Sales ($) (a)
$ ∆ from prior
year (a)
Antimony
Pounds Sold (a)
LBS ∆ from
prior year (a)
Average Sales
Price/Pound
Sold
Price ∆ from
prior year
2024
$
11,102,573 $
5,198,093
1,459,557
373,381 $
7.61 $
2.17
2023
$
5,904,480 $
(1,727,190)
1,086,176
(307,860) $
5.44 $
(0.03)
(a)
Revenue from sales of gold and silver totaled $525,087 and $326,496 and revenue from sales of antimony ore and concentrates totaled $368,627 and $nil
for the years ended December 31, 2024 and 2023, respectively, which are excluded from Antimony Sales in the chart above but included in the antimony
segment. Antimony Pounds Sold in the chart above excludes the pounds sold related to gold, silver, and ore and concentrates for both years presented.
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Antimony Price Fluctuations
We report our average antimony sales price per pound using antimony sales from our antimony products. However, our sales and operating results from our
antimony products have been and will continue to be tied to the Rotterdam antimony market price, which has fluctuated widely over the past several years. The
Rotterdam average market price per pound of antimony was $10.44 in 2024 and $5.50 in 2023.
The market price of antimony is determined by several variables out of our control. These variables include the available supply of ore, the availability of processing
facilities, the availability and price of imported antimony metal, the quantity of new antimony metal supply, and industrial demand for antimony metal. If the antimony
market price declines and remains depressed, our revenues and profitability may be adversely affected, especially during the time when the market price is declining.
Zeolite Segment
Our zeolite segment includes our vertically integrated Bear River Zeolite (“BRZ”) facility located in Preston, Idaho that mines, processes, and sells zeolite. Our zeolite
has been used for many purposes including water filtration, sewage treatment, nuclear waste and other environmental cleanup, odor control, gas separation, animal
nutrition, soil amendment and fertilizer, and other miscellaneous applications.
BRZ has a lease with Zeolite, LLC that entitles BRZ to surface mine and process zeolite on property in Preston, Idaho, in exchange for an annual payment and a
royalty payment, which is based on the amount of zeolite shipped from the leased property (“BRZ Lease”). The BRZ Lease was recently extended and now ends on
December 31, 2034. See Note 14 of the Notes to Consolidated Financial Statements in this Annual Report for further details on the BRZ Lease. BRZ pays two other
royalties on the sale of zeolite products. In addition, BRZ can surface mine and process zeolite on property owned by the U.S. Bureau of Land Management that is
located adjacent to the Company’s Preston, Idaho property after obtaining required permits.
“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 cation exchange capacity (CEC) of approximately 180-220 meq/100 gr. (which predicts plant nutrient availability and retention in soil), its hardness and high
clinoptilolite content (which is an effective barrier to prevent problematic radionuclide movement), its absence of clay minerals, and its low sodium content. Our
zeolite has been used in:
☐
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, industrial water
discharge streams, 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.
☐
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 fishponds 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 third-party research, feeding up to 2% zeolite increases growth rates, decreases conversion rates, and prevents scours.
☐
Miscellaneous Uses. Other uses include catalysts, petroleum refining, concrete, solar energy and heat exchange, desiccants, pellet binding, horse and
kitty litter, floor cleaner, traction control, ammonia removal from mining waste, and carriers for insecticides, pesticides and herbicides.
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Concentration of Sales
During the years ended December 31, 2024 and 2023, customers accounting for 10% or more of the Company’s sales included the following:
For the years ended
December 31,
2024
December 31,
2023
Customer A revenue
$
4,389,735 $
1,548,283
Customer B revenue
1,998,589
1,451,950
Customer C revenue
-
1,037,307
Total
$
6,388,324 $
4,037,540
Total customer revenue as a % of total Company revenues
43%
46%
Regulatory Matters
We are subject to the requirements of the Federal Mining Safety and Health Act of 1977, the Occupational Safety and Health Administration’s regulations, the states
of Montana and Idaho, federal and state health and safety statutes and Sanders County, Montana and Franklin County, Idaho health ordinances, as well as various
governmental agencies in Mexico. We also must obtain and maintain various licenses and permits from various governmental agencies to operate our mines and
plants and to conduct exploration. The following is a summary of governmental regulation compliance areas which we believe are significant to our business and may
have a material effect on our consolidated financial statements, earnings and/or competitive position, although other regulations could be issued and/or become more
material to our business and have a material effect on our consolidated financial statements, earnings and/or competitive position.
Health and Safety
We are subject to the regulations of the Mine Safety and Health Administration (“MSHA”) in the United States and the Mexico Ministry of Economy and Mining in
Mexico. We work with these agencies to address issues outlined in any inspection or review and to ensure compliance. Achieving and maintaining compliance with
regulations will be challenging and may increase our operating costs.
Licenses, Permits and Claims/Concessions
We are required to obtain various licenses and permits to operate our mine and conduct exploration and reclamation activities. Targets at our Los Juarez exploration
project in Mexico can only be developed if we are successful in obtaining the necessary permits. In addition, our operations and exploration activities in the United
States, Canada, and Mexico are conducted pursuant to claims, concessions, or permits granted by the host government, and are subject to claims renewal and
minimum work commitment requirements, which are subject to certain political risks associated with foreign operations.
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Environmental
Our operations are subject to various environmental laws and regulations in the United States, Canada, and Mexico. Compliance with environmental regulations, and
litigation based on environmental laws and regulations, involves significant costs and can threaten existing operations or constrain expansion opportunities. Mine
closure and reclamation regulations impose substantial costs on our operations and include requirements that we provide financial assurance supporting those
obligations. We have about $100,000 of financial assurances, primarily in the form of surety bonds, for reclamation company-wide.
Our exploration, development and production programs conducted in the United States are subject to local, state and/or federal regulations regarding environmental
protection. Some of our production and mining activities are conducted on public lands. 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 and cash flow.
We accrue asset retirement obligations based on comprehensive remediation plans approved by the various regulatory agencies in connection with permitting or
bonding requirements and based on regulatory requirements. Our accruals are adjusted when revisions to our cost estimates are needed, which could be due to
changes to regulatory requirements. When remediation activity physically commences, we 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. 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. In all cases, our accrual at year-end is based on the best information available at that time to calculate our asset retirement obligations.
Retirement and Reclamation Obligations related to our Antimony and Zeolite Segments
We accrued for the retirement obligations at our closed antimony mine and mill (“the Stibnite Hill Mine Site”) and at our active smelter and precious metals plant, all
of which are in the Burns Mining District of Sanders County, Montana. 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. Some reclamation activities have been performed under the supervision of the
U.S. Forest Service and Montana Department of Environmental Quality.
We accrued for the retirement obligations in Mexico. These obligations are under The Secretary of Environment and Natural Resources (“SEMARNAT”) and The
Federal Attorney for Environmental Protection (“PROFEPA”) based on the Program for Environmental Vigilance (“PVA”).
We accrued for the retirement obligation for BRZ in Idaho based on the retirement requirements of BRZ’s lease with Zeolite LLC and the regulatory authorities.
Changes in rules or regulations of these or other agencies could have a material adverse impact on our obligations and therefore on our accrual for these obligations.
Competition
We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties and for equipment
and labor related to exploration and development of mineral properties. Many of the mineral resource exploration and development companies with whom we compete
have greater financial and technical resources. Accordingly, competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on
exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the
targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective
investors who may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve
the financing necessary to develop our mineral properties.
We provide no assurance we will be able to effectively compete in any of our business areas with current or future competitors or that the competitive pressures
faced by us will not have a material adverse effect on the business, financial condition and operating results.
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Employees
As of December 31, 2024, we employed 60 full-time employees and 2 part-time employees, most of which are located in Montana, Idaho, and Mexico. The number of
full-time employees may vary seasonally. None of our employees are covered by any collective bargaining agreement.
Intellectual Property
We hold no material patents, licenses, franchises or concessions. However, we consider our antimony processing facilities proprietary in nature.
Available Information
In May 2012, our shares of common stock started trading on the NYSE MKT (now NYSE AMERICAN) under the symbol UAMY. We file annual, quarterly and
current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s website at
http://www.sec.gov. Our SEC filings are also available free of charge on the Investors portion of our website at https://www.usantimony.com as soon as reasonably
practicable after they are filed with or furnished to the SEC. Our website and the information contained on or through that site are not incorporated into this report.
All website addresses in this report are intended to be inactive textual references only.
Item 1A. Risk Factors.
The following risks and uncertainties, together with the other information set forth in this report, should be carefully considered by those who invest in our
securities. Any of the following material risk factors could adversely affect our business, financial condition or operating results and could decrease the value of our
common or preferred stock or other outstanding securities. These are not all of the risks we face, and other factors not presently known to us or that we currently
believe are immaterial may also affect our business materially if they occur.
Financial Risks
We have experienced losses in recent years and may continue to incur losses.
We have experienced a loss from operations in all but one of the prior six fiscal years. We may continue to experience losses in the future. Many of the factors
affecting our operating results are beyond our control, including, but not limited to, the volatility of metals prices; ore supply; smelter terms; rock and soil conditions;
seismic events; natural disasters; availability of hydroelectric power; diesel fuel prices; interest rates; foreign exchange rates; global or regional political or economic
policies; inflation; availability and cost of labor; economic developments and crises; governmental regulations; continuity of orebodies; ore grades; recoveries;
performance of equipment; pandemics; global conflicts; price speculation by certain investors; and purchases and sales by central banks and other holders and
producers of gold and silver in response to these factors. We cannot assure you that we will not experience net losses in the future. Continued losses may have an
adverse effect on our cash and cash equivalents balance and liquidity, require us to curtail certain activities and investments, or may require us to raise additional
capital or sell assets.
Macroeconomic factors, including inflation, high interest rates, recession risks, unemployment rates, rising labor and utility costs, fiscal policy, tariffs,
geopolitical events and risks, climate-related and other environmental, social, and governance related risks, and the effects of the health pandemics, have
caused downturns in key markets and created other commercial disruptions, which have and could further adversely impact our businesses.
Many macroeconomic factors affect our business and the industries and companies that purchase our products. As a result, these macroeconomic factors have and
could cause further changes to demand for our products. These factors include, among others: (i) inflation; (ii) high interest rates; (iii) recession risks; (iv) rising labor
and utility costs; (v) disruptions to supply chains; (vi) fiscal policy risks, including tariffs, import duties, and other similar charges, (vii) geopolitical events and risks,
(viii) interruptions of international and regional commerce; (ix) climate-related and other environmental, social, and governance related risks; and (x) the effects of
health pandemics. Tariffs imposed on imports into the United States from Canada, Mexico, or other countries, and reciprocal tariffs, could significantly increase the
cost of our products, which could significantly lower our sales if our customers are unable or unwilling to purchase our products at a higher price, which could have a
material adverse impact on our results and financial condition. Also, price erosion may occur as competitors become more aggressive in pricing practices. To the
extent that these and other factors increase our costs and/or reduce demand for our products and/or increase competition, which effects our relationship with our
customers and vendors, our business, financial position, results of operations and cash flows could be materially adversely impacted.
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We may seek or require additional financing, which may not be available on acceptable terms, if at all.
We may seek to source additional financing by way of private or public offerings of equity or debt or the sale of project or property interests in order to have
sufficient capital to engage in acquisitions, investments and for general working capital. We can give no assurance that financing will be available to it or, if it is
available, that it will be offered on acceptable terms. If additional financing is raised by the issuance of our equity securities, control of our company may change,
security holders will suffer additional dilution and the price of the common stock may decrease. If additional financing is raised through the issuance of indebtedness,
we will require additional financing in order to repay such indebtedness. Failure to obtain such additional financing could result in the delay or indefinite
postponement of further acquisitions, investments, exploration and development, curtailment of business activities or even a loss of property interests.
We have broad discretion in the use of our cash and cash equivalents, including the net proceeds we receive from stock offerings, and may not use them
effectively.
Our management has broad discretion to use our cash and cash equivalents, including proceeds received from stock offerings, to fund our operations and could
spend these funds in ways with which you may not agree or in ways which do not improve our results of operations or enhance the value of our common stock. The
failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the
price of our common stock to decline. Pending their use to fund our operations, we may invest our cash and cash equivalents in a manner that does not produce
income or that loses value.
Metal market prices are volatile, including the antimony metal market price. A substantial and/or extended decline in metals prices, and specifically the
antimony market price, would have a material adverse effect on us, especially during the time period that the antimony market price was declining.
Our revenue is derived primarily from the sale of antimony and zeolite products, and to a lesser extent silver and gold products, and, as a result, our earnings are
directly related to the prices of these metals and products. Antimony, zeolite, silver and gold prices fluctuate widely and are affected by numerous factors, including:
·
speculative activities;
·
relative exchange rates of the U.S. dollar;
·
global and regional demand and production;
·
political instability;
·
inflation, recession or increased or reduced economic activity; and
·
other political, regulatory and economic conditions.
These factors are beyond our control and are difficult to predict. If the market prices for these metals and products fall below our production, exploration or
development costs for a sustained period of time, we may experience significant losses and may have to discontinue exploration, development, and/or operations,
and may incur asset write-downs at one or more of our properties.
An extended decline in metals prices, an increase in operating or capital costs, mine accidents or closures, increasing regulatory obligations, or our inability to
convert resources or exploration targets to reserves may cause us to record write-downs, which could negatively impact our results of operations.
When events or changes in circumstances indicate the carrying value of our long-lived assets may not be recoverable, we review the recoverability of the carrying
value by estimating the future undiscounted cash flows expected to result from the use and eventual salvage values related to the disposition of the assets.
Impairment must be recognized when the carrying value of the asset exceeds these cash flows. Recognizing impairment write-downs could negatively impact our
results of operations. Metals price estimates are a key component used in the evaluation of the carrying values of our assets, as the evaluation involves comparing
carrying values to the average estimated undiscounted cash flows resulting from operating plans using various metals price scenarios. Our estimates of
undiscounted cash flows for our long-lived assets also include an estimate of the market value of the resources and exploration targets beyond the current operating
plans.
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If the prices of antimony or zeolite decline for an extended period of time, if we fail to control production or capital costs, if regulatory issues increase costs or
decrease production, if the commercial value of fixed assets declines, or if we do not realize the mineable ore reserves, resources or exploration targets at our mining
properties, we may be required to recognize asset write-downs in the future. In addition, the perceived market value of the resources and exploration targets of our
properties is dependent upon prevailing metals prices as well as our ability to discover economic ore. A decline in metals prices for an extended period of time or our
inability to convert resources or exploration targets to reserves could significantly reduce our estimates of the value of the resources or exploration targets at our
properties and result in asset write-downs.
Our profitability could be affected by the prices of other commodities.
Our profitability is sensitive to the costs of commodities, such as fuel, coal, and sodium carbonate, which have experienced price volatility historically. Material
increases in these and other commodity costs could have a significant effect on our results of operations and financial condition.
We are subject to the risk of fluctuations in the relative values of the U.S. and Canadian Dollar and Mexican Peso.
We may be adversely affected by foreign currency fluctuations. Certain of our assets are located in Mexico. Our expenses relative to our Mexico assets, and, in
certain cases, those assets themselves may be denominated in Mexican Pesos. Fluctuations in the exchange rates between the U.S. Dollar and the Mexican Peso may
therefore have a material adverse effect on the Company’s financial results. Mexico has experienced periods of significant inflation. If Mexico experiences
substantial inflation in the future, the Company’s costs in peso will increase significantly, subject to movements in applicable exchange rates. Also, we sell zeolite to
customers in Canada in Canadian dollars. Significant fluctuations in the exchange rates between the U.S. Dollar and the Canadian Dollar may therefore have a material
adverse effect on the Company’s financial results and cash flow.
Our liabilities for environmental reclamation and retirement and safety may exceed the amounts accrued on our financial statements.
Our research, development, manufacturing and production processes involve the controlled use of hazardous materials, and we are subject to various environmental
and occupational safety laws and regulations governing the use, manufacture, storage, handling, and disposal of hazardous materials and some waste products. 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 ongoing reclamation and retirement projects at our facilities. Adequate
financial resources may not be available to ultimately finish the reclamation and retirement activities if changes in environmental laws and regulations occur, and
these changes could adversely affect our cash flow and profitability. We do not have environmental liability insurance now, and we do not expect to be able to obtain
insurance at a reasonable cost. 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. If we incur liabilities for environmental damages while we are uninsured, it could have a significant adverse effect on our financial
condition and results of our operations.
Our accounting and other estimates may be imprecise.
Preparing consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts and related disclosure of
assets, liabilities, revenue and expenses at the date of the consolidated financial statements and reporting periods. The more significant areas requiring the use of
management assumptions and estimates relate to:
·
mineral reserves, resources, and exploration targets that are the basis for future income and cash flow estimates and units-of-production depreciation,
depletion and amortization calculations;
·
environmental reclamation and asset retirement obligations;
·
permitting and other regulatory considerations;
·
asset impairments;
·
value of mineral claims;
·
asset valuations;
·
future foreign exchange rates, inflation rates and applicable tax rates;
·
reserves for contingencies and litigation; and
·
deferred tax asset and liability valuation allowances.
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Future estimates and actual results may differ materially from these estimates as a result of using different assumptions or conditions. For additional information, see
Critical Accounting Estimates in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 of the Notes to
Consolidated Financial Statements in this Annual Report.
Operational and Mining Industry Risks
Mining is an inherently speculative business. The properties on which we have the right to mine are not known to have any proven and probable reserves. We
extracted zeolite without completing the technical work required to declare a mineral reserve. If we are unable to extract zeolite at a profit, our business could
fail.
Mining is a business that by its nature is speculative. The Company is in the process of completing a technical report summary documenting the estimate of total
mineral resources and reserves associated with the zeolite mine under lease. Unusual or unexpected geological formations, geological formation pressures, fires,
power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are just
some of the many risks involved in mineral exploration programs. If we are unable to extract zeolite at a profit, our zeolite business could fail.
We are substantially dependent on one supplier in Canada that supplies the majority of the ore we process and sell to our antimony customers. A decrease in the
supply or an increase in the cost of this supplier’s ore could have a material adverse effect on our business, results of operations, and financial condition.
Historically, we have received most of our ore supply for antimony from one supplier in Canada. Because of this concentration of supply with one supplier, a
decrease in ore from this supplier or an increase in the cost of this supplier’s ore could have a material adverse effect on our business, results of operations, and cash
flow.
We are substantially dependent on a lease agreement related to the property that we mine, process, and sell zeolite. Changes to this lease agreement could have
a material adverse effect on our business, results of operations, and financial condition.
We have renewed this lease agreement related to our BRZ business periodically with minor changes to the terms and conditions in the past. However, changes to
this lease agreement or the inability to renew this lease agreement could have a material adverse effect on our business, results of operations, and cash flow.
We are substantially dependent on a few significant customers, and we face significant risks associated with changes in our relationship with these significant
customers.
Some of the markets we serve have a limited number of customers. As a result, most of our revenues are concentrated with a limited number of customers. In 2024, our
two largest customers accounted for 43% of our consolidated revenues. Additionally, not all our customers make purchases every year. Because of this variability,
we believe that comparisons of our operating results in any quarterly period may not be a reliable indicator of future performance.
Additionally, if our relationships with our significant customers should change materially, it could be difficult for us to immediately and profitably replace lost sales in
a market with such concentration, which could have a material adverse effect on our operating and financial results. We could be adversely impacted by decreased
customer demand for our products due to (i) the impact of current or future economic conditions on our customers, (ii) our customers’ loss of market share to their
competitors that do not use our products, and (iii) our loss of market share with our customers. We could lose market share with our customers to our competitors or
to our customers themselves, should they decide to become more vertically integrated and produce the products that we currently provide.
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In addition, even if our customers continue to do business with us, we could be adversely effected by a number of other potential developments with our customers.
For example:
·
The inability or failure of our customers to meet their contractual obligations could have a material adverse effect on our business, financial position and
results of operations.
·
If we are unable to deliver products to our customers in accordance within the timeframe outlined in the order, the revenue associated with that order as
well as future orders from that customer may not occur, which could have an adverse effect on the results of our operations and financial condition.
·
A material change in payment terms with a significant customer could have a material adverse effect on our short-term cash flows.
·
The concentration of our customer base may enable our customers to demand certain pricing and other terms unfavorable to us and make us more
vulnerable to changes in demand by or issues with a given customer.
Natural disasters, public health crises, political crises, and other catastrophic events or other events outside of our control may materially and adversely affect
our business or financial results.
If any of our facilities or the facilities of our suppliers, third-party service providers, or customers is affected by natural disasters, such as earthquakes, floods, fires,
power shortages or outages, public health crises (such as pandemics and epidemics), political crises (such as terrorism, war, political instability or other conflict), or
other events outside of our control, our operations or financial results could suffer. Any of these events could materially and adversely impact us in a number of
ways, including through decreased production, increased costs, decreased demand for our products due to reduced economic activity or other factors, or the failure
by counterparties to perform under contracts or similar arrangements.
Our business could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the
recent outbreak of novel coronavirus. 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, as well as the domestic and global economies
and financial markets, resulting in an economic downturn that could impact our ability to raise capital.
Increases in energy costs may adversely affect our business, financial position, results of operations and liquidity.
Energy costs, including electrical power costs, represent one of the larger components of our cost of goods sold. As a result, the availability of electricity and other
energy costs at competitive prices is critical to the profitability of our operations.
In the U.S., our facilities receive all their electricity requirements under market-based electricity contracts. These market-based contracts expose us to price volatility
and fluctuations due to factors beyond our control and without any direct relationship to the price of our products. For example, extreme weather events over the past
several years across the United States resulted in increases to power prices. More recently, market disruptions in global energy markets related to the war in Ukraine
caused significant increases in market-based power prices. Market-based electricity contracts expose us to market price volatility and fluctuations driven by, among
other things, coal and natural gas prices, renewable energy production, regulatory changes and weather events, in each case, without any direct relationship to the
price of our products. There can be no assurance that our market-based power supply arrangements will result in favorable electricity costs. Any increase in our
electricity and other energy prices not tied to corresponding increases in the prices for the commodities we sell could have a material adverse effect on our business,
financial position, results of operations and liquidity.
Mining accidents or other adverse events at an operation could decrease our anticipated production or otherwise adversely affect our operations.
Production may be reduced below our historical or estimated levels for many reasons, including, but not limited to, mining accidents; unfavorable ground or shaft
conditions; work stoppages or slow-downs; lower than expected ore grades; unexpected regulatory actions; if the metallurgical characteristics of ore are less
economic than anticipated; or because our equipment or facilities fail to operate properly or as expected. Our operations are subject to risks relating to ground
instability, including, but not limited to, pit wall failure, crown pillar collapse, seismic events, backfill and stope failure or the breach or failure of a tailings
impoundment. The occurrence of an event such as those described above could result in loss of life or temporary or permanent cessation of operations, any of which
could have a material adverse effect on our financial condition and results of operations. Other closures or impacts on operations or production may occur at any of
our mines at any time, whether related to accidents, changes in conditions, changes to regulatory policy, or as precautionary measures.
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In addition, our operations are typically in remote locations, where conditions can be inhospitable, including with respect to weather, surface conditions, interactions
with wildlife or otherwise in or near dangerous conditions. In the past we have had employees, contractors, or employees of contractors get injured, sometimes
fatally, while working in such challenging locations. An accident or injury to a person at or near one of our operations could have a material adverse effect on our
financial condition and results of operations.
We may not be able to maintain the infrastructure necessary to conduct mining activities.
Our mining activities depend upon adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors which affect capital and
operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could
adversely affect our mining activities and financial condition.
Our mining activities may be adversely affected by the local climate.
The local climate sometimes affects our mining activities on our properties. Earthquakes, heavy rains, snowstorms, and floods could result in serious damage to or the
destruction of facilities, equipment or means of access to our property, or could occasionally prevent us temporarily from conducting mining activities on our
property. Because of their rural location and the lack of developed infrastructure in the area, our mineral properties in Montana and Idaho are occasionally impassable
during the winter season. During this time, it may be difficult for us to access our property, maintain production rates, make repairs, or otherwise conduct mining
activities on them.
Certain operations are in Mexico and may be subject to geo-political risk.
Certain operations are in Mexico. Any political or social disruptions unique to Mexico would have a material impact on our operations, financial performance and
stability. Additionally, our properties and projects are subject to the laws of Mexico, and we may be negatively impacted by the existing laws and regulations of that
country, as they apply to mineral exploration, land ownership, royalty interests and taxation, and by any potential changes of such laws and regulations.
Any changes in regulations or shifts in political conditions are beyond our control or influence and may adversely affect our business, or if significant enough, may
result in the impairment or loss of mineral concessions or other mineral rights.
Our operations are subject to hazards and risks normally associated with the exploration and development of mineral properties.
Our operations are subject to hazards and risks normally associated with the exploration and development of mineral properties, any of which could cause delays in
the progress of our exploration and development plans, damage or destruction of property, loss of life and/or environmental damage. Some of these risks include, but
are not limited to, unexpected or unusual geological formations, rock bursts, cave-ins, flooding, fires, earthquakes; unanticipated changes in metallurgical
characteristics and mineral recovery; unanticipated ground or water conditions; changes in the regulatory environment; industrial or labor disputes; hazardous
weather conditions; cost overruns; land claims; and other unforeseen events. A combination of experience, knowledge and careful evaluation may not be able to
overcome these risks.
The nature of these risks is such that liabilities may exceed any insurance policy coverages; the liabilities and hazards might not be insurable, or the Company might
not elect to insure itself against such liabilities due to excess premium costs or other factors. Such liabilities may have a material adverse effect on our financial
condition and operations and could reduce or eliminate any future profitability and result in increased costs and a decline in the value of our securities.
Our non-extractive properties may not be brought into the state of commercial production.
Development of mineral properties involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The commercial
viability of a mineral deposit depends on factors beyond our control, including the deposit's attributes, commodity prices, government policies and regulation and
environmental protection. Fluctuations in the market prices of minerals may render reserves and deposits containing relatively lower grades of mineralization
uneconomic. The development of our non-extractive properties will require obtaining land use consents, permits and the construction and operation of mines,
processing plants and related infrastructure. We are subject to all the risks associated with establishing new mining operations, including:
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·
the timing and cost, which can be considerable, of the construction of mining and processing facilities and related infrastructure;
·
the availability and cost of skilled labor and mining equipment;
·
the availability and cost of appropriate smelting and/or refining arrangements;
·
the need to obtain and maintain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits;
·
in the event that the required permits are not obtained in a timely manner, mine construction and ramp-up will be delayed and the risks of government
environmental authorities issuing directives or commencing enforcement proceedings to cease operations or administrative, civil and criminal sanctions
being imposed on our company, directors and employees;
·
delays in obtaining, or a failure to obtain, access to surface rights required for current or future operations;
·
the availability of funds to finance construction and development activities;
·
potential opposition from non-governmental organizations, environmental groups or local community groups which may delay or prevent development
activities; and
·
potential increases in construction and operating costs due to changes in the cost of fuel, power, materials and supplies and foreign exchange rates.
It is common in new mining operations to experience unexpected costs, problems and delays during development, construction and mine ramp-up. Accordingly, there
are no assurances that our non-extractive properties will be brought into a state of commercial production.
Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and there are no assurances that
any future development activities will result in profitable mining operations.
The capital costs to take projects into commercial production may be significantly higher than anticipated. Capital costs, operating costs, production and economic
returns and other estimates may prove to differ significantly from those used by us to decide to commence extraction, and there can be no assurance that our actual
capital and operating costs will not be higher than currently anticipated. Due to higher capital and operating costs, production and economic returns may differ
significantly from those we anticipated.
We may face equipment shortages, access restrictions and lack of infrastructure.
Natural resource exploration, development and mining activities are dependent on the availability of mining, drilling and related equipment in the areas where such
activities are conducted. A limited supply of such equipment or access restrictions may affect the availability of such equipment to us and may delay exploration,
development or extraction activities. Certain equipment may not be immediately available or may require long lead-time orders. A delay in obtaining necessary
equipment for mineral exploration, including drill rigs, could have a material adverse effect on our operations and financial results.
Mining, processing, development and exploration activities also depend, to one degree or another, on the availability of adequate infrastructure. Reliable roads,
bridges, power sources, fuel and water supply and the availability of skilled labor and other infrastructure are important determinants that affect capital and operating
costs. The establishment and maintenance of infrastructure, and services are subject to several risks, including risks related to the availability of equipment and
materials, inflation, cost overruns and delays, political or community opposition and reliance upon third parties, many of which are outside our control. The lack of
availability of acceptable terms or the delay in the availability of any one or more of these items could prevent or delay the development or ongoing operation of our
projects.
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Exploration of mineral properties is less intrusive and requires fewer surface and access rights than properties developed for mining. No assurances can be provided
that we will be able to secure required surface rights on favorable terms, or at all. Any failure by us to secure surface rights could prevent or delay the development of
our projects.
Insurance may not be available to us.
Mineral exploration and processing is subject to risks of human injury, environmental and legal liability and loss of assets. We may elect not to have insurance for
certain risks because of the high premiums associated with insuring those risks or, in some cases, insurance may not be available for certain risks. The occurrence of
events for which we are not insured could have a material adverse effect on our financial position or results of operations.
Our business depends on the availability of skilled personnel and good relations with employees.
We are dependent upon the ability and experience of our executive officers, managers, employees, contractors and their employees, and other personnel, and we
cannot assure you that we will be able to attract or retain such employees or contractors. We may at times have insufficient executive or operational personnel, or
personnel whose skills require improvement. We compete with other companies both in and outside the mining industry in recruiting and retaining qualified
employees and contractors knowledgeable about the mining business. From time to time, we have encountered, and may in the future encounter, difficulty recruiting
skilled mining personnel at acceptable wage and benefit levels in a competitive labor market, and may be required to utilize contractors, which can be more costly.
Temporary or extended lay-offs due to mine closures may exacerbate such issues and result in vacancies or the need to hire less skilled or efficient employees or
contractors. The loss of skilled employees or contractors or our inability to attract and retain additional highly skilled employees and contractors could have an
adverse effect on our business and future operations.
A significant disruption to our information technology could adversely affect our business, operating result and financial position.
We rely on a variety of information technology and automated systems to manage and support our operations. For example, we depend on our information
technology systems for financial reporting, database management, operational and investment management and internal communications. These systems contain our
proprietary business information and personally identifiable information of our employees. The proper functioning of these systems and the security of this data is
critical to the efficient operation and management of our business. In addition, these systems could require upgrades as a result of technological changes or growth
in our business. These changes could be costly and disruptive to our operations and could impose substantial demands on management time. Our systems and those
of third-party providers, could be vulnerable to damage or disruption caused by catastrophic events, power outages, natural disasters, computer system or network
failures, viruses, ransomware or malware, physical or electronic break-ins, unauthorized access, or cyber-attacks.
We have experienced cybersecurity incidents, primarily related to phishing emails, and may in the future experience, whether directly or indirectly, cybersecurity
incidents. While prior incidents have not materially affected our business strategy, results of operations, or financial condition, there is no guarantee that a future
cyber incident would not materially affect our business strategy, results of operations, or financial condition.
Any security breach could compromise our network, and the information contained therein could be improperly accessed, disclosed, lost or stolen. Because
techniques used to sabotage, obtain unauthorized access to systems or prohibit authorized access to systems change frequently and generally are not detected until
successfully launched against a target, we may not be able to anticipate these attacks nor prevent them from harming our business or network. Any unauthorized
activities could disrupt our operations and be costly to fix, which could adversely affect our business and operating results.
Competition from other mining companies may harm our business.
We compete with other mining companies, some of which have greater financial resources than we do or other advantages, in various areas which include:
·
attracting and retaining key executives, skilled labor, and other employees;
·
for the services of other skilled personnel and contractors and their specialized equipment, components and supplies, such as drill rigs, necessary for
exploration and development;
·
for contractors that perform mining and other activities and milling facilities which we lease or toll mill through; and
·
for rights to mine properties.
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Organizational and Common Stock Risks
Our Articles of Incorporation allow for our board to create new series of preferred stock without further approval by our stockholders, which could adversely
affect the rights of the holders of our common stock.
Our board of directors (the “Board”) has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board also has the authority to
issue preferred stock without further stockholder approval. As a result, our Board could authorize the issuance of a series of preferred stock that would grant to
holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and
the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board could authorize the issuance
of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative
voting power of our common stock or result in dilution to our existing stockholders.
If we lose any of our key personnel, we may encounter difficulty replacing their expertise, which could impair our ability to implement our business plan
successfully.
We believe that our ability to implement our business strategy and our future success depends on the continued employment of our management team. The loss of
the technical knowledge and mining industry expertise of these key employees could make it difficult for us to execute our business plan effectively and could cause
a diversion of resources while we seek replacements.
In addition, our operations require employees, consultants, advisors and contractors with a high degree of specialized technical, management and professional skills,
such as engineers, trades people, geologists and equipment operators. We compete both locally and internationally for such professionals. We may be unsuccessful
in attracting and maintaining key employees. If we are unable to acquire the talents we seek, we could experience higher operating costs, poorer results, and an
overall lack of success in implementing our business plans.
The price of our common stock has a history of volatility and could decline in the future.
Shares of our common stock are listed on NYSE American. The market price for our common stock has been volatile, sometimes based on:
·
changes in metals prices, particularly antimony;
·
our results of operations and financial condition as reflected in our public news releases or periodic filings with the SEC;
·
factors unrelated to our financial performance or prospects, such as global economic developments, market perceptions of the attractiveness of
industries, or the reliability of metals markets;
·
political and regulatory risk;
·
the success of our exploration, pre-development, and capital programs;
·
ability to meet production estimates;
·
environmental, safety and legal risk;
·
the extent and nature of analytical coverage concerning our business;
·
the trading volume and general market interest in our securities; and
·
delayed financial filings with the Securities Exchange Commission.
The market price of our stock at any given point in time may not accurately reflect our value, and may prevent stockholders from realizing a profit on, or recovering,
their investment.
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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.
Our Series B preferred stock has a liquidation preference of $1.00 per share or $750,000 plus accumulated dividends.
If we were liquidated, holders of our preferred stock would be entitled to receive $750,000 plus any accumulated and unpaid dividends from any liquidation proceeds
before holders of our common stock would be entitled to receive any proceeds.
Our Series C preferred stock has a liquidation preference of $0.55 per share or $97,847.
If we were liquidated, holders of our preferred stock would be entitled to receive $97,847 from any liquidation proceeds before holders of our common stock would be
entitled to receive any proceeds.
The issuance of additional equity securities in the future could adversely affect holders of our common stock.
The market price of our common stock may be affected by the issuance, exercise, or conversion of preferred stock, options, restricted stock, warrants, convertible
debt or other rights to acquire any preferred or common stock. Our Board is authorized to issue additional classes or series of preferred stock without any action on
the part of our stockholders. This includes the power to set the terms of any such classes or series of preferred stock that may be issued, including voting rights,
dividend rights and preferences over common stock with respect to dividends or upon the liquidation, dissolution or winding up of the business and other terms. If
we issue preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon liquidation, dissolution or
winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of holders of the common stock or the
market price of the common stock could be adversely affected. Our Board is also authorized to issue additional shares of common stock and rights to acquire
common stock.
We cannot predict the number of additional equity securities that will be issued or the effect, if any, that future issuances and sales of the securities will have on the
market price of the common stock. Any transaction involving the issuance of previously authorized but unissued equity securities would result in dilution, possibly
substantial, to stockholders. Based on the need for additional capital to fund expected expenditures and growth, it is likely that we will issue securities to provide
such capital. Such additional issuances may involve the issuance of a significant number of equity securities at prices less than the current market price. Sales of
substantial amounts of securities, or the availability of the securities for sale, could adversely affect the prevailing market prices for the securities and dilute
investors’ earnings per share. A decline in the market prices of the securities could impair our ability to raise additional capital through the sale of additional
securities should we desire to do so.
The provisions in our certificate of incorporation, our by-laws and Montana law could delay or deter tender offers or takeover attempts.
Certain provisions in our restated certificate of incorporation, our by-laws and Montana law could make it more difficult for a third party to acquire control of us, even
if that transaction could be beneficial to stockholders. These impediments include:
·
the classification of our Board into three classes serving staggered three-year terms, which makes it more difficult to quickly replace board members;
·
the ability of our Board to issue shares of preferred stock with rights as it deems appropriate without stockholder approval;
·
a provision that special meetings of our board of directors may be called only by our chief executive officer or a majority of our Board;
·
a provision that special meetings of stockholders may only be called (i) pursuant to a resolution approved by a majority of our Board or (ii) by the
Chairman of the Board or the Secretary of the Company upon the written request or requests of one or more persons that own shares representing at
least 25% of the voting power of the stock entitled to vote on the matter or matters to be brought before the proposed special meeting;
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·
a prohibition against action by written consent of our stockholders;
·
a provision that our directors may only be removed for cause and by an affirmative vote of at least 80% of the outstanding voting stock;
·
a provision that our stockholders comply with advance-notice provisions to bring director nominations or other matters before meetings of our
stockholders;
·
a prohibition against certain business combinations with an acquirer of 15% or more of our common stock for three years after such acquisition unless
the stock acquisition or the business combination is approved by our Board prior to the acquisition of the 15% interest, or after such acquisition our
Board and the holders of two-thirds of the other common stock approve the business combination; and
·
a prohibition against our entering into certain business combinations with interested stockholders without the affirmative vote of the holders of at least
80% of the voting power of the then outstanding shares of voting stock.
In addition, amendment of most of the provisions described above requires approval of at least 80% of the outstanding voting stock.
Legal, Regulatory, and Compliance Risks
As a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting. If we fail to develop and maintain
an effective system of internal control over financial reporting, our ability to produce timely and accurate financial statements and other required disclosures
and to comply with applicable laws and regulations could be impaired. Also, if deficiencies in our internal control over financial reporting are not properly
remediated, it could adversely affect our business and results of operations.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act
of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of NYSE American, and other
applicable securities rules and regulations. Compliance with these rules and regulations may be difficult, time-consuming, or costly, and compliance may increase
demand on processes, systems, and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our
business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting.
Management reviews the Company’s internal control over financial reporting to determine if it is effective. A control deficiency exists when the design, operation, or
lack of a control does not allow management or employees to prevent, or detect, and correct, misstatements on a timely basis. A material weakness is a deficiency, or
a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim
financial statements will not be prevented or detected on a timely basis. As described in “Item 9A. Controls and Procedures” of this Annual Report, we have
concluded that our internal control over financial reporting was ineffective as of December 31, 2024 due to material weaknesses in our internal control over financial
reporting. We intend to take the necessary steps to remediate these material weaknesses. However, we cannot assure you that we will be successful in implementing
effective internal control over financial reporting or that, once successful, such controls will remain effective.
It may require significant resources and management oversight to effectively comply with our regulatory obligations and to avoid future violations. In addition,
significant resources and management oversight may also be required to maintain and, if necessary, improve our disclosure controls and procedures and internal
control over financial reporting. As a result of our efforts to comply with the above rules and regulations, management’s attention may be diverted from other
business concerns, which could adversely affect our business, operating results, and financial condition. To comply with these requirements, we may need to hire
more employees in the future or engage outside consultants, which would increase our costs and expenses. We may be unable to comply despite such efforts. Any
failure to comply with applicable regulations could adversely affect our stock price and our ability to make accurate and timely financial and other disclosures to
investors, attract and maintain key personnel and investors, and use our funds for intended purposes. It may also subject us to the risk of litigation or regulatory
enforcement actions against us.
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We may be unable to comply with NYSE American continued listing standards and our common stock may be delisted from the NYSE American market, which
would likely cause the liquidity and market price of the common stock to decline.
Our common stock is currently listed on the NYSE American. We are subject to the continued listing standards of the NYSE American and such exchange will
consider suspending dealings in, or delisting, securities of an issuer that does not meet its continued listing standards. To maintain our NYSE American listing, we
must maintain certain standards, such as various corporate governance standards as well as minimum levels or values related to share price, shareholders’ equity
balance, market capitalization value, and various share distribution levels. In addition to objective standards, the NYSE American may delist the securities of an issuer
if it determines that the securities are unsuitable for continued trading, which could be the result if the issuer sells or disposes of principal operating assets, ceases to
be an operating company, or discontinues a substantial portion of its operations or business. We may not be able to satisfy these standards and remain listed on the
NYSE American, which could adversely affect the market price of our common stock and our ability to raise funds through the sale of our common stock, which could
adversely affect our liquidity.
We face substantial governmental regulations, including the Mine Safety and Health Act, various environmental laws and regulations and the 1872 Mining
Law.
Our business is subject to extensive U.S. and foreign federal, state, and local laws and regulations governing environmental protection, natural resources,
prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations, including mine
safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations are substantial. Possible future laws and
regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures,
restrictions on or suspensions of operations and delays in the development of new properties.
U.S. surface and underground mines like those at our Preston Operations are inspected periodically by MSHA, which inspections often lead to notices of violation
under the Mine Safety and Health Act. Our facility or mine at Preston Idaho could be subject to a temporary or extended shutdown due to a violation alleged by
MSHA. For more information on the status of inspections by MSHA, see Note 11 of the Notes to Consolidated Financial Statements in this Annual Report.
Some mining laws prevent mining companies that have been found to (i) have engaged in environmentally harmful conduct or (ii) be responsible for environmentally
harmful conduct engaged in by affiliates or other third parties, including in other jurisdictions, from maintaining current or obtaining future permits until remediation
or restitution has occurred. If we are found to be responsible for any such conduct, our ability to operate existing projects or develop new projects might be impaired
until we satisfy costly conditions.
We cannot assure you that we will always be in compliance with applicable laws, regulations and permitting requirements. Failure to comply with applicable laws,
regulations and permitting requirements may result in lawsuits or regulatory actions, including orders issued by regulatory or judicial authorities causing operations
to cease or be curtailed, which may require corrective measures including capital expenditures, installation of additional equipment or remedial actions. Any one or
more of these liabilities could have a material adverse impact on our financial condition.
In addition to existing regulatory requirements, legislation and regulations may be adopted, regulatory procedures modified, or permit limits reduced at any time, any
of which could result in additional exposure to liability, operating expense, capital expenditures or restrictions and delays in the mining, production or development of
our properties. Mining accidents and fatalities or toxic waste releases, whether at our mines or related to metals mining, may increase the likelihood of additional
regulation or changes in law or enhanced regulatory scrutiny. Enforcement or regulatory tools and methods available to regulatory bodies, such as MSHA or the U.S.
Environmental Protection Agency (“EPA”), could be used against us or the industry in general and materially adversely affect our financial condition.
From time to time, the U.S. Congress considers proposed amendments to the 1872 Mining Law, which governs mining claims and related activities on federal lands.
The extent of any future changes is not known and the potential impact on us because of U.S. Congressional action is difficult to predict. Changes to the 1872 Mining
Law, if adopted, could adversely affect our ability to economically develop mineral reserves on federal lands, which could materially adversely affect our financial
condition.
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Our operations are subject to complex, evolving and increasingly stringent environmental laws and regulations. Compliance with environmental regulations,
and litigation based on such regulations, involves significant costs and can threaten existing operations or constrain expansion opportunities.
Our operations, both in the United States and internationally, are subject to extensive environmental laws and regulations governing wastewater discharges;
remediation, restoration and reclamation of environmental contamination; the generation, storage, treatment, transportation and disposal of hazardous substances;
solid waste disposal; air emissions; protection of endangered and protected species and designation of critical habitats; mine closures and reclamation; and other
related matters. In addition, we must obtain regulatory permits and approvals to start, continue and expand operations. New or revised environmental regulatory
requirements are frequently proposed, many of which result in substantially increased costs for our business.
Our U.S. operations are subject to the Clean Water Act, which requires permits for certain discharges into waters of the United States. Such permitting has been a
frequent subject of litigation and enforcement activity by environmental advocacy groups and the EPA, respectively, which has resulted in declines in such permits
or extensive delays in receiving them, as well as the imposition of penalties for permit violations. In 2015, the regulatory definition of “waters of the United States”
that are protected by the Clean Water Act was expanded by the EPA, thereby imposing significant additional restrictions on waterway discharges and land uses.
However, in 2018, implementation of the relevant rule was suspended for two years, and in December 2019 a revised definition that narrows the 2015 version was
implemented. In late 2021, the EPA and US Army Corps of Engineers proposed to revise the definition again, moving it back to its more inclusive, pre-2018 definition.
If this rule change were to take effect or states take action to address a perceived fall-off in protection under the Clean Water Act, litigation involving water discharge
permits could increase, which may result in delays in, or in some instances preclude, the commencement or continuation of development or production operations.
Enforcement actions by the EPA or other federal or state agencies could also result. Adverse outcomes in lawsuits challenging permits or failure to comply with
applicable regulations or permits could result in the suspension, denial, or revocation of required permits, or the imposition of penalties, any of which could have a
material adverse impact on our cash flows, results of operations, or financial condition.
Some of the mining wastes from our U.S. mines currently are exempt to a limited extent from the extensive set of EPA regulations governing hazardous waste under
the Resource Conservation and Recovery Act (“RCRA”). If the EPA were to repeal this exemption, and designate these mining wastes as hazardous under RCRA, we
would be required to expend additional amounts on the handling of such wastes and to make significant expenditures to construct hazardous waste storage or
disposal facilities. In addition, if any of these wastes or other substances we release or cause to be released into the environment cause or has caused contamination
in or damage to the environment at a U.S. mining facility, that facility could be designated as a “Superfund” site under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (“CERCLA”). Under CERCLA, any present owner or operator of a Superfund site or the owner or operator at the time of
contamination may be held jointly and severally liable regardless of fault and may be forced to undertake extensive remedial cleanup action or to pay for the cleanup
efforts. The owner or operator also may be liable to federal, state and tribal governmental entities for the cost of damages to natural resources, which could be
substantial. Additional regulations or requirements also are imposed on our tailings and waste disposal areas under the federal Clean Water Act.
Legislative and regulatory measures to address climate change and greenhouse gas emissions are in various phases of consideration. If adopted, such measures
could increase our cost of environmental compliance and also delay or otherwise negatively affect efforts to obtain permits and other regulatory approvals with
regard to existing and new facilities. Proposed measures could also result in increased cost of fuel and other consumables used at our operations.
Adoption of these or similar new environmental regulations or more stringent application of existing regulations may materially increase our costs, threaten certain
operating activities and constrain our expansion opportunities.
Some of our facilities are located in or near environmentally sensitive areas such as salmon fisheries, endangered species habitats, wilderness areas, national
monuments and national forests, and we may incur additional costs to mitigate potential environmental harm in such areas.
Laws in the U.S. such as CERCLA and similar state laws may expose us to joint and several liability or claims for contribution made by the government (state or
federal) or private parties. Moreover, exposure to these liabilities arises not only from our existing but also from closed operations, operations sold to third parties, or
operations in which we had a leasehold, joint venture, or other interest. Because liability under CERCLA is often alleged on a joint and several basis against any
property owner or operator or arranger for the transport of hazardous waste, and because we have been in operation since around 1968, our exposure to
environmental claims may be greater because of the bankruptcy or dissolution of other mining companies which may have engaged in more significant activities at a
mining site than we but which are no longer available for governmental agencies or other claimants to make claims against or obtain judgments from. Similarly, there is
also the potential for claims against us based on agreements entered into by certain affiliates and predecessor companies relating to the transfer of businesses or
properties, which contained indemnification provisions relating to environmental matters. In each of the types of cases described in this paragraph, the government
(federal or state) or private parties could seek to hold the Company liable for the actions of their subsidiaries or predecessors.
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The laws and regulations, changes in such laws and regulations, and lawsuits and enforcement actions described in this risk factor could lead to the imposition of
substantial fines, remediation costs, penalties and other civil and criminal sanctions against us. Further, substantial costs and liabilities, including for restoring the
environment after the closure of mines, are inherent in our operations. There is no assurance that any such law, regulation, enforcement or private claim, or
reclamation activity, would not have a material adverse effect on our financial condition, results of operations or cash flows.
We are required by U.S. federal and state laws and regulations and by laws and regulations in the foreign jurisdictions in which we operate to reclaim our mining
properties. The specific requirements may change and vary among jurisdictions, but they are similar in that they aim to minimize long term effects of exploration and
mining and processing disturbance by requiring the control of possible deleterious effluents and re-establishment to some degree of pre-disturbance landforms and
vegetation. In some cases, we are required to provide financial assurances as security for reclamation costs, which may exceed our estimates for such costs.
Conversely, our reclamation costs may exceed the financial assurances in place and those assurances may ultimately be unavailable to us.
The EPA and other state, provincial or federal agencies may also require financial assurance for investigation and remediation actions that are required under
settlements of enforcement actions under CERCLA or equivalent state regulations. Currently there are no financial assurance requirements for active mining
operations under CERCLA, and a lawsuit filed by several environmental organizations which sought to require the EPA to adopt financial assurance rules for mining
companies with active mining operations was dismissed by a federal court. In the future, financial assurance rules under CERCLA, if adopted, could be financially
material and adverse to us.
We are required to obtain governmental permits and other approvals in order to conduct mining operations.
In the ordinary course of business, mining companies are required to seek governmental permits and other approvals for continuation or expansion of existing
operations or for the commencement of new operations. Obtaining the necessary governmental permits is a complex, time-consuming and costly process. The
duration and success of our efforts to obtain permits are contingent upon many variables not within our control. Obtaining environmental permits, including the
approval of reclamation plans, may increase costs and cause delays or halt the continuation of mining operations depending on the nature of the activity to be
permitted and the interpretation of applicable requirements established by the permitting authority. Interested parties, including governmental agencies and non-
governmental organizations or civic groups, may seek to prevent issuance of permits and intervene in the process or pursue extensive appeal rights. Past or ongoing
violations of laws or regulations involving obtaining or complying with permits could provide a basis to revoke existing permits, deny the issuance of additional
permits, or commence a regulatory enforcement action, each of which could have a material adverse impact on our operations or financial condition. In addition,
evolving reclamation or environmental concerns may threaten our ability to renew existing permits or obtain new permits in connection with future development,
expansions and operations. We cannot assure you that all necessary approvals and permits will be obtained and, if obtained, that the costs involved will not exceed
those that we previously estimated. It is possible that the costs and delays associated with the compliance with evolving standards and regulations could become
such that we would not proceed with a particular development or operation.
We are often required to post surety bonds or cash collateral to secure our reclamation obligations and we may be unable to obtain the required surety bonds or may
not have the resources to provide cash collateral, and the bonds or collateral may not fully cover the cost of reclamation and any such shortfall could have a material
adverse impact on our financial condition. Further, when we use the services of a surety company to provide the required bond for reclamation, the surety companies
often require us to post collateral with them, including letters of credit. In the event that we are unable to obtain necessary bonds or to post sufficient collateral, we
may experience a material adverse effect on our operations or financial results.
New federal and state laws, regulations and initiatives could impact our operations.
In recent years there have been several proposed or implemented ballot initiatives that sought to directly or indirectly curtail or eliminate mining in certain states
including Montana. While a water treatment initiative in Montana was defeated by voters in November 2018, in the future similar or other initiatives that could impact
our operations may be on the ballot in these states or other jurisdictions (including local or international) in which we currently or may in the future operate. To the
extent any such initiative was passed and became law, there could be a material adverse impact on our financial condition, results of operations or cash flows.
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We cannot guarantee title to all of our properties.
We cannot guarantee title to all our properties as the properties may be subject to prior mineral rights applications with priority, prior unregistered agreements or
transfers or indigenous peoples' land claims, and title may be affected by undetected defects. Certain of the mineral rights held by us are held under applications for
mineral rights or are subject to renewal applications and, until final approval of such applications is received, our rights to such mineral rights may not materialize and
the exact boundaries of the Company's properties may be subject to adjustment. For our operations in Mexico, we hold mining claims, mineral concession titles and
mining leases that are obtained and held in accordance with the laws of the country, which provide the Company the right to exploit and explore the properties. The
validity of the claims, concessions and leases could be uncertain and may be contested. Although we have conducted title reviews of our property holdings, title
review does not necessarily preclude third parties (including governments) from challenging our title. In accordance with mining industry practice, we do not
generally obtain title opinions until we decide to develop a property. Therefore, while we have attempted to acquire satisfactory title to our undeveloped properties,
some titles may be defective. We do not maintain title insurance on our properties.
Mining Claims may not be feasible or economical.
The Company owns mining claims, however, the mineral resources and reserves contained in these mining claims may not be feasible or economical for mining,
development, and production. If not feasible or economical, the Company would have no return on its investment and no owned ore supply from these mining claims,
which could have a material adverse effect on the results of its operations and its financial condition.
Artificial intelligence may have a material adverse effect on our business, results of operations, and financial condition.
The advances and increased adoption of artificial intelligence could have significant and far-reaching effects on our business and our industry, which could
adversely impact our mining and processing of minerals, the selling of our products, the demand for our products, the pricing of our products, the cost structure of
our Company, and our ability to adequately compete in our industry, among other things. As a result, the impact of artificial intelligence could have a material adverse
effect on the results of our operations and our financial condition.
There is uncertainty as to the termination and renewal of our mining concessions.
Under the laws of Mexico, mineral resources belong to the state, and therefore, concessions are required to explore or exploit mineral reserves. In Mexico, mineral
rights derive from concessions granted, on a discretionary basis, by the Ministry of Economy, pursuant to Mexican mining law and regulations thereunder.
Mining concessions in Mexico may be terminated if the obligations of the concessioner are not satisfied. In Mexico, we are obligated, among other things, to explore
or exploit the relevant concession, to pay any relevant fees, to comply with all environmental and safety standards, to provide information to the Ministry of
Economy and to allow inspections by the Ministry of Economy. Any termination or unfavorable modification of the terms of one or more of our concessions, or
failure to obtain renewals of such concessions subject to renewal or extensions, could have an adverse effect on our financial condition and prospects.
Mexican economic and political conditions, as well as drug-related violence, may have an adverse impact on our business.
The Mexican economy is highly sensitive to economic developments in the United States, mainly because of its high level of exports to this market. Other risks in
Mexico are increases in taxes on the mining sector, higher royalties, and increased government regulations, requirements, and restrictions on Value Added Tax
(“VAT” or “IVA”) refunds. As has occurred in other metal producing countries, the mining industry may be perceived as a source of additional fiscal revenue.
In addition, public safety organizations in Mexico are under significant stress, because of drug-related violence. This situation creates potential risks, particularly for
transportation of minerals and finished products, which may affect a small portion of our production. Drug-related violence has had a limited impact on our
operations, as it has tended to concentrate outside of our areas of production. The potential risks to our operations might increase if the violence spreads to our
areas of production. We cannot provide any assurance that political developments and economic conditions in Mexico, including any changes to economic policies,
changes to government regulations, requirements, and restrictions on VAT refunds, the adoption of other reforms proposed by existing or future administrations in
Mexico, or the advent of drug-related violence in the country, will not have a material adverse effect on the price of our securities, our ability to obtain financing, and
our results of operations or financial condition.
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Mexican inflation, restrictive exchange control policies and fluctuations in the peso exchange rate may adversely affect our financial condition and results of
operations.
Although all our Mexican operations’ sales of metals are priced and invoiced in U.S. dollars, a substantial portion of its costs are denominated in pesos. Accordingly,
when inflation in Mexico increases without a corresponding depreciation of the peso, the net income generated by our Mexican operations is adversely affected. The
peso has been subject in the past to significant volatility, which may not have been proportionate to the inflation rate and may not be proportionate to the inflation
rate in the future.
Currently, the Mexican government does not restrict the ability of Mexican companies or individuals to convert pesos into dollars or other currencies. While we do
not expect the Mexican government to impose any restrictions or exchange control policies in the future, it is an area we closely monitor. We cannot assure you the
Mexican government will maintain its current policies with regard to the peso or that the peso’s value will not fluctuate significantly in the future. The imposition of
exchange control policies could impair our ability to obtain imported goods and to meet its U.S. dollar-denominated obligations and could have an adverse effect on
our business and financial condition.
Item 1B. Unresolved Staff Comments.
As a smaller reporting company, we are not required to provide disclosure under this item.
Item 1C. Cybersecurity.
Risk Management and Strategy
Our cybersecurity strategy prioritizes detection, analysis and response to known, anticipated or unexpected threats, effective management of security risks, and
resiliency against incidents. Our cybersecurity risk management processes include accessing security controls, monitoring systems, tools and related services from
third-party providers, and management oversight to assess, identify and manage material risks from cybersecurity threats. We engage a third-party information
security officer who maintains, monitors, and ensures the security of our digital assets. We implement risk-based controls to protect our information, the information
of our customers, suppliers, and other third parties, our information systems, our business operations, and our products. We maintain security programs that include
physical and technical safeguards. We monitor cybersecurity vulnerabilities and potential attacks, and we evaluate the potential operational and financial effects of
any threat and of cybersecurity countermeasures made to defend against such threats. We continue to integrate our cyber practices into our enterprise risk
management practices, which is overseen by our Board of Directors. In addition, we assess the risks from cybersecurity threats, periodically engage third-party tools
to assist us in enhancing and monitoring our cybersecurity risks, primarily spam and suspicious email filters, and regularly back up company information.
We have experienced cybersecurity incidents, primarily related to phishing emails, and may in the future experience, whether directly or indirectly, cybersecurity
incidents. While prior incidents have not materially affected our business strategy, results of operations, or financial condition, there is no guarantee that a future
cyber incident would not materially affect our business strategy, results of operations, or financial condition. See risks related to cybersecurity and business
disruptions in “Risk Factors” in this Form 10-K.
Governance
Our Board of Directors is responsible for risk oversight. Our chief executive officer and chief financial officer, with input from and potentially attendance by our third-
party information security officer, provide presentations to the Board of Directors on cybersecurity risks or threats as necessary. In the event of a potentially material
cybersecurity event, the Chairman of the Board is notified and briefed, and a meeting of the full Board of Directors would be held, as appropriate.
Management and the Company’s third-party information security officer discuss information technology needs and activity and assess and manage material
cybersecurity risks and the Company’s practices for the prevention, detection, mitigation, and remediation of cybersecurity incidents, as necessary and appropriate.
Our third-party information security officer has 30 years of experience in the IT management field and has consulted with large and mid-size corporations on proper IT
processes and security. Our CEO and CFO have managed information technology departments during their careers. Our CFO was trained as an auditor and an
information technology auditor at the public accounting firm of Ernst & Young LLP and audited the internal controls, including IT controls, of public companies,
information technology departments, and third-party information technology service providers for 12 years.
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Item 2. Properties.
The following table provides a summary of the properties we were affiliated with at December 31, 2024:
Segment
Location
Owned
or Leased
Mine, Processing Facility,
or Warehouse
Active
or Inactive
Own
Mining Claims
Executed
Surface
Rights
Agreement
Antimony
Sanders County, Montana
Owned
Processing Facility
Active
n/a
n/a
Antimony
Madero in Coahuila, Mexico
Owned
Processing Facility
Active
n/a
n/a
Antimony
Puerto
Blanco
in
Guanajuato,
Mexico
Owned
Processing Facility
Active
n/a
n/a
Zeolite
Preston, Idaho
Leased
Mine and Processing Facility
Active
Yes
Yes
Zeolite
Lethbridge, Canada
Leased
Warehouse
Active
n/a
n/a
There are no material encumbrances on any of our properties at December 31, 2024.
DESCRIPTION OF PROPERTIES
Antimony and Precious Metals Facility in Sanders County, Montana
We own 14 acres of land in the Burns Mining District in Sanders County, Montana, where we operate a facility that includes our antimony smelter and precious
metals equipment. This facility was built in 1971, started operating in 1972, and is included in our antimony segment. We built the road system, but it was purchased
and is currently operated and maintained by the USFS. The antimony smelter includes furnaces of a proprietary design to produce antimony metal, antimony oxide,
antimony trisulfide, and various other antimony products. We have 6 operational Small Rotary Furnaces (SRF’s) and 2 operational electric furnaces and have permits
for up to 9 SRF’s and 4 electrical furnaces. The SRF’s are used to roast various antimony ore inputs and can produce either finished antimony oxide or finished
antimony metal in the form of ingots. The electrical furnaces are used to produce antimony trisulfide. The furnaces are maintained to modern standards. Annual
antimony production was approximately 1,296,000 pounds in 2024 and approximately 998,000 pounds in 2023. This plant is also equipped for the treatment and
production of precious metals. Annual gold production was approximately 35 ounces in 2024 and approximately 36 ounces in 2023. Annual silver production was
approximately 14,600 ounces in 2024 and approximately 21,400 ounces in 2023. We do not mine at this facility but rather process ore into finished products.
This facility is approximately 16 miles west of Thompson Falls on Montana Secondary Highway 471 with GPS coordinates latitude 47.548077 north and longitude
115.591828 west. Our property is approximately 850 feet north-northeast of Prospect Creek in Cox Gulch, which resides in the northern Bitterroot Mountain range.
This Highway 471 is asphalt, and the property is accessible by car or truck. There is a smaller airport, Sanders Airport, that is about 2 hours from our property and a
major airport in Spokane, WA, that is about two and one-half hours from our property. Our facility is serviced with electricity from Northwestern Energy, and water is
pumped from a well. Personnel are sourced from nearby cities like Belknap, Plains, and Missoula. Our facility is considered a large quantity generator (“LQG”) of
hazardous waste and must comply with the Montana Hazardous Waste Act, which is regulated by the Montana Department of Environmental Quality (“DEQ”).
Following are location maps related to this property:
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Properties in Mexico
The Company has two subsidiaries in Mexico, USAMSA and ADM. The USAMSA subsidiary includes the following two antimony and precious metals processing
facilities in Mexico, both of which are owned: (1) the Madero facility in Coahuila, Mexico and (2) the Puerto Blanco flotation mill, oxide circuit, and cyanide leach
circuit facility in Guanajuato, Mexico. We do not mine at these facilities but rather process ore into finished products. The Los Juarez mining claims and concessions
are in Cadereyta de Montes Queretaro, Mexico and are included in our ADM subsidiary. There are presently no active operations at Los Juarez.
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Madero Antimony Smelter and Precious Metals Processing Facility in Coahuila, Mexico
The Madero antimony smelter and precious metal processing facility at Estacion Madero, in the Municipio of Parras de la Fuente, Coahuila, Mexico, is included in our
antimony segment. Construction started on the property in 2009. The property is about 16 acres with seventeen small rotating furnaces (“SRF’s”) and four large
rotating furnaces (“LRF”) with an associated stack and scrubbers. The Madero antimony production is sold as antimony metal or antimony low-grade oxide. In 2019,
we completed the installation of a caustic leach circuit to process antimony concentrates from our Puerto Blanco cyanide leach facility containing any precious metals
from our Los Juarez property or other sources. Annual antimony finished goods production was 163,788 pounds of antimony metal in 2024 and 88,160 pounds of
antimony metal in 2023.
This property is about 7 kms north of the gas station known as Paila Coahuila and less than 1 km from a railroad and the ejido Estacion Madero, Coahuila. Paila is
about halfway between Torreon and Saltillo, both in the state of Coahila on state highway 40, and is accessible by truck. Electricity is supplied by CFE, the socialized
electricity provider in Mexico and provides adequate and fairly reliable power. Water is sourced from a well at the smelter. Personnel are sourced mainly from the
nearby community of about 100 people. Following is a location map related to this property:
Puerto Blanco Flotation Mill and Precious Metals Processing Facility in Guanajuato, Mexico
The Puerto Blanco facility in Guanajuato, Mexico is about 100 acres and is included in our antimony segment. Construction started on the property in 2010. The
facility contains a flotation mill and oxide circuit that are used in increasing the concentration of antimony in ore and a cyanide leach circuit this is use in the
processing of precious metals. The flotation mill can be used for the processing of ore from the Company’s mine in Los Juarez and other unrelated third-party
properties. An oxide circuit was added to the plant in 2013 and 2014 to mill oxide ores from Los Juarez and other properties. In 2019 a cyanide leach circuit for recovery
of precious metals was built and permits were obtained for this circuit. This cyanide leach circuity is not yet in operation and has not been used. Puerto Blanco had
no processing in 2024 with its closure for most of 2024, as described in the “Recent Developments” section in this Annual Report, and processed approximately
20,000 pounds of antimony ore in 2023, which contained an average of 25% antimony.
The Puerto Blanco property is approximately 15 kms (about 9.32 mi) north of the city of San Jose Iturbide along state highway 57 in the state of Guanjuato, Mexico
with GPS coordinates of 21.07827, -100.54144 and is located approximately 144 kms (about 89.48 mi) from our Los Juarez property. It is accessible by highway to all
vehicles. Following are location maps related to this property:
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Zeolite Mine and Processing Facility in Preston, Idaho
Bear River Zeolite Company (“BRZ”), which represents our Zeolite Segment, has a lease with Zeolite, LLC that entitles BRZ to surface mine and process zeolite on
property in Preston, Idaho, in exchange for an annual payment and a royalty payment, which is based on the amount of zeolite shipped from the leased property
(“BRZ Lease”). The BRZ Lease ends December 31, 2034. See Note 14 of the Notes to Consolidated Financial Statements in this Annual Report for further details on
the BRZ Lease. BRZ pays two other royalties based on the sale of zeolite products. BRZ has all necessary MSHA and operational permits and is regularly inspected
by MSHA for compliance with State and Federal requirements. See Note 11 of the Notes to Consolidated Financial Statements in this Annual Report for the status
of inspections by MSHA. Annual zeolite production was approximately 11,100 tons in 2024 and approximately 10,100 tons in 2023. In addition, BRZ can surface mine
and process zeolite on the 480 acres of property owned by the U.S. Bureau of Land Management and held by our 24, 20-acre Placer claims, that is adjacent to the
Company’s Preston, Idaho property, after obtaining required permits.
The deposit on the land owned by Zeolite, LLC is a thick, sedimentary deposit of zeolitized volcanic ash of Tertiary age known as the Salt Lake Formation. The
sedimentary interval where the clinoptilolite occurs is over 1,000 feet thick. 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.
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, 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 as 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. Rock trucks are being
used to haul 18 to 20 tons per load, and the cycle time is approximately 30 minutes.
BRZ is in the southeast corner of Idaho and is accessible by seven miles of paved road and about l/4 mile of gravel road from Preston, Idaho. Preston is a city in
Franklin County, Idaho and is near the major north-south Interstate Highway 15 to Salt Lake City, UT or Pocatello, ID. Water is sourced from the landowner during
the early spring and summer months. Late summer, water is generally scarcer but is obtained from the same source. Electricity is provided by the local electric
company and is fairly reliable. Personnel are sourced, mainly from Preston, but also from North Logan. Following are location maps related to this property:
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Item 3. Legal Proceedings.
United States Antimony Corporation is not a party to any material legal proceedings. No director, officer or affiliate of United States Antimony Corporation and no
owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to
United States Antimony Corporation or has a material interest adverse to United States Antimony Corporation in reference to pending litigation.
Item 4. Mine Safety Disclosures.
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.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market information
The principal market for our common stock is the NYSE American where it is traded under the symbol UAMY.
Holders of Record
The approximate number of shareholders of record of our common stock at December 31, 2024 is 23,500. The number of record holders is based upon the actual
number of holders registered on our books at such date and does not include holders of shares in street name or persons, partnerships, associations, corporations or
other entities identified in security position listings maintained by depository trust companies.
Dividend Policy
We have not declared or paid any cash dividends to our common stockholders during the last five years and do not anticipate paying cash dividends on our common
stock in the foreseeable future. Instead, we expect to retain earnings for the operation, improvement, and expansion of our business.
Sales of Unregistered Equity Securities
Not applicable.
Securities Authorized for Issuance Under Equity Compensation Plans
Information regarding our equity compensation plans as of December 31, 2024 is described in Item 12 “Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters” of this Annual Report.
Issuer Purchases of Equity Securities
There were no repurchases of the Company’s common stock during the quarter ended December 31, 2024.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited
consolidated financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual
Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially
from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-
Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report.
Overview
United States Antimony Corporation began operations in Montana in January 1970 with an initial strategy centered around antimony mining and processing in
Montana. Antimony mining ceased in the U.S. in the 1980’s, including our antimony mining in Montana, due to a significant increase of less expensive antimony ore
being imported into the United States. However, the Company continued to process ore sourced from foreign suppliers into antimony oxide, metal, and trisulfide and
into precious metals, primarily gold and silver, at its facility in Montana. In the early 2000’s, the Company expanded its footprint with antimony and precious metals
operations located in Mexico and zeolite operations located in Idaho. Our zeolite operations are vertically integrated from mining to selling zeolite, which is the
Company’s goal for its businesses. Consistent with this strategy of vertical integration, the Company acquired mining claims and leases located in Alaska and
Ontario, Canada in 2024 that could expand its operations as well as its product offerings. The Company intends to start with a geophysics study and a geological,
structural, and petrographic study to enable future development with plans for a comprehensive drilling program in Alaska and Ontario.
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We review our strategic initiatives to ensure an adequate return on our investment. We also review the performance of our reportable segments and the performance
of our Company with a focus on generating positive cash flow. A cornerstone of our strategy is the well-being of our employees as they are our most valuable asset.
Our mission is to service our employees, customers, and vendors well and grow our business profitably both organically as well as through strategic acquisitions to
increase shareholder value. Recently, our Company added some key personnel in the areas of customer service, sales, operations, finance, and plant management, a
few new board members, several new business partners, and new mining claims, all of which will help achieve our strategic goals and our mission of attentive service
and profitable growth.
Following is selected consolidated financial information:
Consolidated statement of operations information:
For the years ended
December 31,
2024
December 31,
2023
Revenues
$
14,937,962 $
8,693,155
Costs of revenues
11,471,044
12,037,939
Gross profit (loss)
3,466,918
(3,344,784)
Total operating expenses
5,857,730
3,724,217
Loss from operations
(2,390,812)
(7,069,001)
Total other income
660,408
720,714
Income tax expense
-
-
Net loss
$
(1,730,404) $
(6,348,287)
Consolidated balance sheet information:
December 31,
2024
December 31,
2023
Working capital
$
16,672,180 $
13,178,748
Total assets
$
34,642,602 $
28,094,995
Accumulated deficit
$
(41,149,023) $
(39,418,619)
Total stockholders’ equity
$
28,600,673 $
25,520,968
Revenues
Revenues increased by $6.2 million, or 72%, in fiscal year 2024 compared to fiscal year 2023 primarily due to:
·
Antimony revenue:
o
34% increase in pounds sold, and
o
40% increase in average sales price per pound.
·
Zeolite revenue:
o
9% increase in tons sold, and
o
9% increase in average sales price per ton.
There was higher demand for antimony products in 2024 compared to 2023 primarily due to a shortage of supply and a shortage of processors, which increased the
pounds of antimony we sold in 2024. This higher demand also increased our average sales price per pound in 2024, which is tied to the market price per pound of
antimony that averaged $5.50 in 2023 and $10.44 in 2024.
We sold more zeolite in 2024 compared to 2023 as we increased our production reliability and on-hand inventory balance and improved our on-time delivery of
product to our customers during 2024. Also, our average sales price per ton increased in 2024 compared to 2023 as our price increase became fully effective in early
2024.
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Gross Profit (Loss)
Gross profit was $3.5 million in fiscal year 2024 compared to a gross loss of ($3.3 million) in fiscal year 2023. This increase between the years was primarily due to the
following:
·
Higher average sales price of our antimony products in 2024 versus 2023 as described above in the “Revenues” section,
·
Improved antimony plant efficiencies with more antimony volume in 2024 compared to 2023, including efficiencies in the areas of labor, utilities, and
supplies,
·
Higher inventory write-downs to net realizable value related to our Mexico operations in 2023 compared to 2024, which was primarily due higher facility
processing costs as a result of the low percentage of antimony contained in the ore that was purchased, and
·
Higher reserve in 2023 compared to 2024 on the receivable related to the refund of import value-added tax (“IVA tax” or “VAT”) in Mexico.
Operating Expenses
Operating expense increased by $2.1 million in fiscal year 2024 compared to fiscal year 2023 primarily due to:
·
Increased compensation costs primarily related to the build-out of the Company’s management and operational team to cover our expanded business
operations and growth initiatives,
·
Increased project costs in 2024 related to mining claim purchases in Alaska and Ontario, Canada, preparing a mineral resource and reserve report for
BRZ, potential acquisitions, and efforts to obtain government funding and sales.
·
Increased non-cash stock compensation expense as the Company issued stock grants in 2024 from an equity incentive plan approved by its
shareholders at the end of 2023,
·
Increased board fees in 2024 associated with market pay comparability and adjustments, and
·
Higher costs in Mexico in 2023 versus 2024 related to contractual expenses and asset retirement obligation expenses.
Working Capital
Working capital increased by $3.5 million at December 31, 2024 compared to December 31, 2023 primarily due to increased cash and cash equivalents, partially offset
by increased trade payables and accrued liabilities. The increase in cash and cash equivalents was primarily related to proceeds received from the sale of our common
stock and the exercise of warrants. Trade payables increased mainly due to the increased cost of antimony ore linked to the increased antimony market price. The
increase in accrued liabilities was primarily related to compensation costs incurred but not paid at December 31, 2024 compared to December 31, 2023. The increase in
net accounts receivable is primarily due to the increase in our average sales price per pound as it is linked to the increased antimony market price.
Comparison of Financial Information for the years ended December 31, 2024 and 2023
Antimony
Financial and operational antimony metrics for the years ended December 31, 2024 and 2023 were as follows:
For the years ended
Antimony
December 31,
2024
December 31,
2023
$ Change
% Change
Revenue (a)
$
11,102,573 $
5,904,480 $
5,198,093
88%
Gross profit (loss) (a)
$
3,584,349 $
(3,072,839) $
6,657,188
217%
Pounds of antimony sold (a)
1,459,557
1,086,176
373,381
34%
Average sales price per pound
$
7.61 $
5.44 $
2.17
40%
Average cost per pound
$
5.15 $
8.27 $
(3.12)
(38)%
Average gross profit (loss) per pound
$
2.46 $
(2.83) $
5.29
187%
(a)
Revenue from sales of gold and silver totaled $525,087 and $326,496 and revenue from sales of antimony ore and concentrates totaled $368,627 and $nil
for the years ended December 31, 2024 and 2023, respectively, which are excluded from Revenue and Gross Profit (Loss) in the chart above but included
in the antimony segment. Pounds of Antimony Sold in the chart above excludes the pounds sold related to gold, silver, and ore and concentrates for
both years presented.
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Antimony revenue increased $5.2 million, or 88%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to higher
volume and price, which were both fueled by an increased demand for antimony.
Our average sales price of $7.61 per pound for fiscal year 2024 was lower than the antimony market price of $10.44 per pound for the same period primary due to two
factors. First, our sales price per pound related to the processing of customer-owned antimony ore into antimony metal excludes the ore cost and is therefore lower
than the antimony market price per pound. Second, our sales price per pound is set when a customer orders product, which can be one to two months prior to the
product shipping causing our sales price per pound to be lower than the market price during times of rising market prices.
Gross profit increased $6.7 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to cost efficiencies with
higher volume in the current year, a higher average sales price per pound in 2024, and higher inventory write-downs and IVA tax receivable reserves in 2023 related to
our Mexico operations.
Zeolite
Financial and operational metrics of our zeolite segment for the years ended December 31, 2024 and 2023 were as follows:
For the years ended
Zeolite
December 31,
2024
December 31,
2023
$ Change
% Change
Revenue
$
2,941,675 $
2,462,179 $
479,496
19%
Gross profit (loss)
$
(642,635) $
(495,981) $
(146,654)
(30)%
Tons of zeolite sold
11,095
10,145
950
9%
Average sales price per ton
$
265 $
243 $
22
9%
Average cost per ton
$
323 $
292 $
31
11%
Average gross profit (loss) per ton
$
(58) $
(49) $
(9)
(18)%
Zeolite revenue increased $0.5 million, or 19%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to:
·
The increased tons of zeolite sold, which was primarily due to our ability to deliver customer orders more reliably and more timely, and
·
The increased average sales price per ton, which was mainly related to a price increase that became fully effective in early 2024.
Gross profit decreased by $0.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to increased costs
related to repairing older machinery and equipment and backup equipment leases, especially during production downtime.
Non-GAAP Financial Measure
In addition to our results determined in accordance with U.S. GAAP, we believe Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”), a non-
GAAP financial measure, is a useful measure of our operating performance because it eliminates non-cash expenses that do not reflect our underlying business
performance. We use this measure to facilitate a comparison of our operating performance on a consistent basis from period to period and to analyze the factors and
trends affecting our business.
EBITDA is intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, U.S. GAAP. We believe that the use
of EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of
comparable companies, which may present similar non-GAAP financial measures to investors. EBITDA should not be considered in isolation or as a substitute for
performance measures calculated in accordance with U.S. GAAP.
Our EBITDA was a loss of ($635,788) for the year ended December 31, 2024, as compared to a loss of ($5,387,063) for the year ended December 31, 2023.
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EBITDA by segment was prepared using the policies described in Note 13 of the Notes to Consolidated Financial Statements in this Annual Report. EBIDTA by
segment for the years ended December 31, 2024 and 2023 was as follows:
Antimony
For the years ended
December 31,
2024
December 31,
2023
$ Change
% Change
Revenue
$
11,996,287 $
6,230,976 $
5,765,311
93%
Cost of sales
(7,518,224)
(8,977,319)
1,459,095
16%
Gross profit
4,478,063
(2,746,343)
7,224,406
263%
Total operating expenses
(3,500,936)
(3,111,946)
(388,990)
-12%
Income (loss) from operations
977,127
(5,858,289)
6,835,416
117%
Total other income (expense)
673,471
736,378
(62,907)
-9%
Income tax expense
-
-
-
-
Income (loss)
1,650,598
(5,121,911)
6,772,509
132%
Interest expense
-
(6,504)
6,504
100%
Income tax expense
-
-
-
-
Depreciation and amortization
705,047
684,644
20,403
3%
EBITDA
$
2,355,645 $
(4,443,771) $
6,799,416
153%
Zeolite
For the years ended
December 31,
2024
December 31,
2023
$ Change
% Change
Revenue
$
2,941,675 $
2,462,179 $
479,496
19%
Cost of sales
(3,584,310)
(2,958,160)
(626,150)
-21%
Gross profit (loss)
(642,635)
(495,981)
(146,654)
-30%
Total operating expenses
(1,973,542)
(600,092)
(1,373,450)
-229%
Income (loss) from operations
(2,616,177)
(1,096,073)
(1,520,104)
-139%
Total other income (expense)
(13,063)
(15,664)
2,601
17%
Income tax expense
-
-
-
-
Income (loss)
(2,629,240)
(1,111,737)
(1,517,503)
-136%
Interest expense
8,869
8,283
586
7%
Income tax expense
-
-
-
-
Depreciation and amortization
364,209
258,741
105,468
41%
EBITDA
$
(2,256,162) $
(844,713) $
(1,411,449)
-167%
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All Other
For the years ended
December 31,
2024
December 31,
2023
$ Change
% Change
Revenue
$
- $
- $
-
-
Cost of sales
(368,510)
(102,460)
(266,050)
-260%
Gross profit
(368,510)
(102,460)
(266,050)
-260%
Total operating expenses
(383,252)
(12,179)
(371,073)
-3047%
Income (loss) from operations
(751,762)
(114,639)
(637,123)
-556%
Total other income (expense)
-
-
-
-
Income (loss)
(751,762)
(114,639)
(637,123)
-556%
Interest expense
-
-
-
-
Depreciation and amortization
16,491
16,060
431
3%
EBITDA
$
(735,271) $
(98,579) $
(636,692)
-646%
Consolidated
For the years ended
December 31,
2024
December 31,
2023
$ Change
% Change
Revenue
$
14,937,962 $
8,693,155 $
6,244,807
72%
Cost of sales
(11,471,044)
(12,037,939)
566,895
5%
Gross profit
3,466,918
(3,344,784)
6,811,702
204%
Total operating expenses
(5,857,730)
(3,724,217)
(2,133,513)
-57%
Income (loss) from operations
(2,390,812)
(7,069,001)
4,678,189
66%
Total other income (expense)
660,408 $
720,714
(60,306)
-8%
Income tax expense
-
-
-
-
Income (loss)
(1,730,404)
(6,348,287)
4,617,883
73%
Interest expense
8,869
1,779
7,090
399%
Income tax expense
-
-
-
-
Depreciation and amortization
1,085,747
959,445
126,302
13%
EBITDA
$
(635,788) $
(5,387,063) $
4,751,275
88%
Liquidity and Capital Resources
Our mission is to service our employees, customers, and vendors well and grow our business profitably both organically and through strategic acquisitions and
partnerships to increase shareholder value. The Company is focused on generating positive cash flow to fund its mission.
One method of generating cash is through the sale of common stock, warrants, debt, and other investment vehicles, which the Company has been successful at
executing in the past. During 2024, the Company generated proceeds from the sale of its common stock, net of issuance costs, of $2.8 million, and $1.5 million through
the exercise of warrants. However, our ability to access capital or raise funds when needed is not assured and, if capital is not available when, and in the amounts and
terms needed, or if capital is not available at all, the Company could be required to significantly curtail its operations, modify existing strategic plans, and/or dispose
of certain operations or assets, which could materially harm our business, prospects, financial condition, and operating results.
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The Company could also receive funds from the U.S. Government for initiatives related to facility expansion and mining exploration and development. However, there
is no assurance that U.S. Government funding will be accessible to the Company.
In addition, the Company continues to review each segment’s operational and financial results for opportunities to improve cash flow and to make informed decisions
that benefit the Company overall.
Our cash and cash equivalents balance at December 31, 2024 was $18,172,120. We believe that our cash and cash equivalents should be sufficient to fund our
operations and meet our working capital, capital expenditure, and contractual obligations for the next 12 months.
Material Cash Requirements
We intend to continue to invest in our employees, customers, infrastructure, and operations with the goals of increasing production, decreasing costs, and growing
revenue profitably. Also, we intend to fund our cash requirements in 2025 with our cash and cash equivalents. We may use cash to acquire businesses. The nature of
these investments and transactions, however, makes it difficult to predict the amount and timing of such cash requirements.
Cash flow information for the years ended December 31, 2024 and 2023 was as follows:
Cash Flow Information
For the years ended
December 31,
2024
December 31,
2023
Net cash provided (used) by operating activities
$
2,220,303 $
(4,750,026)
Net cash provided (used) by investing activities
(42,073)
(1,341,713)
Net cash provided (used) by financing activities
4,138,033
(1,071,292)
Total net cash flow increase (decrease)
$
6,316,263 $
(7,163,031)
Cash flow provided by operating activities improved by $7.0 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023,
primarily due to better operational management resulting in a lower net loss, better inventory management, and increased trade payables. Trade payables increased at
December 31, 2024 as compared to December 31, 2023 mainly due to the increased cost of antimony ore linked to the antimony market price.
Cash flow used by investing activities decreased by $1.3 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily
due to less fixed asset purchases and the sale of our personal residence. See Note 6 and Note 13 of the Notes to Consolidated Financial Statements in this Annual
Report for further information.
Cash flow provided by financing activities improved by $5.2 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily
due to proceeds received in 2024 from the sale of the Company’s stock, net of issuance costs, of $2.8 million, and $1.5 million from the exercise of warrants and the
payment of a dividend in 2023 of $787,730 to the holders of 1,692,672 shares of Series D Preferred stock.
Off-Balance Sheet Arrangements
The Company has no significant off-balance sheet arrangements.
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Critical Accounting Estimates
We have the following critical accounting estimates:
·
The Company 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. There are many
assumptions underlying future cash flows that are subject to significant risks and uncertainties, which include the estimated value of the assets.
Estimates of undiscounted future cash flows and salvage values 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 over the estimated
remaining life of the asset and (iv) market values of assets. The Company reviews its business and operations for indications of impairment and, when
indications are present, performs an impairment test. The Company will involve a third-party expert if needed. However, it is possible that changes could
occur in the near term that could adversely affect the estimates of salvage values and future cash flows to be generated from operating assets resulting
in an impairment loss.
·
The asset retirement obligation in our Consolidated Balance Sheet is based on an estimate of future costs to reclaim properties and retire fixed assets as
required by permits, government regulations, and lease or other contractual requirements upon cessation of our operations. Determination of any
amounts included in the fair value of the asset retirement obligation can change periodically as the calculation of the fair value of the asset retirement
obligation is based upon numerous estimates and assumptions, including, among others, future retirement costs, future inflation rate, and the
Company’s credit-adjusted risk-free interest rate. Also, there are uncertainties associated with the nature, timing, and extent of costs associated with
asset retirement obligations, including, among others, the extent of environmental contamination, revisions to laws and regulations by regulatory
authorities, and changes in remediation technology. As a result, the ultimate cost as well as the timing of the retirement obligation could change in the
future. The Company continually reviews its asset retirement obligations for indications that its asset retirement obligation cost or timing has changed
and, when indications are present, recalculates its asset retirement obligation. Also, there are many technical components of an asset retirement
obligation. Therefore, the Company will involve a third-party expert if needed to recalculate its asset retirement obligations. However, actual costs to
reclaim and retire property and fixed assets when we cease operations may differ from our estimates.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
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Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements:
1.
Report of Independent Registered Public Accounting Firm; PCAOB ID - 444
42
2.
Consolidated Balance Sheets as of December 31, 2024 and 2023;
43
3.
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023
44
4.
Consolidated Statements of Changes in Stockholders’ Equity
45
5.
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023
46
6.
Notes to Consolidated Financial Statements
47
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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, 2024 and 2023, 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, 2024 and 2023, 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
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit
committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.
We have served as the Company's independent auditor since 1998.
Assure CPA, LLC
Spokane, WA
March 20, 2025
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2024 and 2023
December 31,
2024
December 31,
2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
18,172,120 $
11,899,574
Certificates of deposit
-
72,898
Accounts receivable, net
1,156,564
625,256
Inventories
1,245,724
1,386,109
Prepaid expenses and other current assets
104,161
92,369
Total current assets
20,678,569
14,076,206
Properties, plants and equipment, net
12,891,447
13,454,491
Operating lease right-of-use asset
565,289
-
Restricted cash for reclamation bonds
98,778
55,061
IVA receivable and other assets, net
408,519
509,237
Total assets
$
34,642,602 $
28,094,995
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
$
1,545,708 $
456,935
Accrued liabilities
1,427,146
133,841
Accrued liabilities - directors
141,287
124,810
Royalties payable
133,434
153,429
Current portion of operating lease liability
626,562
-
Long-term debt, current portion
132,252
28,443
Total current liabilities
4,006,389
897,458
Noncurrent liabilities:
Noncurrent operating lease liability
129,007
-
Long-term debt, net of current portion
195,425
-
Stock payable to directors
-
38,542
Asset retirement obligations
1,711,108
1,638,027
Total liabilities
6,041,929
2,574,027
COMMITMENTS AND CONTINGENCIES (Note 11)
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 $975,000 and $967,500, respectively)
7,500
7,500
Series C: 177,904 shares issued and outstanding (liquidation preference $97,847 both years)
1,779
1,779
Series D: 0 shares issued and outstanding
-
-
Common stock, $0.01 par value, 150,000,000 shares authorized; 112,951,317 and 107,647,317 shares issued and outstanding,
respectively
1,129,512
1,076,472
Additional paid-in capital
68,610,905
63,853,836
Accumulated deficit
(41,149,023)
(39,418,619)
Total stockholders' equity
28,600,673
25,520,968
Total liabilities and stockholders' equity
$
34,642,602 $
28,094,995
The accompanying notes are an integral part of these consolidated financial statements.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2024 and 2023
For the years ended
December 31,
2024
December 31,
2023
REVENUES
$
14,937,962 $
8,693,155
COST OF REVENUES
11,471,044
12,037,939
GROSS PROFIT (LOSS)
3,466,918
(3,344,784)
OPERATING EXPENSES:
General and administrative
2,052,852
1,642,269
Salaries and benefits
2,350,021
639,172
Professional fees
968,750
643,208
Loss on sale or disposal of property, plant and equipment, net
11,097
217,921
Other operating expenses
475,010
581,647
TOTAL OPERATING EXPENSES
5,857,730
3,724,217
LOSS FROM OPERATIONS
(2,390,812)
(7,069,001)
OTHER INCOME (EXPENSE):
Interest and investment income
668,543
618,762
Trademark and licensing income
27,987
32,007
Other miscellaneous income (expense)
(36,122)
69,945
TOTAL OTHER INCOME
660,408
720,714
LOSS BEFORE INCOME TAXES
(1,730,404)
(6,348,287)
Income tax expense
-
-
Net loss
(1,730,404)
(6,348,287)
Preferred dividends
(7,500)
(7,500)
Net loss available to common stockholders
$
(1,737,904) $
(6,355,787)
Net loss per share of common stock:
Basic
$
(0.02) $
(0.06)
Diluted
$
(0.02) $
(0.06)
Weighted average shares outstanding:
Basic
108,591,429
107,551,931
Diluted
108,591,429
107,551,931
The accompanying notes are an integral part of these consolidated financial statements.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the years ended December 31, 2024 and 2023
Total Preferred Stock
Common stock
Additional
Paid In
Stock
returned
to
Accumulated
Shares
Amount
Shares
Amount
Capital treasury
Deficit
Total
Balances, December 31, 2022
2,620,576 $
26,205 106,373,341 $ 1,063,732 $64,052,630 $ (202,980) $
(33,070,332) $31,869,255
Common stock buyback and retirement
-
-
(418,696)
(4,187)
(198,793)
202,980
-
-
Conversion of Preferred Series D to Common
Stock
(1,692,672)
(16,926)
1,692,672
16,927
(1)
-
-
-
Net loss
-
-
-
-
-
-
(6,348,287) (6,348,287)
Balances, December 31, 2023
927,904 $
9,279 107,647,317 $ 1,076,472 $63,853,836 $
- $
(39,418,619) $25,520,968
Share-based compensation
-
-
800,000
8,000
560,588
-
-
568,588
Issuance of common stock for cash, net of
issuance costs
-
-
2,300,000
23,000 2,736,681
-
- 2,759,681
Common stock issued upon exercise of
warrants
-
-
2,204,000
22,040 1,459,800
-
- 1,481,840
Net loss
-
-
-
-
-
-
(1,730,404) (1,730,404)
Balances, December 31, 2024
927,904 $
9,279 112,951,317 $ 1,129,512 $68,610,905 $
- $
(41,149,023) $28,600,673
The accompanying notes are an integral part of these consolidated financial statements.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2024 and 2023
For the years ended
December 31,
2024
December 31,
2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
(1,730,404) $
(6,348,287)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization
1,085,747
959,445
Accretion of asset retirement obligation
73,081
13,471
Changes in asset retirement obligation estimates
-
324,984
Noncash operating lease expense
222,188
-
Share-based compensation
568,588
-
Loss on sale or disposal of property, plant and equipment, net
11,097
217,921
Write-down of inventory to net realizable value
65,647
2,073,404
Change in allowance for doubtful accounts on accounts receivable
(261,047)
239,772
Change in IVA receivable and other assets, net
100,718
388,442
Other noncash items
(16,107)
(7,500)
Changes in operating assets and liabilities:
Accounts receivable
(270,261)
(80,571)
Inventories
74,738
(2,084,445)
Prepaid expenses and other current assets
(11,792)
45,230
Accounts payable
1,088,773
(171,868)
Accrued liabilities
1,293,305
(67,308)
Accrued liabilities – directors
16,477
51,847
Stock payable to directors
(38,542)
(22,917)
Change in operating lease liability
(31,908)
-
Royalties payable
(19,995)
(281,646)
Net cash provided (used) by operating activities
2,220,303
(4,750,026)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from redemption of certificates of deposit
72,898
186,959
Proceeds from sale of properties, plants and equipment
315,625
-
Purchases of properties, plant, and equipment
(430,596)
(1,528,672)
Net cash used by investing activities
(42,073)
(1,341,713)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on dividends payable
-
(787,730)
Principal payments on long-term debt
(103,488)
(283,562)
Proceeds from issuance of common stock, net of issuance costs
2,759,681
-
Proceeds from exercise of warrants
1,481,840
-
Net cash provided (used) by financing activities
4,138,033
(1,071,292)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
6,316,263
(7,163,031)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD
11,954,635
19,117,666
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
$
18,270,898 $
11,954,635
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid in cash
$
8,869 $
10,521
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Equipment purchased with note payable
$
402,722 $
-
Recognition of operating lease liability and right of use asset
$
787,477 $
-
Common stock buyback and retirement
$
- $
202,980
Conversion of Preferred Series D to Common Stock
$
- $
16,926
The accompanying notes are an integral part of these consolidated financial statements.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS
United States Antimony Corporation and its subsidiaries in the U.S., Mexico, and Canada (“USAC,” the “Company,” “Our,” “Us,” or “We”) sell antimony, zeolite,
and precious metals primarily in the U.S. and Canada. The Company processes third party ore primarily into antimony oxide, antimony metal, antimony trisulfide, and
precious metals at its facilities located in Montana and Mexico. Antimony oxide is used to form a flame-retardant system for plastics, rubber, fiberglass, textile goods,
paints, coatings, and paper, as a color fastener in paint, and as a phosphorescent agent in fluorescent light bulbs. Antimony metal is used in bearings, storage
batteries, and ordnance. Antimony trisulfide is used as a primer in ammunition. The Company also recovers precious metals, primarily gold and silver, at its Montana
facility from third party ore. At its facility located in Idaho, the Company mines and processes zeolite, a group of industrial minerals used in water filtration, sewage
treatment, nuclear waste and other environmental cleanup, odor control, gas separation, animal nutrition, soil amendment and fertilizer, and other miscellaneous
applications. The Company acquired mining claims and leases located in Alaska and Ontario, Canada and leased a metals concentration facility in Montana in 2024
that could expand its operations as well as its product offerings.
Recent Development
The Company has two subsidiaries in Mexico, US Antimony de Mexico, S.A. de C.V. (“USAMSA”) and Antimonio de Mexico, S.A. de C.V. (“ADM”). The USAMSA
subsidiary primarily includes the Company’s Madero antimony and precious metals facility in Parras de la Fuente Coahuila, Mexico and its Puerto Blanco antimony
and precious metals facility in San Luis de la Paz Guanajuato, Mexico. In March 2024, the Company shut down the operations of USAMSA and announced its intent
to sell its USAMSA subsidiary. The accounting requirements for reporting USAMSA as a discontinued operation were met in the first quarter of 2024. In December
2024, the Company announced plans to restart its Madero facility in Mexico and made the decision not to sell its USAMSA subsidiary because of substantially
increased demand and market price for antimony. Therefore, the Company reclassified its USAMSA subsidiary’s assets and liabilities in its Consolidated Balance
Sheets and related Notes to Consolidated Financial Statements from its presentation in the interim quarterly financial statements for the quarterly periods ended
March 31, 2024, June 30, 2024, and September 30, 2024 to held-and-used. Also, the Company reported its USAMSA subsidiary’s operations in continuing operations
in its Consolidated Statements of Operations, Consolidated Statements of Cash Flows, and related Notes to Consolidated Financial Statements for all periods
presented in this Annual Report.
NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The Company’s consolidated financial statements include the accounts of its wholly owned subsidiaries, Bear River Zeolite Company (“BRZ”), AGAU Mines, Inc.,
Stibnite Holding Company US Inc., Antimony Mining and Milling US LLC, Lanxess Laurel de Mexico, S.A. de C.V., Great Land Minerals, LLC, Denali Minerals, LLC,
Alaska Antimony LLC, and UAMY Cobalt Corporation, and its majority owned subsidiaries, USAMSA and ADM. All intercompany balances and transactions are
eliminated in consolidation. AGAU Mines, Inc., Stibnite Holding Company US Inc., Antimony Mining and Milling US LLC, and Lanxess Laurel de Mexico, S.A. de
C.V. are inactive.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial
statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and
assumptions are inherent in the preparation of the Company's consolidated financial statements; accordingly, it is possible that the actual results could differ from
these estimates and assumptions, which could have a material effect on the reported amounts of the Company's consolidated financial position and results of
operations.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reclassifications
Certain reclassifications have been made to conform the amounts presented in the December 31, 2023 financial statements to the current presentation. These
reclassifications have no effect on the results of operations, stockholders’ equity and cash flows as previously reported.
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 and cash equivalents. At
December 31, 2024, the $18,270,898 presented in the Consolidated Statements of Cash Flows consists of $18,172,120 of cash and cash equivalents and $98,778 of
restricted cash for reclamation bonds. At December 31, 2023, the $11,954,635 presented in the Consolidated Statements of Cash Flows consists of $11,899,574 of cash
and cash equivalents and $55,061 of restricted cash for reclamation bonds.
Restricted Cash
Restricted cash at December 31, 2024 and 2023 consists of cash held for reclamation performance bonds and is held in certificates of deposit with financial
institutions.
Accounts Receivable
Accounts receivables are stated at the amount the Company expects to collect from outstanding balances. The Company provides for probable uncollectible amounts
through an allowance for doubtful accounts. Changes to the allowance for doubtful accounts are based on the Company’s judgment, considering historical write-
offs, collections, and current credit conditions. Balances which remain outstanding after the Company has made 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 after being written off are
considered a bad debt recovery.
Inventories
Inventories at December 31, 2024 and 2023 consisted of finished antimony products (oxide and 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, whichever is lower. Finished antimony products
(oxide and metal) and finished zeolite products include costs related to direct materials, direct labor, facility overhead, depreciation, 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 excess and obsolete inventories as necessary to reflect inventories at net realizable value. Cost related to recording reserves for excess and
obsolete inventory is recognized in “cost of revenues” in the Consolidated Statements of Operations.
Foreign Currency Transactions
All amounts in the financial statements are presented in U.S. dollars, which is the functional currency of the Company and its subsidiaries. Foreign currency
transaction gains and losses are recognized as a foreign currency exchange gain or loss in “other miscellaneous income (expense)” in the Consolidated Statements of
Operations.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO 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 ranging from three to
forty years. The estimated useful life of plant and equipment ranges from three to twenty years and buildings ranges from twenty to forty years. Depreciation expense
is in included in “Cost of revenues” in the Consolidated Statements of Operations. Maintenance and repairs are charged to operations as incurred. Expenditures for
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 the results of 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 in the year of acquisition as
“Mineral rights and interests” in “Properties, plants, and equipment” in the Consolidated Balance Sheets. These capitalized costs are amortized in the statement of
operations over the estimated economic life of the mineral resource, if one is identified, based on the units-of-production method. If a mineral resource is not
identified, these capitalized costs are expensed.
The Company expenses costs as incurred during the mine exploration stage. The mine development stage begins once the Company has determined an ore body is
feasible. Expenditures incurred during the development stage are capitalized as deferred development costs and amortized using the units-of-production method,
based upon estimating the units of mineral resource, or the straight-line method, based upon the estimated lives of the properties. Costs to improve, alter, or
rehabilitate primary development assets which appreciably extend the life, increase capacity, or improve the efficiency of such assets are also capitalized. The
development stage ends when the production stage of mining begins.
Impairment of Long-lived Assets
The Company 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 and salvage values 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 assets. It is possible that changes could occur in the near
term that could adversely affect the estimate of salvage values and future cash flows to be generated from operating assets. If estimated undiscounted cash flows
and/or salvage values 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.
Prepaid Expenses
Prepaid expenses relate to goods or services that have been paid for but for which the good or service has not yet been received. These costs are recorded in
“Prepaid expenses and other current assets” in the Consolidated Balance Sheet and expensed in the Consolidated Statement of Operations as the asset's benefits are
realized. Prepaid expenses are recorded as a current asset in the Consolidated Balance Sheet if the benefits will be realized within twelve months from the date of the
Consolidated Balance Sheet or as a long-term asset if the benefits will be realized after twelve months from the date of the Consolidated Balance Sheet.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Assets Held for Sale and Discontinued Operations
The Company classifies assets and liabilities to be sold ("Disposal Group") as held for sale in the period when all of the applicable criteria are met, including: (i)
management commits to a plan to sell, (ii) the Disposal Group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the
Disposal Group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of
the Disposal Group is generally probable of being completed within one year. Management performs an assessment at least quarterly or when events or changes in
business circumstances indicate that a change in classification may be necessary. If a change in classification is warranted, the Company reclassifies the disposal
group’s assets and liabilities to held-and-used and reports the results of operations and cash flows in continuing operations.
Assets and liabilities held for sale are presented separately within the Consolidated Balance Sheets with any adjustments necessary to measure the Disposal Group at
the lower of its carrying value or fair value less costs to sell. Depreciation of property and equipment are not recorded while these assets are classified as held for
sale. For each period the Disposal Group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying
value.
The Company categorizes the assets and liabilities of a Disposal Group, or business component, as discontinued operations once management commits to a plan to
sell, the business segment is available for immediate sale, management has initiated a plan to sell at a price that is reasonable in relation to its fair value, management
anticipates the sale will occur within one year, and it is unlikely that significant changes will be made to the plan to sell. In addition, the business component must be
comprised of operations and cash flows that are clearly distinguished from the rest of the entity. The results of discontinued operations are aggregated and
presented separately in the Consolidated Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of Cash Flows.
Accrued Liabilities
The Company records accrued liabilities for expenses that have been incurred prior to the reporting date but not paid. The accrued liabilities balance at December 31,
2024 of $1.4 million consists of $1.2 million of accrued compensation and $0.2 million of miscellaneous accrued liabilities. The accrued liabilities balance at December
31, 2023 of $0.1 million consists primarily of $0.1 million of accrued compensation.
Leases
The Company determines if an arrangement contains a lease at inception. An arrangement contains a lease if it implicitly or explicitly identifies an asset to be used
and conveys the right to control the use of the identified asset in exchange for consideration. As a lessee, the Company includes operating leases in "Operating lease
right-of-use assets" and "Current and noncurrent operating lease liabilities" in its Consolidated Balance sheet. Right-of-use assets represent the Company's right to
use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease
right-of-use assets and liabilities are recognized upon commencement of the lease based on the present value of the lease payments over the lease term. Incremental
costs of a lease that would not have been incurred if the lease had not been obtained are capitalized as initial direct costs (“IDC”). The Company amortizes the
undiscounted fixed lease cost and the IDC on a straight-line basis over the lease term. If a lease does not provide an implicit interest rate, the Company uses its
incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Asset Retirement Obligations
The Company’s mining operations are subject to retirement requirements, which include mine retirement standards that have been established by various
governmental agencies and retirement requirements included in certain Company contracts, including contracts related to the leasing of certain of the Company’s
properties. There are costs that will be incurred to satisfy these retirement requirements upon cessation of our operations. The Company records the fair value of
these costs as an asset retirement obligation in its Consolidated Balance Sheet in the period in which the Company has both a legal obligation and an obligating
event for the retirement of long-lived assets if it is probable, meaning it can reasonably be expected or believed, that such costs will be incurred and if the costs are
reasonably estimable. A corresponding asset is also recorded and amortized over the life of the assets on a units-of-production or straight-line basis. After the initial
measurement of the asset retirement obligation, this liability will be adjusted to reflect changes in the estimated costs or timing of the future cash flows underlying the
obligation. Determination of any amounts included in the fair value of the asset retirement obligation can change periodically as the calculation of the fair value of the
asset retirement obligation is based upon numerous estimates and assumptions, including, among others, future retirement costs, future inflation rate, and the
Company’s credit-adjusted risk-free interest rate. The asset retirement obligation is classified as current or noncurrent based on the expected timing of expenditures.
There are uncertainties associated with the nature, timing, and extent of costs associated with asset retirement obligations, including, among others, the extent of
environmental contamination, revisions to laws and regulations by regulatory authorities, and changes in remediation technology. As a result, the ultimate cost as
well as the timing of the retirement obligation could change in the future. The Company continually reviews its asset retirement obligations for indications that its
asset retirement obligation cost or timing has changed and, when indications are present, recalculates its asset retirement obligation.
Revenue Recognition
Products consist primarily of the following:
☐
Antimony: includes antimony oxide, antimony metal, and antimony trisulfide
☐
Zeolite: includes coarse and fine zeolite crushed in various sizes
☐
Precious Metals: includes unrefined and refined gold and silver
For antimony, zeolite, and precious metals products, revenue is recognized when the following have been satisfied: 1) the completion of the contractual performance
obligations, in which rarely will there be more than one performance obligation, that being shipment of the specified quantity of the specified product per the
customer’s sales order or similar document, 2) the amount of consideration or price for the transaction can be reasonably estimated, 3) legal title to and risk and
rewards of ownership of the product are transferred to the customer, which typically occurs either upon shipment of the product from the Company’s warehouse
locations or upon receipt of the product by the customer as specified in individual sales orders and/or shipping documents, 4) it is assessed as very unlikely product
will be rejected by the customer, and 5) the Company has the right to payment for the product. Shipping costs related to sales of our products are recorded to cost of
sales as incurred. For zeolite products, royalty expenses due to a third party by the Company are also recorded to cost of sales upon sale in accordance with terms of
underlying royalty agreements.
The Company has determined that its customer contracts do not include a significant financing component. Prepayments from customers, which are not common,
received prior to satisfaction of revenue recognition criteria are recorded as deferred revenue. The Company does not have warranty obligations and sales returns
have been historically immaterial. 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.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, which is typically based on the trading price of the Company’s common shares on the date of the issuance.
Treasury Stock
When the Company’s stock is acquired, it is initially valued at cost and presented as treasury stock. Other than formal or constructive retirement or when ultimate
disposition has not yet been decided, the cost of the acquired stock is presented as treasury stock separately as a deduction from the total of common stock,
additional paid-in capital and accumulated deficit. Gains on sales of treasury stock not previously accounted for as constructively retired are credited to additional
paid-in capital, and losses are charged to additional paid-in capital to the extent that previous net gains from sales or retirements of the same class of stock are
included therein, with the remainder charged to accumulated deficit. When the Company's stock is purchased for constructive retirement, any excess purchase price
over par value is allocated between additional paid-in capital to the extent that previous net gains from sales or retirements are included therein, and the remainder to
accumulated deficit.
Share-Based Compensation
The Company’s share-based awards consist of restricted stock units (“RSUs”) and stock options granted to employees, consultants, and directors of the Company.
RSUs are stock awards entitling the award recipient to a specified number of shares of the Company’s common stock as the award vests. Each RSU granted includes
a service-based vesting condition. The Company calculates the fair value of RSUs on the grant date using the closing market price of the Company’s common stock
on the grant date. The Company recognizes the grant date fair value of RSUs as share-based compensation expense ratably over the requisite service period, other
than RSUs or portions of RSUs that vest on the grant date, in which case the grant date fair value of that RSU or portion of RSU is recognized as share-based
compensation expense on the grant date. The Company recognizes forfeitures as they occur.
Stock options grant award recipients the option to purchase a specified number of shares of the Company’s common stock at an exercise price per share specified in
the grant agreement as the stock options vest. Stock option grants include either a service-based vesting condition or performance-based vesting conditions with a
specified contractual term. The Company calculates the fair value of stock options on the grant date using the Black-Scholes option-pricing model, which requires the
Company to make estimates and assumptions, such as expected volatility, expected term, and risk-free interest rate. Service and performance conditions are not
considered in determining the award’s fair value on the grant date. The Company recognizes share-based compensation expense related to stock option awards from
the grant date through the vesting date. For service-based vesting stock option grants, the Company expenses the grant date fair value of the award ratably over the
requisite service period. For performance-based vesting stock option grants, the Company expenses the grant date fair value of the award ratably from the grant date
through the vesting date based on the probability and timing of achieving the performance conditions. The Company recognizes forfeitures as they occur.
The expense related to employee and consultant share-based awards is recorded in “Salaries and benefits” and the expense related to director share-based awards is
recorded in “General and administrative” in the Consolidated Statements of Operations.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
The Company’s income tax expense and deferred tax assets and liabilities reflect the Company’s best assessment of estimated future taxes to be paid or refunded.
Significant judgments and estimates are required in determining the consolidated income tax expense. Deferred income taxes arise from temporary differences between
the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all
available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent
financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating
income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment
about the forecasts of future taxable income and the assumptions are consistent with the plans and estimates that the Company is using to manage its underlying
businesses. The Company provides a valuation allowance for deferred tax assets that the Company does not consider more likely than not to be realized. Changes in
tax laws and rates could also affect recorded deferred tax assets and liabilities in the future and are reflected on a prospective nature in the period of the enactment.
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company evaluates its tax positions taken or
expected to be taken while preparing its tax returns to determine whether the tax positions will more likely than not be sustained by the applicable tax authority. Tax
positions not deemed to meet the more-likely-than-not threshold are not recorded as a tax benefit or expense in the current year. No reserve for uncertain tax positions
has been recorded.
Fair Value of Financial Instruments
The Company’s financial instruments include cash and cash equivalents, certificates of deposits, restricted cash, and long-term debt. The carrying value of these
instruments approximates fair value based on their contractual terms.
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 on 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. At December 31, 2024 and 2023, 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.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
New Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment
disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new
disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of
segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07
are effective for fiscal years beginning after December 15, 2023, and for interim periods beginning January 1, 2025, and are applied retrospectively. The Company
adopted this pronouncement for its fiscal year ended December 31, 2024 and applied it retrospectively. See Note 13 of the Notes to Consolidated Financial
Statements in this Annual Report for further details.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements
for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are
applied prospectively. Early adoption and retrospective application of the amendments are permitted. We are currently evaluating the impact of this update on our
consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on
the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after December 15, 2026, and interim
periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. We are
currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.
The Company does not believe that issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s
financial statements.
NOTE 3 – EARNINGS PER SHARE
Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, RSUs, warrants, and
convertible preferred stock.
At December 31, 2024 and 2023, each warrant, stock option, and RSU represents one share of our common stock and the potentially dilutive common stock
equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive were as follows:
December
31,
2024
December
31,
2023
Warrants
10,142,215
12,346,215
Stock options and RSU awards
6,420,000
-
Total possible share dilution
16,562,215
12,346,215
See Note 12 of the Notes to Consolidated Financial Statements in this Annual Report for further details on these warrants, stock options, and RSUs.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – REVENUE RECOGNITION
Products consist of the following:
·
Antimony: includes antimony oxide, antimony metal, and antimony trisulfide
·
Zeolite: includes coarse and fine zeolite crushed in various sizes
·
Precious metals: includes unrefined and refined gold and silver
Sales by product for the years ended December 31, 2024 and 2023 were as follows:
For the years ended
December
31,
2024
December
31,
2023
Antimony product revenue
$
11,471,200 $
5,904,480
Zeolite product revenue
2,941,675
2,462,179
Precious metals product revenue
525,087
326,496
TOTAL REVENUES
$
14,937,962 $
8,693,155
The Company also received royalties related to a trademark and licensing agreement in its antimony business segment, which is recorded in “Trademark and licensing
income” under the caption “Other Income (Expense)” in its Consolidated Statements Operations.
The following is sales information by geographic area based on the location of customers for the years ended December 31, 2024 and 2023:
For the years ended
December
31,
2024
December
31,
2023
Domestic revenues
$
12,572,625 $
6,854,740
Canada revenues
1,996,710
1,838,415
Mexico revenues
368,627
-
TOTAL REVENUES
$
14,937,962 $
8,693,155
Sales to customers representing more than 10% of our total revenues during the years ended December 31, 2024 and 2023 were as follows:
For the years ended
December
31,
2024
December
31,
2023
Customer A revenue
$
4,389,735 $
1,548,283
Customer B revenue
1,998,589
1,451,950
Customer C revenue
-
1,037,307
Total
$
6,388,324 $
4,037,540
Total customer revenue as a % of total Company revenues
43%
46%
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Customer receivables representing more than 10% of our net accounts receivable balance as of December 31, 2024 and 2023 were as follows:
For the years ended
December
31,
2024
December
31,
2023
Customer A receivable
$
682,551 $
194,007
Customer B receivable
-
202,382
Total
$
682,551 $
396,389
Total customer receivables as a % of Company net accounts receivable
59%
63%
The Company’s trade accounts receivable balance related to contracts with customers was $1,156,564 at December 31, 2024 and $625,256 at December 31, 2023, which
is net of an allowance for doubtful accounts related to trade accounts receivables of $10,165 and $271,212 at December 31, 2024 and December 31, 2023, respectively.
The Company’s products do not involve any warranty agreements and product returns are not typical.
NOTE 5 – INVENTORIES
Inventories by type at December 31, 2024 and 2023 were as follows:
December
31,
2024
December
31,
2023
Antimony oxide inventory
$
254,372 $
354,431
Antimony metal inventory
154,590
454,748
Antimony ore and concentrates inventory
335,588
71,884
Total antimony inventory
744,550
881,063
Zeolite inventory
501,174
505,046
TOTAL INVENTORIES
$
1,245,724 $
1,386,109
As of December 31, 2024 and 2023, inventories were valued at cost, except for the portion of inventory, which was valued at net realizable value because costs were
greater than the amount the Company expected to receive on the sale of the inventory. The adjustment to value inventory at net realizable value was $65,647 and $nil
for zeolite for the years ended December 31, 2024 and 2023, respectively, and $nil and $2,073,404 for antimony related to our Mexico facilities for the years ended
December 31, 2024 and 2023, respectively.
Antimony oxide and metal inventory consisted of finished products held by the Company’s facility located in Montana. Antimony ore and concentrates were held
primarily at its facilities located in Montana and Mexico. The Company’s zeolite inventory consisted primarily of saleable zeolite material at the Company’s facility
located in Idaho.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – PROPERTIES, PLANTS AND EQUIPMENT
The components of the Company’s properties, plants and equipment (“PP&E”) by segment at December 31, 2024 and December 31, 2023 were as follows:
December 31, 2024
Antimony
Zeolite
All Other
TOTAL
Plant and equipment
13,512,321
6,597,781
427,720 $
20,537,822
Buildings
1,106,303
1,705,893
11,970
2,824,166
Mineral rights and interests
-
16,753
125,000
141,753
Land
2,083,094
-
914,443
2,997,537
Construction in progress
-
101,938
-
101,938
PP&E, cost
$
16,701,718 $
8,422,365 $
1,479,133 $
26,603,216
Accumulated depreciation
(9,602,469)
(3,857,785)
(251,515)
(13,711,769)
PP&E, net
$
7,099,249 $
4,564,580 $
1,227,618 $
12,891,447
December 31, 2023
Antimony
Zeolite
All Other
TOTAL
Plant and equipment
$
13,480,118 $
6,007,694 $
394,545 $
19,882,357
Buildings
1,106,303
2,025,043 $
11,970
3,143,316
Mineral rights and interests
-
16,753
100,000
116,753
Land
2,083,094
-
914,443
2,997,537
Construction in progress
-
8,951
-
8,951
PP&E, cost
$
16,669,515 $
8,058,441 $
1,420,958 $
26,148,914
Accumulated depreciation
(8,935,269)
(3,524,130)
(235,024)
(12,694,423)
PP&E, net
$
7,734,246 $
4,534,311 $
1,185,934 $
13,454,491
The properties, plants and equipment by location was as follows:
2024
2023
Domestic PP&E, net
$
6,634,066 $
6,579,111
Mexico PP&E, net
6,232,381
6,875,380
Canada PP&E, net
25,000
-
Total PP&E, net
$
12,891,447 $
13,454,491
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BRZ Home
In May 2024, the Company made the decision to sell a non-core asset of its zeolite segment, which was a personal residence (“BRZ Home”) located near its
operations in Idaho. In September 2024, the Company sold its BRZ Home and recorded a gain on this sale as follows:
Proceeds from the sale
$
314,125
Net carrying value of the BRZ Home
297,873
Gain on sale of PP&E
$
16,252
Sudbury Agreement for Mining Claims and Leases
In August 2024, the Company executed an option agreement to acquire the ownership rights to ninety-seven mining claims and three mining leases located in the
Sudbury District of Ontario, Canada (“Sudbury Agreement”). Payments are to be made by the Company as follows to acquire these claims:
Payment Date
Payment
Amount
August 2024
$
10,000
November 2024
15,000
February 2025
35,000
August 2025
40,000
August 2026
50,000
August 2027
50,000
August 2028
75,000
Total
$
275,000
The payments to acquire these mining claims and leases are capitalized when paid in the “Mineral rights and interests” component of “Properties, plants and
equipment, net” in the Consolidated Balance Sheets, which totaled $25,000 as of December 31, 2024, and are included in the “All Other” category for segment
reporting.
The Sudbury Agreement requires a royalty payment by the Company based on potential future production from the claims (“Net Smelter Royalty”) with a minimum
royalty payment beginning on the fifth anniversary of the agreement. A certain percentage of the Net Smelter Royalty can be purchased back by the Company. Also,
the Sudbury Agreement includes a commitment by the Company to spend an aggregate of $250,000 on exploring and developing these claims over four years from
the agreement date, with various milestones over this four-year period. The Sudbury Agreement can be terminated without cause at any time by the Company with
thirty days’ notice.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – LEASES
In September 2024, the Company leased a metals concentration facility located in Philipsburg, Montana, which was accounted for as an operating lease (also called
“Philipsburg Lease”). The Philipsburg Lease has a term of 18 months with fixed cash payments in advance in the first six months of the lease of $10,000 per month, or
$60,000 in total, and fixed cash payments in advance in the last twelve months of the lease of $95,000 per month, or $1.14 million in total, which consists of a fixed
monthly fee of $45,000 and a minimum milling fee of $50,000 per month. An additional payment of $50 per ton is due each month in the last twelve months of the lease
for all milling in excess of 1,000 tons per month. The Company has not included any milling fee payments above the minimum in its calculation of the lease liability as
it is not deemed probable at this time. $10,000 was paid upon signing the lease, which is being accounted for as an initial direct cost ("IDC"). The Company is
amortizing the undiscounted fixed lease cost and the IDC on a straight-line basis over the term of the lease. The Company recorded the present value of the fixed
lease cost over the lease term as an operating lease liability and Right of Use ("ROU") asset. The Company used its incremental borrowing rate of 3.49% as of the
date of initial possession of the leased asset when determining the present value of future payments of this operating lease as the rate implicit in the lease was not
readily determinable. The lease includes provisions for the Company to use the existing mill building and all contents related to its use and to process owned and
non-owned ore containing antimony and other minerals. The lease does not include any transfer of ownership of the facility at the end of the lease, nor any option to
extend the lease or purchase the facility, nor any residual value guarantees. The Company can terminate the lease without cause with thirty days’ notice and must
provide the facility to the lessor at the end of the lease in the same condition as it was received.
The lease liability related to this operating lease, which represents the present value of the lease payments, was $787,477 at inception and $755,569 and $nil at
December 31, 2024 and December 31, 2023, respectively. The ROU asset, which includes the unamortized portions of the IDC and is adjusted for any accrued or
prepaid lease, was $565,289 and $nil at December 31, 2024 and December 31, 2023, respectively. During the years ended December 31, 2024 and 2023, the Company
recorded $235,280 and $nil, respectively, of lease expense related to this lease and IDC in "Cost of Revenues" in the Consolidated Statements of Operations. IDC paid
upon signing this lease was $10,000 and $nil and lease payments were $45,000 and $nil during the years ended December 31, 2024 and 2023, respectively, which were
included in operating cash flows.
The following table summarizes expense and cash payments for operating leases during the periods noted:
For the years ended
December
31,
2024
December 31,
2023
Operating lease expense
$
235,280 $
-
Cash paid for operating lease liability
$
45,000 $
-
Cash paid for initial direct cost
$
10,000 $
-
The following table contains the remaining lease term and discount rate as of the end of the period:
December
31,
2024
Remaining lease term - operating lease
14.5 months
Discount rate - operating lease
3.49%
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The table below is a maturity analysis of the future minimum lease payments as of December 31, 2024.
Twelve months ending December 31,
2025
$
1,012,500
2026
142,500
Total undiscounted future minimum lease payments
1,155,000
Less: discount on lease liability
(399,431)
Total discounted lease liability at December 31, 2024
755,569
Less: current portion of operating lease liability
(626,562)
Noncurrent operating lease liability
$
129,007
See Note 14 of the Notes to Consolidated Financial Statements in this Annual Report for further details on the Philipsburg Lease.
NOTE 8 – ASSET RETIREMENT OBLIGATION
Changes in the asset retirement obligations for the years ended December 31, 2024 and 2023 were as follows:
Year ended December 31,
2024
2023
Asset retirement obligation, beginning of period
$
1,638,027 $
224,511
Revisions to estimate of retirement obligations
-
1,075,061
Accretion expense
73,081
13,471
Changes in asset retirement obligation estimates
-
324,984
Asset retirement obligation, end of period
$
1,711,108 $
1,638,027
The Company recorded accretion expense of $73,081 and $13,471 during the years ended December 31, 2024 and 2023, respectively. During the year ended December
31, 2023, the Company recalculated its asset retirement obligations based on indications that the associated costs had changed. Based on these changes in the
estimate of cash flow costs and timing, the Company's asset retirement obligation liability increased by $1,075,061 and the Company’s asset retirement obligation
expense increased by $324,984 during the year ended December 31, 2023. The Company added layers to its asset retirement obligations and assets at its credit-
adjusted risk-free rate of 6.65% during the year ended December 31, 2023.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – DEBT
Long term debt at December 31, 2024 and December 31, 2023 was as follows:
December
31,
2024
December
31,
2023
Installment contract payable to Komatsu, bearing interest at 3.49%, payable in 36 monthly installments of
$11,799 maturing May 2027; collateralized by the Wheel Loader
$
327,677 $
-
Installment contract payable to Caterpillar Financial Services, bearing interest at 6.65%, payable in 24
monthly installments of $7,210 maturing April 28, 2024; collateralized by 2007 Caterpillar 740 articulated
truck
-
28,443
Total debt
327,677
28,443
Less current portion of debt
(132,252)
(28,443)
Long term portion of debt
$
195,425 $
-
At December 31, 2024, principal payments on debt were due as follows:
Twelve months ending December 31,
Principal
Payment
2025
$
132,252
2026
136,942
2027
58,483
$
327,677
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – INCOME AND OTHER TAXES
There was no income tax expense (benefit) for the years ended December 31, 2024 and 2023.
Domestic and foreign components of loss before income taxes for the years ended December 31, 2024 and 2023 were as follows:
2024
2023
Domestic
$
(1,009,939) $
(397,156)
Foreign
(720,465)
(5,951,131)
Loss before income taxes
$
(1,730,404) $
(6,348,287)
The income tax expense (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate to pre-tax income (loss) for the years
ended December 31, 2024 and 2023 due to the following:
2024
2023
U.S. federal statutory tax provision (benefit)
$
(363,000) $
(1,333,000)
State income tax provision (benefit) net
(30,000)
(88,000)
Foreign taxes
(63,000)
(536,000)
VAT refund reserve and other non-deductible items
257,000
1,008,000
Adjustment for prior year tax estimate to actual-domestic
155,000
(7,000)
Adjustment for prior year tax estimate to actual-foreign
63,000
136,000
Share-based compensation
21,000
-
Impact on change in foreign exchange rate
532,000
(275,000)
Change in valuation allowance - Domestic
57,000
170,000
Change in valuation allowance - Foreign
(629,000)
925,000
Total income tax expense
$
- $
-
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2024 and 2023, the Company had net deferred tax assets and liabilities as follows:
2024
2023
Deferred tax asset:
Domestic net operating loss carry forward
$
692,000 $
646,000
Foreign net operating loss carry forward
2,255,000
2,883,000
Share-based compensation
67,000
-
Other
93,000
69,000
Deferred tax asset
$
3,107,000 $
3,598,000
Valuation allowance (domestic)
(285,000)
(228,000)
Valuation allowance (foreign)
(2,255,000)
(2,883,000)
Total deferred tax asset
$
567,000 $
487,000
Deferred tax liability:
Property, plant, and equipment
(567,000)
(487,000)
Total deferred tax liability
(567,000)
(487,000)
Net deferred tax asset after valuation allowance
$
- $
-
At December 31, 2024 and 2023, 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, 2024 and 2023.
At December 31, 2024, the Company has federal net operating loss (“NOL”) carry forwards of approximately $1.96 million, $1.91 million of which will never expire but is
limited to offsetting up to 80% of taxable income in any future year, and $0.05 million of which will expire at the end of 2037 but is not limited regarding offsetting
taxable income in future years. The Company has Montana state NOL carry forwards of approximately $2.3 million which expire between 2026 and 2031, and Idaho
state NOL carry forwards of approximately $3.4 million, which expire between 2034 and 2044. The Company has approximately $7.5 million of Mexican NOL carry
forwards which expire between 2025 and 2033. All carryforwards in all jurisdictions are subject to certain limitations.
During the years ended December 31, 2024 and 2023, 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 2021 through 2024 and for the years 2019 through 2024 in Mexico. However, for tax attributes from prior years, the
statute remains open. The Company charges penalties on assessments to general and administrative expense and charges interest to interest expense.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Mexico 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 assessment was settled in 2018 with no assessment due from the
Company.
In 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 $865,000 USD as of December 31, 2019. Management reviewed the 2019 assessment notice from SAT and, similar to the
earlier assessment, believed the findings have no merit. An appeal was filed by the Company in November 2019 suspending SAT from taking immediate action
regarding the assessment. In August 2020, the Company filed a lawsuit against SAT for resolution of the process and, in December 2020, filed closing arguments. In
2022, the Mexican court ruled against the Company in the above matter, which was subsequently appealed by the Company.
As of December 31, 2023, the updated SAT assessment was approximately $22.4 million pesos, or approximately $1,320,000 USD, which includes $352,000 of unpaid
income taxes and $968,000 of interest and penalties. Management, along with its legal counsel, assessed the possible outcomes for this tax audit and believed, based
on discussions with its attorneys located in Mexico, that the most likely outcome would be that the Company would be successful in its appeal resulting in no tax
due. Management determined that no amount should be accrued at December 31, 2023 relating to this potential tax liability.
In March 2024, Mexico’s appellate court ruled in favor of the Company with no assessment due related to this audit of USAMSA’s 2013 income tax return by SAT
and instructed the lower court to issue a new ruling. In May 2024, Mexico’s lower court issued a final ruling on this matter in favor of the Company but left open the
possibility for the SAT to re-open their audit. Subsequent to this judgment, the Company requested a final ruling on whether SAT can re-open this matter, on which
the appellate court has not ruled. These rulings support the Company’s position on this tax matter and have had no impact on the Company’s financial statements.
Mexico Import Value Added Tax
USAMSA recorded a receivable of $907,408 and $1,122,628 at December 31, 2024 and December 31, 2023, respectively, for the Import Value Added Tax (“IVA tax” or
“VAT”) it pays on certain goods and services representing amounts to be reimbursed from the Mexican government. USAMSA also recorded a reserve on this IVA
tax receivable of $575,151 and $687,534 at December 31, 2024 and December 31, 2023, respectively. The net IVA tax receivable of $332,257 and $435,094 at December
31, 2024 and 2023, respectively, is recorded in “IVA receivable and other assets, net” in the Consolidated Balance Sheets.
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Historically, from time to time, the Company is assessed fines and penalties by the Mine Safety and Health Administration (“MSHA”). Using appropriate regulatory
channels, management may contest these proposed assessments. In 2024, Bear River Zeolite Company (“BRZ”), a wholly owned subsidiary of the Company, received
four significant and substantial citations from MSHA, all of which have been rectified. At December 31, 2024 and December 31, 2023, BRZ had $19,074 and $nil,
respectively, of accrued liabilities relating to MSHA citations.
BRZ pays royalties on the sale of zeolite products and had accrued royalties payable of $133,434 and $153,429 at December 31, 2024 and 2023, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 – STOCKHOLDERS’ EQUITY
Issuance of Common Stock
On January 25, 2023, the holders of 1,692,672 shares of Series D Preferred stock converted the preferred shares and the Company issued 1,692,672 shares of common
stock. The Company also paid the holders $787,730 for cumulative dividends payable as declared on November 28, 2022. 1,590,672 shares of the 1,692,672 shares of
Series D Preferred stock that were converted and $740,261 of the $787,730 of dividends paid related to the estate of John Lawrence, who was the prior President and
Chairman of the Company.
On January 26, 2023, in conjunction with its share repurchase plan, the Company returned to treasury and cancelled 418,696 of its common shares which were
repurchased prior to December 31, 2022 for $202,980.
During the year ended December 31, 2024, the Company issued 800,000 shares of its common stock in conjunction with the vesting of Restricted Stock Units. See the
“Share-Based Compensation” section below for further details.
Sale of Common Stock
In the fourth quarter of 2024, the Company sold 2.3 million shares of its common stock in an “at the market offering” at a weighted average price of $1.27 for gross
proceeds of $2,925,069. A total of $165,388 of direct issuance costs were incurred related to this sale.
The Company also issued 2,204,000 shares of its common stock in the fourth quarter of 2024 related to the exercise of warrants. See the “Common Stock Warrants”
section below for further details.
Share-Based Compensation
In December 2023, the shareholders of the Company approved our 2023 Equity Incentive Plan (“the Plan”), which provides for the grant of incentive stock options
and non-qualified stock options to purchase shares of our common stock and other types of awards. The general purpose of the Plan is to provide a means whereby
eligible employees, officers, directors and other service providers develop a sense of proprietorship and personal involvement in our development and financial
success, and to encourage them to devote their best efforts to our business, thereby advancing our interests and the interests of our shareholders. By means of the
Plan, we seek to retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for our success and the success of
our subsidiaries. The maximum number of shares of common stock available for issuance in connection with options and other awards granted under the Plan is
8,700,000.
The Company had no equity awards outstanding during fiscal year 2023. During the year ended December 31, 2024, stock option and RSU awards were granted in
accordance with the Plan. The Company recognized $568,588 and $nil during the years ended December 31, 2024 and 2023, respectively, of share-based compensation
expense arising from stock option and RSU grants as follows:
For The Years Ended December
31,
2024
2023
Share-based compensation expense:
Stock options
$
219,968 $
-
RSUs
$
348,620 $
-
Total share-based compensation expense
$
568,588 $
-
For the year ended December 31, 2024, the Company recognized in its Consolidated Statements of Operations $363,195 of share-based compensation expense in
“General and administrative” expenses, $198,891 of share-based compensation expense in “Salaries and benefits” expenses, and $6,502 of share-based compensation
expense in “Professional fees.”
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock options:
Stock options granted have either a 3-year or 10-year contractual term and are subject to either service or performance-based vesting conditions. The following table
shows the annual weighted-average assumptions used to value options granted during the year ended December 31, 2024:
For The Year
Ended
Grant-Date Weighted-Average Assumptions
December
31, 2024
Expected term (in years)
4.5
Risk-free interest rate
4.3%
Expected dividend yield
0.0%
Expected volatility
136.0%
Fair value per share of options granted
$
0.18
Expected term – The expected term represents the period of time that options are expected to be outstanding. As the Company does not have sufficient historical
exercise behavior, it uses the contractual term of the option for the expected term assumption.
Risk-free interest rate – The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of the grant with an equivalent term approximating the
expected term of the options.
Expected dividend yield—The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present
intention to pay cash dividends.
Expected volatility – The expected volatility is based on the historical volatility of our stock price over the expected term of the stock option.
Activity with respect to stock options is summarized as follows:
Weighted-
Average
Weighted-
Average
Remaining Aggregate
Exercise
Price
Contractual
Intrinsic
Shares
Per Share
Term (in
years)
Value
Options outstanding, December 31, 2023
-
-
-
-
Granted
4,330,000 $
0.23
-
-
Exercised
-
-
-
-
Forfeited
-
-
-
-
Expired
-
-
-
-
Options outstanding, December 31, 2024
4,330,000 $
0.23
3.7 $
6,652,700
Nonvested options, December 31, 2024
4,257,500 $
0.23
3.6 $
6,547,800
Vested and exercisable options, December 31, 2024
72,500 $
0.32
9.6 $
104,900
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2024, total unrecognized share-based compensation expense related to stock options was $575,938, which is expected to be recognized over a
weighted-average remaining period of 1.9 years.
Restricted stock units:
Activity with respect to RSUs is summarized as follows:
Weighted-
Average
Grant-Date
Fair Value
Shares
Per Share
Nonvested shares at December 31, 2023
-
n/a
Granted
2,890,000 $
0.24
Vested
(800,000) $
0.22
Forfeited
-
n/a
Nonvested shares at December 31, 2024
2,090,000 $
0.24
At December 31, 2024, total unrecognized share-based compensation expense related to RSUs was $331,131, which is expected to be recognized over a weighted-
average remaining period of 1.7 years. The weighted-average remaining contractual term of the nonvested RSU shares was 1.5 years at December 31, 2024.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Common Stock Warrants
During the fourth quarter of 2024, the Company issued 2,204,000 shares of common stock related to the exercise of warrants and received gross proceeds, at a
weighted average exercise price of $0.67, of $1,481,840. No other warrants were exercised during the years ended December 31, 2024 and 2023. Also, no warrants were
issued or expired during the years ended December 31, 2024 and 2023.
Following is a summary of the Company’s warrant activity:
Number of
Weighted
Average
warrants
Exercise
Price
Balance outstanding at December 31, 2023 and 2022
12,346,215 $
0.75
Exercised
(2,204,000)
0.67
Balance outstanding at December 31, 2024
10,142,215 $
0.77
Each warrant represents one share of the Company’s common stock. The composition of the Company’s warrants outstanding at December 31, 2024 was as follows:
Number of warrants
Exercise Price
Expiration Date
Remaining life (years)
2,085,715 $
0.46
1/27/2026
1.07
7,250,000 $
0.85
8/3/2026
1.59
806,500 $
0.85
2/1/2026
1.09
10,142,215
Preferred Stock
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.
Series B
In 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, 2024 and
2023, 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, 2024 and 2023, cumulative dividends in arrears on
the outstanding Series B shares were $225,000 and $217,500, respectively.
Series C
In 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, or $97,847 in total.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 – BUSINESS SEGMENTS
The Company has two reportable segments: antimony and zeolite. Our antimony segment consists of:
·
Our facility located in the Burns Mining District of Sanders County in Montana that processes ore primarily into antimony oxide, antimony metal,
antimony trisulfide, and precious metals, and
·
Our two facilities in our USAMSA subsidiary located in Mexico that process ore primarily into antimony metal and a lower grade of antimony oxide.
Our Montana facility processes ore containing antimony and precious metals, which consist of gold and silver. The gold and silver in this ore represent all precious
metals processing and sales of the Company. Even though these are different types of metals, our precious metals operations and financial results are included in our
antimony segment for several reasons. Our ore processing costs related to antimony, gold, and silver cannot be separated between antimony and precious metals.
Also, our chief operating decision maker reviews the operating results of our Montana facility that includes both antimony and precious metals processing and sales.
Therefore, our precious metals operations and financial results are included in our antimony segment.
Our zeolite segment consists of our facility located in Preston, Idaho that mines, processes, and sells zeolite.
The accounting policies of these segments are the same as those described in the basis of presentation and significant accounting policies in Note 2 of the Notes to
Consolidated Financial Statements in this Annual Report.
The chief operating decision maker evaluates the performance of the Company’s reportable segments based on segment profit or loss from operations, which is
inclusive of all respective expenses. The profitability target of each segment is at the profit or loss from operations level, which is how the chief operating decision
maker assesses performance. The chief operating decision maker also uses profit or loss from operations to allocate capital and personnel to the segments, which is
typically done to improve the efficiency and effectiveness of operations or for expansion of operations, and ultimately to increase profit from operations. Included in
profit or loss from operations is an allocation of centralized costs based on each segment’s total expense relative to the Company’s total expense. The Company’s
reportable segments are strategic business units that offer different products. They are managed separately because each business requires different expertise to
ensure quality products are produced in an efficient manner and because each business has a different customer base. Both businesses started as separate units with
management selected based on specific skill sets and knowledge related to the product and the industry. The Company’s chief operating decision maker is the chief
executive officer.
The Company has no active operations at, nor any revenue being generated from the following four components of its business: Los Juarez, Mexico, Ontario,
Canada, Alaska, and Philipsburg, Montana. Also, the chief operating decision maker does not regularly review the operating results of these components. Therefore,
these components have been included in the “All Other” category for segment reporting. Total expense related to these components was $751,762 and $114,639 for
the years ended December 31, 2024 and 2023, respectively. All expenses related to these components for the year end December 31, 2023 relate to Los Juarez, Mexico.
Prior year segment reporting was recast to conform to the current year segment reporting related to the following: precious metals, Los Jaurez, Mexico, and centralized
costs. First, precious metals is included in the antimony segment for the year ended December 31, 2024, whereas precious metals was a reportable segment for the
year ended December 31, 2023. Revenue related to the precious metals segment was $525,087 and $326,496 for the years ended December 31, 2024 and 2023,
respectively. Second, our Los Juarez, Mexico component or location is included in the “All Other” category for the year ended December 31, 2024, whereas Los
Juarez, Mexico was included in the antimony reportable segment for the year ended December 31, 2023. There was no revenue related to the Los Juarez, Mexico
component for the years ended December 31, 2024 and 2023, and the Los Juarez, Mexico loss from operations was $104,785 and $114,639 for the years ended
December 31, 2024 and 2023, respectively. Third, centralized costs were allocated to the segments for the year ended December 31, 2024, whereas centralized costs
were included in the antimony reportable segment for the year ended December 31, 2023. For the year ended December 31, 2023, centralized costs in the antimony
reportable segment decreased by $342,146 and centralized costs in the zeolite reportable segment and “All Other” category increased by $331,467 and $10,679,
respectively.
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Total assets by segment at December 31, 2024 and December 31, 2023 were as follows:
Total Assets
December
31,
2024
December
31,
2023
Antimony segment:
$
27,230,312 $
21,429,671
Zeolite segment
5,604,003
5,474,010
All other
1,808,287
1,191,314
Total assets
$
34,642,602 $
28,094,995
Total capital expenditures by segment for the years ended December 31, 2024 and 2023 were as follows:
For the years ended
Capital expenditures
December
31,
2024
December
31,
2023
Antimony segment
$
81,405 $
244,172
Zeolite segment
291,016
1,284,500
All other
58,175
-
Total capital expenditures
$
430,596 $
1,528,672
The zeolite segment’s capital expenditures for the years ended December 31, 2024 excludes $402,722 related to a wheel loader purchased with a note payable.
Selected segment operational information for the years ended December 31, 2024 and 2023 were as follows:
For the year ended December 31, 2024
Antimony
Zeolite
All Other
Total
Total revenues
$
11,996,287 $
2,941,675 $
- $
14,937,962
Depreciation and amortization
$
705,047 $
364,209 $
16,491 $
1,085,747
Income (loss) from operations
$
977,127 $
(2,616,177) $
(751,762) $
(2,390,812)
Other income
$
660,408
Income tax expense
-
Net loss
$
(1,730,404)
For the year ended December 31, 2023
Antimony
Zeolite
All Other
Total
Total revenues
$
6,230,976 $
2,462,179 $
- $
8,693,155
Depreciation and amortization
684,644
258,741
16,060
959,445
Income (loss) from operations
(5,858,289)
(1,096,073)
(114,639)
(7,069,001)
Other income
$
720,714
Income tax expense
-
Net loss
$
(6,348,287)
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 – SUBSEQUENT EVENTS
Fairbanks Agreement for Mining Claims
In January 2025, the Company executed an option agreement to acquire the ownership rights to one hundred and twenty mining claims located in the Fairbanks
District of Alaska (“Fairbanks Agreement”). Payments are to be made by the Company as follows to acquire these claims:
Payment Date
Payment
Amount
January 2025
$
100,000
July 2025
50,000
January 2026
50,000
July 2026
50,000
January 2027
50,000
July 2027
50,000
January 2028
50,000
July 2028
50,000
January 2029
100,000
July 2029
100,000
January 2030
100,000
July 2030
2,250,000
Total
$
3,000,000
These payments will be capitalized when paid in the “Mineral rights and interests” component of “Properties, plants and equipment, net” in the Consolidated Balance
Sheets.
The Fairbanks Agreement requires a royalty payment by the Company based on the production from the claims (“Net Smelter Royalty on Claims”) and another
royalty payment by the Company based on the production from certain areas surrounding these one hundred and twenty mining claims (“Net Smelter Royalty on
Surrounding Area”). A certain percentage of the Net Smelter Royalty on Claims can be purchased back by the Company with certain factors causing an escalation in
this buyback amount. Also, the Fairbanks Agreement includes a commitment by the Company to spend an aggregate of $2,250,000 on exploring and developing these
claims over five years from the agreement date, with various milestones over this five-year period. The Fairbanks Agreement can be terminated without cause at any
time by the Company with thirty days’ notice.
Supply Agreement
Our Montana facility purchases ore primarily from one supplier located in Canada. In February 2025, the Company renewed its annual contract with this supplier for
calendar year 2025, which had similar terms and conditions as the prior contract other than as follows: i) larger quantities of ore supply for fiscal year 2025 were
projected, ii) pricing terms were amended to include tiered pricing based on ore supply volume, and iii) immediate termination or suspension of the contract by either
party was included should the cost of any tariff, import duty, or other similar charge make this arrangement uneconomical.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BRZ Lease
BRZ has a lease with Zeolite, LLC that entitles BRZ to surface mine and process zeolite on property in Preston, Idaho, in exchange for an annual payment and a
royalty payment, which is based on the amount of zeolite shipped from the leased property (“BRZ Lease”). In February 2025, the Company extended the BRZ Lease
through December 31, 2034 with similar terms and conditions as the prior agreement.
Personal Residence Purchase
In February 2025, the Company purchased a personal residence located near its operations in Thompson Falls, Montana for $445,000, which will be used by
management personnel working in Montana. This asset and related expenses will be included in the “All Other” category in the Company’s segment reporting.
Philipsburg Lease
The Company leases a metals concentration facility in Philipsburg, Montana. In February 2025, the Company amended its Philipsburg Lease extending the term of the
lease to September 2, 2026 and changing the fixed monthly lease payments to $10,000 per month through the month of June 2025, $25,000 per month during the
months of July 2025 to October 2025, and $95,000 per month thereafter to the end of the lease term.
Sale of Common Stock
In February 2025, the Company sold 200,000 shares of its common stock in an “at the market offering” at a weighted average price of $2.042 for gross proceeds of
$408,400.
Common Stock Warrants
In February and March of 2025, the Company issued 400,000 shares of common stock related to the exercise of warrants and received gross proceeds, at a weighted
average exercise price of $0.85, of $340,000.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures
As of the end of the period covered by this Annual Report, an evaluation was carried out under the supervision of and with the participation of our management,
including the principal executive officer and the principal financial officer of the effectiveness of the design and operations of our disclosure controls and procedures
(as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the principal
executive officer and the principal financial officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information
required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in applicable rules and forms, and (ii) material information required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for accurate and
timely decisions regarding required disclosure.
Internal control over financial reporting
Management’s annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Management assessed our internal control over financial reporting as of December 31, 2024, the end of our fiscal year. Management based its assessment on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).
Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process
documentation, accounting policies, and our overall control environment.
Based on our assessment, management has concluded that our internal control over financial reporting was not effective, as of the end of the fiscal year, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with
generally accepted accounting principles, due to material weaknesses in the design, documentation, and monitoring of our internal control over financial reporting,
the absence of proper segregation of duties, and the potential for management override of internal controls.
The Company’s limited staff has made it difficult to have an effective design, documentation, and monitoring of its internal control over financial reporting and proper
segregation of duties. Due to the significance of potential misstatement that could result due to the deficient controls and the absence of sufficient mitigating
controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or
interim financial statements may not be prevented or detected.
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Management’s Remediation Initiatives
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple errors or mistakes. The design of any system of controls is based in part on certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections
of any evaluation of controls effectiveness to future periods are subject to risks.
The Company has implemented several initiatives to begin remediation of the weaknesses in its internal controls, some of which include: (i) hiring a chief financial
officer experienced with public company financial reporting and designing and implementing effective internal control environments, (ii) adding Board members to its
audit committee who have extensive background in publicly traded companies and governance, (iii) implementing software designed to enhance segregation of
duties, workflow authorization, and payment processing, (iv) implementing a cloud-based folder system with controls for sharing, organizing, training, protecting, and
storing its data, and (v) hiring an accounting manager to strengthen certain segregation of duties controls. Also, the Company is reviewing additional plans to
strengthen its internal controls, some of which include: (i) automating manual processes with various software packages to increase data accuracy, (ii) hiring
additional personnel to further strengthen controls in certain areas, (iii) designing controls to formalize and strengthen roles and responsibilities, (iv) designing
certain entity-level controls to strengthen the control environment, (v) implementing cloud-based financial reporting applications that allow for increased
collaboration, transparency, and review of financial reporting, and (vi) involving external experts as needed.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during our most recent
quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Executive Officers and Directors
The following sets forth certain information related to our executive officers and directors as of March 14, 2025:
Name
Age
Position
Gary C. Evans
67
Chairman and CEO (PEO)
Lloyd Joseph Bardswich
80
EVP, Chief Mining Engineer and Director
Richard R. Isaak
57
SVP, Chief Financial Officer (PFO)
John C. Gustavsen
76
President of Antimony Division
Jeffrey R. Fink
40
VP & General Manager of BRZ
Melissa M. Pagen
49
SVP, Corporate Development and Governmental Relations
Dr. Blaise Aguirre
60
Director
Joseph A. Carrabba
72
Director
Michael A. McManus
82
Director
Business Experience of Executive Officers and Directors
Gary C. Evans – Chairman & CEO – Gary C. Evans joined the Board of Directors in November 2022. Mr. Evans became Chairman of our Board in July 2023 and
served as Chairman and Co-CEO from March 2024 to November 2024. Mr. Evans currently serves as our Chairman and CEO since December 2024. He is a serial
entrepreneur. Throughout his career, he has taken three separate energy companies public on the NYSE. At present, he has served since 2016 as Chairman of the
Board and Chief Executive Officer, and is the largest shareholder of Evergreen Sustainable Enterprises, Inc. (“Evergreen”). Mr. Evans launched Evergreen as an
evolution from his hemp company, Generation Hemp, Inc, while developing diversified green energy plants designed to use hemp biomass as biofuel to generate
power to mine Bitcoin. Throughout his career, Mr. Evans has raised various forms of capital on Wall Street that have exceeded $7 billion. Mr. Evans has previously
served for 24 years as a Director of Novavax Inc. (Nasdaq: “NVAX”), a clinical-stage vaccine biotechnology company involved in the development of COVID-19
vaccines, which achieved a market capitalization in excess of $18 billion during the pandemic, where he also previously served as Chairman, CEO and Lead Director.
He has extensive experience in the public and private financial business sectors as well as entrepreneurial expertise in start-up enterprises to multi-billion-dollar
corporations. Additionally, Gary C. Evans has a history of successful dealings with investor relations and financial institutions. Mr. Evans was recognized by Ernst
and Young as the Southwest Area 2004 Entrepreneur of the Year for the Energy Sector and was subsequently inducted into the World Hall of Fame for Ernst &
Young Entrepreneurs. Mr. Evans was also recognized as the Energy Industry Leader of the year in 2013 and chosen by Finance Monthly in 2013 as one of the most
respected CEO’s. Mr. Evans was chosen as the Best CEO in the “Large Company” category by Texas Top Producers in 2013. He additionally won the Deal Maker of
the Year Award in 2013 by Finance Monthly. Mr. Evans serves on the Board of the Maguire Energy Institute at Southern Methodist University and now speaks on
the current affairs of the hemp industry at hemp industry conferences, on radio networks, and podcasts.
Lloyd Joseph Bardswich – EVP, Chief Mining Engineer & Director - Lloyd Joseph Bardswich joined the Board of Directors in February 2021. Mr. Bardswich
served as Co-CEO and director from March 2024 to November 2024. Mr. Bardswich currently serves as EVP, Chief Mining Engineer and director since December 2024.
He has extensive experience in mining, mining engineering, management, drilling, metallurgy and plant design. He is a registered Professional Mining Engineer, can
serve as a QP (Qualified Person) regarding reporting to NI43-101 standards and has worked as a Mine Safety Engineer, Mine Foreman, Mine Manager and Mining
Consultant. Since July 15, 2015, he has served as President of L.J. Bardswich Mine Consultant Inc., a Montana S corporation which provides consulting services to
the mining industry. He also served as a director of Northern Vertex Mining Corporation (TSXV-NEE) from 2010 to February 2021, when Northern Vertex Mining
Corporation (TSXV - NEE) acquired Eclipse Gold Mining Corporation (EGLD - TSXV). Also, he serves as President and as a Director of Frisco Gold Corporation, an
Arizona S corporation, since October 14, 2019 to the present.
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Richard R. Isaak – SVP, Chief Financial Officer – Richard R. Isaak has served as the Company’s SVP, Chief Financial Officer since July 2023. Rick started his career
at Ernst & Young as a CPA in the assurance and advisory business services area for 12 years with extensive experience with managing public company audits and
SEC reporting primarily for large, multinational companies as well as with information technology audits related to companies in various industries and data centers.
After Ernst & Young, Rick served in several senior leadership roles including CFO, Chief Accounting Officer, Controller, Treasurer, and Head of Investor Relations at
four different companies over 20 years. In these senior level roles, Rick was very involved with strategic planning and execution and led large, company-wide
transformational projects in many areas across companies including finance, operations, real estate, treasury, investor relations, and shared services.
John C. Gustavsen – President of Antimony Division - John C. Gustavsen has served as President of our Antimony Division since March 2024. He joined the
Company in November 2011 as one of its Vice Presidents and, from June 2020 to March 2024, served as our Chief Executive Officer. He also served on our Board of
Directors from August 2022 to August 2023. He graduated from Rutgers University in 1970 with a BS in chemistry and started work for Harshaw Chemical (purchased
by Amspec Chemical Corporation), a major producer of antimony trioxide, where he became president and treasurer in 1983 and was promoted to CEO in 1990.
Jeffrey Fink – VP & General Manager of Bear River Zeolite – Jeffrey Fink has served as VP & General Manager of Bear River Zeolite since January 2024. He
recently worked at Enviva Biomass as Regional Director of Operations, responsible for all aspects of manufacturing operations for three pellet manufacturing mills
with about 300 employees. Prior to Enviva, Jeff was Vice President of Operations at US Minerals where he led all manufacturing operations at five plants located
throughout the U.S. Accomplishments included reducing direct per ton production costs and closing unprofitable businesses. Jeff holds a degree in Mechanical
Engineering (Magna Cum Laude) and a master's in business administration, both from Virginia Tech University. He also holds several relevant industry licenses.
Melissa Pagen – SVP, Corporate Development and Governmental Relations – Melissa Pagen has served as SVP, Corporate Development and Governmental
Relations since May 2024 and also served the Company with consulting services from April 2023 through December 2023. Ms. Pagen built over twenty years of
professional and executive experience in managerial and officer positions in several industries and in both the private and public sectors with a demonstrated history
in consumer goods, business development, investor relations, and industrial technologies within both the energy sector and water treatment sector. From 2019 to
2024, Melissa worked as Senior Vice President of Corporate Development under the leadership of Gary C. Evans at Evergreen Sustainable Enterprises, Inc. where she
managed all marketing and investor relations, developed data center projects across the U.S. through relationships with utilities and private landowners, and branded,
trademarked, and launched two consumer goods product lines. Melissa holds a BA from the University of California, Los Angeles (summa cum laude) with an
emphasis in writing.
Dr. Blaise Aguirre – Director – Dr. Blaise Aguirre, who joined the Board of Directors in August 2019, is an Assistant Professor of Psychiatry at Harvard Medical
School and is the founding Medical Director of 3East at McLean Hospital in Belmont, Massachusetts. In 2011, Mr. Aguirre was elected to the Board of Directors at
Investors Capital Holdings, Ltd, and remained on the Board until it was sold to RCS Capital Corporation. In addition, Dr. Aguirre sits on the boards of various
privately held companies. He has developed and maintained relationships with institutional money managers, venture capitalists, angel investors and has developed
expertise as a small cap stock analyst as a broker with series 7 and 63 securities licenses. He received his Medical Doctor’s degree in 1989 from the University of
Witwatersrand, Johannesburg, South Africa, and performed his residency at Boston University School of Medicine from 1991 to 1994.
Joseph A. Carrabba – Director – Joseph A. Carrabba joined the Board of Directors in February 2024. He is the Retired Chairman, President and Chief Executive
Officer of Cliffs Natural Resources, Inc., formerly Cleveland-Cliffs, Inc., from May 2007 to November 2013. He also previously served as Cliffs President & CEO from
2006 to 2007 and as President and Chief Operating Officer from 2005 to 2006. Prior to these executive positions, Mr. Carrabba previously served as President and Chief
Operating Officer of Diavik Diamond Mines from 2003 to 2006. He serves or has previously served on the boards of several other NYSE listed companies including
Newmont Mining and Timken Steel, as well as several TSX listed companies, AECON and NioCorp.
Michael A. McManus – Director – Michael A. McManus joined the Board of Directors in August 2023. He is a recognized leader and builder of enterprises with
successes as a public company CEO, senior government experience, a lawyer, new product development leader, and has served as a board member of several
companies. He served as a board member of Novavax, a biotechnology company committed to help address serious infectious diseases globally through the
discovery, development, and delivery of innovative vaccines to patients around the world from 1998 to 2022. Mr. McManus has previously served as president, chief
executive officer, and director at Misonix, Inc., a medical, scientific, and industrial provider of ultrasonic and air pollution systems, from 1998 to 2016. Prior to that
tenure, he was president and chief executive officer at New York Bancorp Inc. from 1991 to 1998. From 1990 through November 1991, Mr. McManus was president
and chief executive officer at Jamcor Pharmaceuticals Inc. Previously, Mr. McManus served as an assistant to the President of the United States from 1982 to 1985
and held positions with Pfizer Inc. and Revlon Group. Mr. McManus received a BA in economics from the University of Notre Dame and a JD from the Georgetown
University Law Center. He served in the US Army Infantry from 1968 through 1970. He is also a recipient of the Ellis Island Medal of Honor.
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Legal Proceedings
We are not aware of any involvement by our directors or executive officers during the past ten years in legal proceedings that are material to an evaluation of the
ability or integrity of any director or executive officer.
Corporate Governance
Our Board directs the management of our business and affairs and conducts its business through meetings of the Board and standing committees. We have a
standing audit committee, compensation committee and nominating and corporate governance committee. The Board has determined that three of our five directors,
Blaise Aguirre, Joseph Carrabba, and Michael McManus, are “independent” within the meaning of applicable NYSE American and SEC standards for service on the
Board of an NYSE American listed company. During the year ended December 31, 2024, the Board of Directors held twelve meetings.
Audit Committee
We have a standing Audit Committee and audit committee charter, which complies with Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the requirements of the NYSE American. The Audit Committee consists of Michael McManus, Blaise Aguirre, and Joseph Carrabba, each of
whom is independent (in accordance with Rule 10A-3 of the Exchange Act and the requirements of Section 803A of the NYSE American Company Guide) and
financially sophisticated (pursuant to the requirements of Section 803B of the NYSE American Company Guide). Mr. McManus satisfies the requirement of an “audit
committee financial expert” as defined under Item 407(d)(5) of Regulation S-K.
Our Audit Committee meets with our management and our external auditors to review matters affecting financial reporting, the system of internal accounting and
financial controls and procedures, audit procedures, and audit plans. Our Audit Committee reviews our significant financial risks and is involved in the appointment
of senior financial executives.
Our Audit Committee monitors our audit and the preparation of financial statements, and all financial disclosures contained in our SEC filings. Our Audit Committee
appoints our external auditors, monitors their qualifications and independence, and determines the appropriate level of their remuneration. The external auditors
report directly to the Audit Committee. Our Audit Committee can terminate our external auditors’ engagement and approve in advance any services provided by them
that are not related to the audit.
During the fiscal year ended December 31, 2024, the Audit Committee met four times. A copy of the Audit Committee charter is available on our website at
www.usantimony.com.
Compensation Committee
Our Compensation Committee is composed of the following directors, each of whom is independent (under Section 803A of the NYSE American Company Guide):
Joseph Carrabba, Blaise Aguirre, and Michael McManus.
We have a Compensation Committee charter that complies with the requirements of the NYSE American. Our Compensation Committee is responsible for considering
and authorizing terms of employment and compensation of executive officers and providing advice on compensation structures in the various jurisdictions in which
we operate. Our Chief Executive Officer may not be present during the voting determination or deliberations of his or her compensation; however, our Compensation
Committee does consult with our Chief Executive Officer in determining and recommending the compensation of directors and other executive officers.
In addition, our Compensation Committee reviews both our overall salary objectives and significant modifications made to employee benefit plans, including those
applicable to executive officers, and proposes stock awards, if any. The Compensation Committee has determined that the Company’s compensation policies and
practices for its employees generally, not only with respect to executive officers, are not reasonably likely to encourage behavior that would create an abnormal
amount of risk to the Company.
The Compensation Committee does not and cannot delegate its authority to determine director and executive officer compensation.
During the fiscal year ended December 31, 2024, the Compensation Committee met three times. A copy of the Compensation Committee charter is available on our
website at www.usantimony.com.
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Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is composed of the following directors, each of whom is independent as determined under Section 803A of the
NYSE American Company Guide: Joseph Carrabba, Michael McManus, and Blaise Aguirre.
Our Nominating and Corporate Governance Committee is responsible for developing our approach to corporate governance issues. The Committee evaluates the
qualifications of potential candidates for director positions and recommends to the Board nominees for election at the next annual meeting or any special meetings of
shareholders, and any person to be considered to fill a Board vacancy resulting from death, disability, removal, resignation or an increase in Board size. The
Committee’s charter describes the criteria the Board will assess in connection with the consideration of a candidate, including the candidate’s integrity, reputation,
judgment, knowledge, independence, experience, accomplishments, commitment and skills, all in the context of an assessment of the perceived needs of the Board at
that time.
The Nominating and Corporate Governance Committee considers diversity in the selection of nominees for directors as part of its overall selection strategy. In
considering diversity of the Board as a criterion for selecting nominees, the Nominating and Corporate Governance Committee considers various factors and
perspectives, including differences of viewpoint, professional experience, education, personal and professional skills and other individual qualities and attributes that
contribute to Board heterogeneity, as well as race, gender and national origin. The Nominating and Corporate Governance Committee seeks persons with leadership
experience in many contexts. The Nominating and Corporate Governance Committee believes that this conceptualization of diversity is the most effective means to
implement Board diversity. The Nominating and Corporate Governance Committee will assess the effectiveness of this approach as part of its annual review of its
charter.
The Committee will consider recommendations for director nominees made by shareholders and others if these individuals meet the criteria set forth in the
Committee’s charter. For consideration by the Committee, the nominating shareholder or other person must provide the Corporate Secretary’s Office with information
about the nominee, including a detailed background of the suggested candidate that will demonstrate how the individual meets our director nomination criteria. If a
candidate proposed by a shareholder meets the criteria, the individual will be considered on the same basis as other candidates. No shareholder or shareholders
holding 5% or more of our outstanding stock, either individually or in aggregate, has recommended a nominee for election to the Board.
During the fiscal year ended December 31, 2024, the Nominating and Corporate Governance Committee met two times. A copy of the Nominating and Corporate
Governance Committee charter is available on our website at www.usantimony.com.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and the holders of 10% or more of our common stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers, directors and stockholders holding more than 10% of our common stock are required
by the regulation to furnish us with copies of all Section 16(a) forms they have filed.
Based solely on our review of copies of Forms 3, 4 and 5 filed with the SEC during or relating to 2024 and written representations provided to the Company, the
Company has determined that Jeffrey Fink and Joseph A. Carrabba filed their Forms 3 late in an earlier fiscal period.
Code of Ethics
The Company has adopted a Code of Ethics that applies to the Company’s directors, officers, and employees, including our principal executive officer, principal
financial officer, principal accounting officer, and controller, or persons performing similar functions. A copy of the code is available on our corporate website, at
https://www.usantimony.com. We intend to disclose any amendment to, or waiver from, a provision of the code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer, or controller on our corporate website. The information on any of our websites is deemed not to be
incorporated in this Annual Report or to be part of this Annual Report.
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Item 11. Executive Compensation.
This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation
Table” below. We comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules
promulgated under the Securities Act, which require compensation disclosure for the last two completed fiscal years for our principal executive officer during the year
ended December 31, 2024, the two most highly compensated executive officers other than our principal executive officer who were serving as executive officers as of
December 31, 2024 and whose total compensation for 2024 exceeded $100,000, and up to two additional individuals for whom disclosure would have been provided
but for the fact that the individual was not serving as an executive officer as of December 31, 2024. These officers are referred to as our named executive officers.
In 2024, our “named executive officers” and their positions were as follows:
·
Gary C. Evans, CEO and Chairman (PEO);
·
Lloyd Joseph Bardswich, EVP, Chief Mining Engineer and Director;
·
Richard R. Isaak, SVP, Chief Financial Officer (PFO); and,
·
John C. Gustavsen, President of Antimony Division.
Summary Compensation Table
The following table provides information related to compensation of our named executive officers:
Stock
Option
All Other
Name and Principal Position
Year
Salary ($) Bonus ($) Awards ($) Awards ($) Compensation
($)
Total ($)
Gary C. Evans, Chairman and CEO (1)
2024
$
- $
200,000 $
165,000 $
120,000 $
173,740 $
658,740
Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director
(2)
2024
$
12,692 $
100,000 $
110,000 $
80,000 $
89,167 $
391,859
Richard R. Isaak, SVP, Chief Financial Officer (3)
2024
$
174,635 $
150,000 $
44,000 $
64,000 $
9,856 $
442,491
2023
$
107,692 $
- $
- $
- $
1,958 $
109,650
John C. Gustavsen, President of Antimony Division (3)
2024
$
171,538 $
100,000 $
66,000 $
80,000 $
11,105 $
428,643
2023
$
140,994 $
- $
- $
- $
10,642 $
151,636
(1)
All other compensation represents fees paid for board service ($167,084) and health insurance costs paid by the Company ($6,656).
(2)
Salary earned as EVP, Chief Mining Engineer was for the month of December 2024. All other compensation represents fees paid for board service.
(3)
All other compensation represents health insurance costs paid by the Company.
Compensation for all executive officers, except for the CEO position, is recommended to the compensation committee of the Board by the CEO. The compensation
committee makes a recommendation for the compensation of the CEO. The compensation committee has identified a peer group of companies to aid in reviewing the
CEO’s compensation recommendations for executives, and for reviewing the compensation of the CEO. The full Board approves the compensation amounts
recommended by the compensation committee. The material compensation components of named executive officers include salary, bonus, and equity awards.
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The following table provides information related to outstanding equity awards of our named executive officers as of December 31, 2024:
Name and Principal Position
Number of
Securities
Underlying
Unexercised
Options (#)
unexercisable
Option Exercise
Price ($)
Option
Expiration
Date
Number of
Shares
or Units of
Stock that
have not Vested
(#)
Value of Shares
or
Units of Stock
that have not
Vested ($)
Gary C. Evans, Chairman and CEO
750,000 $
0.22
3/1/2027
500,000 $
885,000
Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director
500,000 $
0.22
3/1/2027
333,333 $
589,999
Richard R. Isaak, SVP, Chief Financial Officer
400,000 $
0.22
3/1/2027
133,333 $
235,999
John C. Gustavsen, President of Antimony Division
500,000 $
0.22
3/1/2027
200,000 $
354,000
Equity Award Timing
The Board and compensation committee are responsible for approving stock grants for executive officers. Stock awards are typically granted at the start of
employment with the Company and around the end of the calendar year. The purpose of these stock grants is to set performance expectations for the executive
officer over the next several years for the financial and operational success of the Company, thereby advancing the Company’s interests and the interests of the
Company’s shareholders. One of the Board and Compensation Committee’s considerations when approving stock grants is reviewing the timing of the grant in
relation to potential upcoming events, especially if the potential event involves material nonpublic information. The intention of the Board and compensation
committee is to avoid having disclosure of material nonpublic information affect the value of the stock grant. During the year ended December 31, 2024, stock options
were not awarded to a named executive officer in close proximity to a filing with the Securities and Exchange Commission that disclosed material nonpublic
information.
Insider Trading Policy
The Company has adopted an Insider Trading Policy that applies to all our directors, officers and employees. We believe our Insider Trading Policy is reasonably
designed to deter wrongdoing and promote honest and ethical conduct, to comply with applicable laws, and to provide accountability for adherence to the policy.
Our Insider Trading Policy is included in Exhibit 19 to this Annual Report and is also available on our web site at www.usantimony.com.
Compensation of Directors
The following table provides information related to compensation of our directors for the year ended December 31, 2024:
Name
Fees Earned or
paid in
Cash ($)
Stock
Awards ($)
Option
Awards ($)
Total ($)
Gary C. Evans, Chairman and CEO
$
167,084 $
165,000 $
120,000 $
452,084
Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director
$
89,167 $
110,000 $
80,000 $
279,167
Dr. Blaise Aguirre, Director
$
127,001 $
55,000 $
80,000 $
262,001
Joseph A. Carrabba, Director
$
108,997 $
27,500 $
40,000 $
176,497
Michael A. McManus, Director
$
133,000 $
55,000 $
80,000 $
268,000
The fees earned by our directors follow the results of a study prepared an independent firm using peer data, among other things, to determine market pay for our
directors and can be calculated as follows: $65,000 annual retainer for each Board member, $70,000 additional annual retainer for the chairman, $30,000 additional
annual retainer for the lead director, which the Board does not have at this time, $20,000, $13,500, and $13,500 additional annual retainers for the chairs of the audit,
compensation, and nominating and governance committees, respectively, $10,000, $7,500, and $5,000 additional annual retainer for each member of the audit,
compensation, and nominating and governance committees, respectively, $2,500 for each Board member for attending each Board meeting, $2,000 for the audit
committee chair for attending each audit committee meeting, $1,500 for each audit committee member for attending each audit committee meeting, and $1,500 for each
compensation and nominating and governance committee chair and member for attending each compensation and nominating and governance committee meeting.
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Restricted stock and stock options are granted to our directors as a means of developing a sense of proprietorship and personal involvement in our development and
financial success and encouraging them to devote their best efforts to our business, thereby advancing our interests and the interests of our shareholders. These
grants typically vest over three years to aid with board service longevity.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding beneficial ownership of our common stock as of March 14, 2025 by (i) each person who is known by us to
beneficially own more than 5% of our Series B and C preferred stock or common stock; (ii) each of our 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 of Stock
Name and Address of Beneficial Owner (1)
Amount and
Nature of
Beneficial
Ownership
Percent of
Class (1)
Percent of
Voting
Stock (1)
More than 5% owners:
Common Stock
Kenneth M Reed, 4 Betsy Lane, Dover, MA 02030
8,118,729
7.1%
7.1%
Common Stock
Lydia Dugan & Patrick Dugan, 3009 Post Oak Boulevard Suite
1212, Houston, Texas
8,114,027
7.1%
7.1%
Common Stock
Creative Planning, LLC, 5454 W. 110th Street Overland Park, KS
66211
7,435,101
6.5%
6.5%
Common Stock
Russell Lawrence, 1500 Johnson Road, Deary, ID 83823
6,743,147
5.9%
5.9%
Series B Preferred
Excel Mineral Company, P.O. Box 3800 Santa Barbara, CA 93130
750,000(2)
100.0%
N/A
Series C Preferred
Walter Maquire, Sr., PO Box 129, Keller, VA 23401
49,091(3)
27.6%
0.04%
Series C Preferred
Richard A. Woods, 59 Penn Circle West Penn Plaza Apts.
Pittsburgh, PA 15206
48,305(3)
27.2%
0.04%
Series C Preferred
Dr. Warren A. Evans, 69 Ponfret Landing Road Brooklyn, CT
06234
48,305(3)
27.2%
0.04%
Series C Preferred
Edward Robinson, 1007 Spruce Street, 1st floor Philadelphia, PA
19107
32,203(3)
18.1%
0.03%
Directors and Executive Officers:
Common Stock
Dr. Blaise Aguirre
466,633
0.4%
0.4%
Common Stock
Lloyd Joseph Bardswich
611,461
0.5%
0.5%
Common Stock
Joseph A. Carrabba
83,334
0.1%
0.1%
Common Stock
Gary C. Evans
1,778,818
1.6%
1.5%
Common Stock
Jeffrey Fink
33,333
0.0%
0.0%
Common Stock
John C. Gustavsen
236,200
0.2%
0.2%
Common Stock
Richard R. Isaak
138,334
0.1%
0.1%
Common Stock
Michael A. McManus
559,232
0.5%
0.5%
Common Stock
All Directors and Executive Officers as a Group
3,907,345
3.4%
3.4%
Common and Preferred Voting Stock All Directors and Executive Officers as a Group
3,907,345
3.4%
3.4%
81
Table of Contents
(1)
Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities, which includes the power to dispose of or to direct the disposition of the security or the right to acquire such powers within
60 days. In computing the number of shares of our common stock beneficially owned by a person or entity and the percentage ownership, we deem
outstanding shares of our stock subject to options, warrants or other rights held by that person or entity that are currently exercisable or exercisable within 60
days of March 14, 2025. We do not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or
entity. Unless otherwise indicated, and subject to applicable community property laws, we believe that the persons and entities named in the table have sole
voting and investment power with respect to all shares of stock beneficially owned by them. “Percent of Class” is based on 114,632,369 shares of common
stock, 750,000 shares of Series B Preferred Stock and 177,904 shares of Series C Preferred Stock outstanding on March 14, 2025. “Percent of Voting Stock” is
based on 114,810,273 shares, which is the total of all the common stock issued and all Series C Preferred Stock outstanding at March 14, 2025.
(2)
The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends. The Board of Directors
has not declared any dividends as due and payable for the Series B preferred stock.
(3)
The outstanding Series C preferred shares carry voting rights equal to the same number of shares of common stock.
Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes equity compensation plans that were approved by our shareholders and equity compensation plans that were not approved by our
shareholders as of December 31, 2024:
Plan category
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
Weighted-
average exercise
price of
outstanding
options,
warrants and
rights
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
(excluding
securities
reflected in
column
(a))
(a)
(b)
(c)
Equity compensation plans approved by shareholders
4,330,000 $
0.23
1,480,000
Equity compensation plans not approved by shareholders
-
-
-
4,330,000 $
0.23
1,480,000
Item 13. Certain Relationships and Related Transactions, and Director Independence
During 2024, there were no transactions in which we were a party and in which any director, executive officer or beneficial owner of five percent (5%) or more of any
class of our voting securities or relatives of our directors, executive officers or five percent (5%) beneficial owners had a direct or indirect material interest.
82
Table of Contents
Item 14. Principal Accountant Fees and Services
Principal Accounting Fees and Services
The aggregate fees billed by Assure CPA, LLC (“Assure CPA”) for professional services rendered to us for the years ended December 31, 2024 and 2023 were as
follows:
For the Fiscal Years Ended
December 31,
2024
2023
Audit Fees (1)
$
175,219 $
169,738
Audit-Related Fees (2)
7,825
-
Tax Fees (3)
19,075
14,430
All Other Fees (4)
10,400
4,400
Total
$
212,519 $
188,568
(1)
Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial
statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and
regulatory filings or engagements.
(2)
Audit-related fees relate to services for stock registrations.
(3)
Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.
(4)
All other fees consist of services on our legal entity structure and potential acquisitions.
Pre-Approval Policy
Our Board and audit committee review and approve audit and permissible non-audit services performed by Assure CPA, as well as the fees charged by Assure CPA
for such services. In its review of non-audit service fees and its appointment of Assure CPA as our independent accountants, the Board considered whether the
provision of such services is compatible with maintaining Assure CPA independence. All services provided by Assure CPA in 2024 were pre-approved by the Board
and the audit committee.
83
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
1. EXHIBITS
The exhibits listed in (b) below are filed as part of this Annual Report and incorporated herein by reference.
(b) Exhibits:
Exhibit
Number
Description
3.1
Third Restated Articles of Incorporation (incorporated by reference as Exhibit 3.1 to the Company’s current Report on Form 8-K filed with the SEC on
August 5, 2024).
3.2
First Restated Bylaws (incorporated by reference as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2024).
4.1
Description of Securities (incorporated by reference as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November
12, 2024).
4.2
Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on Form
8-K on February 2, 2021).
4.3
Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on Form
8-K on July 27, 2020).
14 *
Code of Ethics
19 *
Insider Trading Policy (included in Exhibit 14)
21.1 *
Subsidiaries of the Company
31.1 *
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302
of the Sarbanes Oxley Act of 2002.
31.2 *
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302
of the Sarbanes Oxley Act of 2002.
32.1 *
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes Oxley Act of 2002.
95 *
Mine Safety Disclosure
97
United States Antimony Clawback Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the SEC
on April 12, 2024).
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
_____________________
* Filed herewith.
Item 16. Form 10-K Summary
Not applicable.
84
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
UNITED STATES ANTIMONY CORPORATION
(Registrant)
By
/s/ Richard R. Isaak
Date: March 20, 2025
Richard R. Isaak
SVP, Chief Financial Officer
(principal financial officer and principal accounting
officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
By:
/s/ Gary C. Evans
Date:
March 20, 2025
Gary C. Evans,
Chairman and CEO (principal executive officer)
By:
/s/ Lloyd Joseph Bardswich
Date:
March 20, 2025
Lloyd Joseph Bardswich,
Executive Vice President, Chief Mining Engineer and Director
By:
/s/ Richard R. Isaak
Date:
March 20, 2025
Richard R. Isaak,
SVP, Chief Financial Officer
(principal financial officer and principal accounting officer)
By:
/s/ John C. Gustavsen
Date:
March 20, 2025
John C. Gustavsen,
President of Antimony Division
By:
/s/ Rachel Hubert
Date:
March 20, 2025
Rachel Hubert,
Controller
By:
/s/ Dr. Blaise Aguirre
Date:
March 20, 2025
Dr. Blaise Aguirre,
Director
By:
/s/ Joseph A. Carrabba
Date:
March 20, 2025
Joseph A. Carrabba,
Director
By:
/s/ Michael A. McManus
Date:
March 20, 2025
Michael A. McManus,
Director
85
EXHIBIT 14
Code of Ethics
Purpose
Our code of ethics aims to give our employees guidelines on our business ethics and stance on various controversial matters. We trust you to use your better
judgment, but we want to provide you with a concrete guide you can fall back on if you’re unsure about how you should act (e.g. in cases of conflict of interest). We
will also use this policy to outline the consequences of violating our code of ethics.
Scope
This policy applies to everyone we employ or have business relations with. This includes individual people such as directors, officers, employees, interns,
volunteers, and also business entities, such as vendors, enterprise customers or venture capital companies.
Policy Elements
What is meant by code of ethics?
First, let’s define professional ethics: they are a set of principles that guide the behavior of people in a business context. They are essential to maintaining the legality
of business and a healthy workplace.
So what is a code of ethics? Our code of ethics definition refers to the standards that apply to a specific setting – in this case, our own organization.
What is the purpose of a professional code of ethics?
Having our business ethics in writing doesn’t mean that we don’t trust our employees. We strive to hire ethical people who have their own personal standards, so we
expect that a written code won’t be necessary most of the time.
But, it can still be helpful. You may find yourself in a situation where you’re not sure how you should act. Life is full of grey areas where right and wrong aren’t so
apparent. Some professional ethics also correspond to laws that you absolutely must know to do your job properly, so we will mention them in our code of ethics.
Additionally, every organization makes bad hires every once in a while. We also can’t predict how people are going to behave. When an employee behaves, or
intents to behave, in a way that’s against our professional ethics, or applicable laws, we will have clear guidelines on what disciplinary actions we will consider.
If you have any questions, please talk with your supervisor. If you experience unethical behavior, please talk with your supervisor or you can email our third-party
fraud hotline using the Company ID USAC at www.fraudhl.com or call the fraud hotline at 1-855-FRAUDHL.
For these reasons, we advise you to read this document carefully and consult with your supervisor, if you have doubts or questions.
Components of our Code of Professional Ethics
We base our code of ethics on common principles of ethics:
Respect for others. Treat people as you want to be treated.
Integrity and honesty. Tell the truth and avoid any wrongdoing to the best of your ability.
Justice. Make sure you’re objective and fair and don’t disadvantage others.
Lawfulness. Know and follow the law – always.
Competence and accountability. Work hard and be responsible for your work.
Teamwork. Collaborate and ask for help.
1
Consequences of Policy Violation
Each case will be evaluated individually by the appropriate party or parties, which could include an unrelated third-party, and disciplinary actions can be taken in any
case up to and including dismissal.
Insider Trading and Confidentiality
United States Antimony Corporation and all its employees, officers, and directors here in the United States and its subsidiaries must act in a manner that does not
misuse, disclose or disseminate material financial or operational information of any kind that has not been publicly disclosed or that is not in the public domain
already. Failure to do so breaches the company code of ethics and conduct and violates Federal Law.
The penalties for Insider Trading are severe, including civil damages and possibly penal sentences involving prison. The damages extend to any person who,
however remote, has benefited from the disclosure of material insider information. This is sometimes referred to as daisy chain liability.
Material information is any information that a reasonable investor would consider important in a decision to buy, sell, or hold the securities. Any information whether
written, oral, or photos that could reasonably be expected to affect the price of the securities is likely to be considered material. The information may be positive or
negative. The courts may use hindsight in judging what is material.
Inside information means the information has not yet become publicly available. Release of the information to the media by news release or Form 8-K does not
immediately free insiders for trading and insiders should wait until the market has had an opportunity to absorb the information. Usually, it is sufficient, if the
information has been widely disseminated, to wait until the following day.
2
EXHIBIT 21.1
Subsidiaries of Registrant as of December 31, 2024
Name:
Jurisdiction
Bear River Zeolite Company
Idaho
Antimonio de Mexico, S.A. de C.V.
Mexico
US Antimony de Mexico, S.A. de C.V.
Mexico
Stibnite Holding Company US Inc.
Montana
Antimony Mining and Milling US LLC
Montana
AGAU Mines, Inc.
Montana
Lanxess Laurel de Mexico, S.A. de C.V.
Mexico
Great Land Minerals, LLC
Alaska
Denali Minerals, LLC
Alaska
Alaska Antimony LLC
Alaska
UAMY Cobalt Corporation
Ontario, Canada
EXHIBIT 31.1
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Gary C. Evans, certify that:
(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)
The registrant's other certifying officer and I are 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)
The registrant's other certifying officer and I have disclosed, based on our 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 20, 2025
/s/ Gary C. Evans
Gary C. Evans
Chairman of the Board and CEO
EXHIBIT 31.2
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard R. Isaak, certify that:
(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)
The registrant's other certifying officer and I are 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)
The registrant's other certifying officer and I have disclosed, based on our 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 20, 2025
/s/ Richard R. Isaak
Richard R. Isaak
SVP, Chief Financial Officer
EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(b) OR 15d-14(b) AND
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of United States Antimony Corporation (the “Company”) for the year ended December 31, 2024, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), Gary C. Evans, Chairman of the Board and CEO of the Company and Richard R. Isaak, SVP and Chief
Financial Officer of the Company, each certifies for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Gary C. Evans
Gary C. Evans
Chairman of the Board and CEO
Date: March 20, 2025
/s/ Richard R. Isaak
Richard R. Isaak
SVP, Chief Financial Officer
Date: March 20, 2025
EXHIBIT 95
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (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, issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the Mine
Safety and Health Administration (the “MSHA”), as well as related assessments and legal actions, and mining-related fatalities.
The following table provides information for the year ended December 31, 2024:
Mine
§104
Significant
and
Substantial
Citations
(1)
§104(b) Orders
(2)
§104(d)
Citations
and Order
(3)
§110(b)(2)
Violations
(4)
§107(a)
Orders
(5)
Proposed
Assessments
from MSHA
(In dollars $)
Mining
Related
Fatalities
§104(e) Notice
(yes/no)
(6)
Pending Legal
Action before
Federal Mine
Safety and
Health
Review
Commission
(yes/no)
Bear River
Zeolite
4
0
0
0
0
$25,721
0
No
No
(1)
The total number of violations received from MSHA under §104 of the Mine Act, which includes citations for health or safety standards that could
significantly and substantially contribute to a serious injury if left unabated.
(2)
The total number of orders issued by MSHA under §104(b) of the Mine Act, which represents a failure to abate a citation under §104(a) within the period of
time prescribed by MSHA.
(3)
The total number of citations and orders issued by MSHA under §104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety
standards.
(4)
The total number of flagrant violations issued by MSHA under §110(b)(2) of the Mine Act.
(5)
The total number of orders issued by MSHA under §107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed.
(6)
A written notice from the MSHA regarding a pattern of violations, or a potential to have such pattern under §104(e) of the Mine Act.