UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period __________ 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.)

P.O. Box 643, Thompson Falls, Montana	59873
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (406) 827-3523

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☐

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller reporting company	☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☑

The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the average bid price of such stock, was $11,420,775 as of June 30, 2016.

At March 31, 2017, the registrant had 67,488,153outstanding shares of par value $0.01 common stock.

UNITED STATES ANTIMONY CORPORATION

2016 ANNUAL REPORT

TABLE OF CONTENTS

PART I

ITEM 1.	DESCRIPTION OF BUSINESS	4
	General	4
	History	4
	Overview-2016	4
	Antimony Division	5
	Zeolite Division	7
	Environmental Matters	8
	Employees	9
	Other	9
ITEM 1A.	RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	10
ITEM 2.	DESCRIPTION OF PROPERTIES	10
	Antimony Division	10
	Zeolite Division	16
ITEM 3.	LEGAL PROCEEDINGS	19
ITEM 4.	MINE SAFETY DISCLOSURES	20
PART II
ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	20
ITEM 6.	SELECTED FINANCIAL DATA	20
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS	20

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
ITEM 7B.	CRITICAL ACCOUNTING ESTIMATES
ITEM 8.	FINANCIAL STATEMENTS	27
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	27
ITEM 9A.	CONTROLS AND PROCEDURES	27
ITEM 9B.	OTHER INFORMATION
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT	29
ITEM 11.	EXECUTIVE COMPENSATION	31
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	32
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	34
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICE	35
PART IV
ITEM 15.	EXHIBITS AND REPORTS ON FORM 8-K	36
SIGNATURES		40
CERTIFICATIONS
FINANCIAL STATEMENTS		F1 - F22

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PART I

General

Item 1. Description of Business

General

Explanatory Note: As used in this report, the terms "we," "us" and "our" are used to refer to United States Antimony Corporation and, as the context requires, its management.

Some of the information in this Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:

● 

discuss our future expectations;

● 

contain projections of our future results of operations or of our financial condition; and

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state other "forward-looking" information.

History

United States Antimony Corporation, or USAC, was incorporated in Montana in January 1970 to mine and produce antimony products. In December 1983, we suspended antimony mining operations but continued to produce antimony products from domestic and foreign sources. In April 1998, we formed United States Antimony SA de CV or USAMSA, to mine and smelt antimony in Mexico. Bear River Zeolite Company or BRZ, was incorporated in 2000, and it is mining and producing zeolite in southeastern Idaho. On August 19, 2005, USAC formed Antimonio de Mexico, S. A. de C. V. to explore and develop antimony and silver deposits in Mexico. Our principal business is the production and sale of antimony, silver, gold, and zeolite products. On May 16, 2012, we started trading on the NYSE MKT under the symbol UAMY.

Overview

Antimony Sales

The year 2016 marked a turnaround for USAC in spite of the lowest antimony prices in seven years. Although the volume of antimony sold (metal contained) increased 18% to a record of 2,936,880 pounds in 2016 from 2,487,321 pounds in 2015, a decrease in the average sales price of antimony (metal contained basis) of approximately $0.99 per pound saw our gross sales of antimony decrease by $1,119,763 (11%). The antimony division had a negative EBIDTA of $459,100 for 2016. Without a positive adjustment of $914,770, the EBIDTA for 2015 would have been a negative $1,553,359. Our loss from antimony increased from a loss of $1,349,934 in 2015 to a loss of $1,543,107 in 2016. Without the adjustment of $914,770 in 2015, the 2015 loss would have been $2,264,704. During 2016, the increase in sales of our antimony products (approximately 450,000 pounds) from 2015 was due to an increase in volume of raw material received from our Canadian supplier and from concentrates received from Hillgrove Mines of Australia. For our Mexican operations, we processed approximately 1,220,000 pounds of antimony from Hillgrove, and approximately 366,000 pounds from our Mexican properties. This resulted in approximately 1,514,000 pounds of finished antimony product sold. The raw material received from our Mexican properties increased from approximately 198,000 pounds in 2015 to 366,000 pounds in 2016 because we processed inventoried material from our Mexican properties.

Zeolite Sales

Our sales volume of zeolite in 2016 was 2,758 tons less than we sold in 2015, a decrease of 17%. Our average sales price increased by approximately $15 per ton, from $173.17 in 2015 per ton to $188.17 per ton in 2016 (9%). The increase in price was primarily because sales for 2015 contained higher volume, lower priced products. During 2016, total sales of zeolite decreased approximately $280,000 from 2015, and the profit decreased from $511,403 in 2015 to $233,907 in 2016, approximately $277,000.

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Precious Metals Sales

Precious Metals Sales Silver/Gold
Montana	2012	2013	2014	2015	2016
Ounces Gold Shipped (Au)	102.32	59.74	64.77	89.12	108.10
Ounces Silver Shipped (Ag)	20,237.70	22,042.46	29,480.22	30,420.75	38,123.46
Revenues	$647,554	$347,016	$461,083	$491,426	$556,650
Mexico
Ounces Gold Shipped (Au)		1.780
Ounces Silver Shipped (Ag)		1,053.240
Revenues		$22,690
Australian - Hillgrove
Ounces Gold Shipped (Au)					496.65
Revenues - Gross					$597,309
Revenues to Hillgrove					(481,088)
Revenues to USAC					$116,221
Total Revenues	$647,554	$369,706	$461,083	$491,426	$672,871

Antimony Division

Our antimony smelter and precious metals plant is located in the Burns Mining District of Sanders County, Montana, approximately 15 miles west of Thompson Falls, MT. We hold 2 patented mill sites where the plant is located. We have no "proven reserves" or "probable reserves" of antimony, as these terms are defined by the Securities and Exchange Commission. Environmental restrictions preclude mining at this site.

Mining was suspended in December 1983, because antimony could be purchased more economically from foreign sources.

For 2016, and since 1983, we relied on foreign sources for raw materials, and there are risks of interruption in procurement from these sources and/or volatile changes in world market prices for these materials that are not controllable by us. We have developed sources of antimony in Mexico but we are still depending on foreign companies for raw material in the future. We expect more raw materials from our own properties for 2017 and later years. We continue working with suppliers in North America, Central America, Europe, Australia, and South America.

We currently own 100% of the common stock, equipment, and the leases on real property of United States Antimony, Mexico S.A. de C.V. or “USAMSA”, which was formed in April 1998. We currently own 100% of the stock in Antimony de Mexico SA de CV (AM) which owns the San Miguel concession of the Los Juarez property. USAMSA has three divisions (1) the Madero smelter in Coahuila, (2) the Puerto Blanco flotation mill and oxide circuit in Guanajuato that is ramping up for 2017, and (3) mining properties that include the Los Juarez mineral deposit with concessions in Queretaro, the Wadley mining concession in San Luis Potosi, the Soyatal deposits in Queretaro, and the Guadalupe properties in Zacatecas.

In our existing operations in Montana, we produce antimony oxide, sodium antimonate, antimony metal, and precious metals. Antimony oxide is a fine, white powder that is used primarily in conjunction with a halogen to form a synergistic flame retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper. Antimony oxide is also used as a color fastener in paint, as a catalyst for production of polyester resins for fibers and film, as a catalyst for production of polyethylene pthalate in plastic bottles, as a phosphorescent agent in fluorescent light bulbs, and as an opacifier for porcelains. Sodium antimonate is primarily used as a fining agent (degasser) for glass in cathode ray tubes and as a flame retardant. We also sell antimony metal for use in bearings, storage batteries and ordnance.

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We estimate (but have not independently confirmed) that our present share of the domestic market and international market for antimony oxide products is approximately 4% and less than 1%, respectively. We are the only significant U.S. producer of antimony products, while China supplies 92% of the world antimony demand. We believe we are competitive both domestically and world-wide due to the following:

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We have a reputation for quality products delivered on a timely basis.

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We have two of the three operating antimony smelters in North and Central America.

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We are the sole domestic producer of antimony products.

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We can ship on short notice to domestic customers.

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We are vertically integrated, with raw materials from our own mines, mills, and smelter in Mexico, along with the raw materials from exclusive supply agreements we have with numerous ore and raw material suppliers.

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As a vertically integrated company, we will have more control over our raw material costs.

Following is a six year schedule of our antimony sales:

Schedule of Antimony Sales
Year	Lbs Metal Contained	$	Average Price/Lb
2016	2,936,880	$8,744,170	$2.98
2015	2,487,321	$9,863,933	$3.97
2014	1,727,804	$8,132,410	$4.71
2013	1,579,182	$8,375,158	$5.30
2012	1,403,210	$8,753,449	$6.24
2011	1,401,423	$10,406,636	$7.43

Concentration of Sales:

During the two years ended December 31, 2016, the following sales were made to our three largest customers:

	For the Year Ended
Sales to Largest Customers	December 31, 2016	December 31, 2015
Mexichem Specialty Compounds Inc.	$2,108,998	$3,142,586
East Penn Manufacturing Inc	1,147,854	1,236,250
Kohler Corporation	1,474,854	1,736,914
	$4,731,706	$6,115,750
% of Total Revenues	39.80%	46.70%

While the loss of one of our three largest customers would be a problem in the short term, we have numerous requests from potential buyers that we cannot fill, and we could quickly, in the present market conditions, be able to replace the lost sales. Loss of all three of our largest customers would be more serious and may affect our profitability.

Marketing:We employ full-time marketing personnel and have negotiated various commission-based sales agreements with other chemical distribution companies.

Antimony Price Fluctuations:Our operating results have been, and will continue to be, related to the market prices of antimony metal, which have fluctuated widely in recent years. The volatility of prices is illustrated by the following table, which sets forth the average prices of antimony metal per pound, as reported by sources deemed reliable by us.

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	Lbs of Antimony Contained
			USAC
	USA	Rotterdam	Sales
	Average	Average	Average
Year	Price/Lb	Price/Lb	Price/Lb
2016	$2.99	$2.94	$2.98
2015	$3.41	$3.32	$3.97
2014	$4.40	$4.31	$4.71
2013	$4.73	$4.78	$5.30
2012	$5.86	$5.71	$6.24
2011	$6.97	$7.05	$7.43

A six year price range of our sales prices for antimony oxide and antimony metal, per pound, was as follows:

	Oxide	Metal	Combined
	Average	Average	Average
Year	Price/Lb	Price/Lb	Price/Lb
2016	$3.11	$2.62	$2.98
2015	$3.34	$3.71	$3.96
2014	$4.00	$4.18	$4.71
2013	$4.41	$4.69	$5.30
2012	$5.14	$5.58	$6.24
2011	$6.16	$7.42	$7.43

Antimony metal prices are determined by a number of variables over which we have no control. These include the availability and price of imported metals, the quantity of new metal supply, and industrial demand. If metal prices decline and remain depressed, our revenues and profitability may be adversely affected.

We use various antimony raw materials to produce our products. We currently obtain antimony raw material from sources in North America, Mexico, and Australia.

Zeolite Division

We own 100% of Bear River Zeolite Company, (BRZ), an Idaho corporation that was incorporated on June 1, 2000. BRZ has a lease with Webster Farm, L.L.C. that entitles BRZ to surface mine and process zeolite on property located near Preston, Idaho, in exchange for a royalty payment. In 2010 the royalty was adjusted to $10 per ton sold. The current minimum annual royalty is $60,000. In addition, BRZ has more zeolite on U.S. Bureau of Land Management land. A company controlled by the estate of Al Dugan, a significant stockholder and, as such, an affiliate of USAC, receives a payment equal to 3% of net sales on zeolite products. William Raymond and Nancy Couse are paid a royalty that varies from $1 to $5 per ton. On a combined basis, royalties vary from 8%-13%. BRZ has constructed a processing plant on the property and it has improved its productive capacity. In addition to a large amount of fully depreciated equipment that has been transferred from the USAC division, we have spent approximately $3,846,000 to purchase and construct the processing plant as of December 31, 2016.

We have no "proven reserves" or "probable reserves" of zeolite, as these terms are defined by the Securities and Exchange Commission.

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"Zeolite" refers to a group of industrial minerals that consist of hydrated aluminosilicates that hold cations such as calcium, sodium, ammonium, various heavy metals, and potassium in their crystal lattice. Water is loosely held in cavities in the lattice. BRZ zeolite is regarded as one of the best zeolites in the world due to its high CEC of approximately 180-220 meq/100 gr., its hardness and high clinoptilolite content, its absence of clay minerals, and its low sodium content. BRZ's zeolite deposits’ characteristics which the mineral useful for a variety of purposes including:

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Soil Amendment and Fertilizer. Zeolite has been successfully used to fertilize golf courses, sports fields, parks and common areas, and high value agricultural crops

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Water Filtration. Zeolite is used for particulate, heavy metal and ammonium removal in swimming pools, municipal water systems, fisheries, fish farms, and aquariums.

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Sewage Treatment. Zeolite is used in sewage treatment plants to remove nitrogen and as a carrier for microorganisms.

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Nuclear Waste and Other Environmental Cleanup. Zeolite has shown a strong ability to selectively remove strontium, cesium, radium, uranium, and various other radioactive isotopes from solution. Zeolite can also be used for the cleanup of soluble metals such as mercury, chromium, copper, lead, zinc, arsenic, molybdenum, nickel, cobalt, antimony, calcium, silver and uranium.

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Odor Control. A major cause of odor around cattle, hog, and poultry feed lots is the generation of the ammonium in urea and manure. The ability of zeolite to absorb ammonium prevents the formation of ammonia gas, which disperses the odor.

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Gas Separation. Zeolite has been used for some time to separate gases, to re-oxygenate downstream water from sewage plants, smelters, pulp and paper plants, and fish ponds and tanks, and to remove carbon dioxide, sulfur dioxide and hydrogen sulfide from methane generators as organic waste, sanitary landfills, municipal sewage systems and animal waste treatment facilities.

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Animal Nutrition. Feeding up to 2% zeolite increases growth rates, decreases conversion rates, prevents scours, and increases longevity.

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Miscellaneous Uses. Other uses include catalysts, petroleum refining, concrete, solar energy and heat exchange, desiccants, pellet binding, horse and kitty litter, floor cleaner and carriers for insecticides, pesticides and herbicides.

Environmental Matters

Our exploration, development and production programs conducted in the United States are subject to local, state and federal regulations regarding environmental protection. Some of our production and mining activities are conducted on public lands. We believe that our current discharge of waste materials from our processing facilities is in material compliance with environmental regulations and health and safety standards. The U.S. Forest Service extensively regulates mining operations conducted in National Forests. Department of Interior regulations cover mining operations carried out on most other public lands. All operations by us involving the exploration for or the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of water sources, waste materials, odor, noise, dust and other environmental protection requirements adopted by federal, state and local governmental authorities. We may be required to prepare and present data to these regulatory authorities pertaining to the effect or impact that any proposed exploration for, or production of, minerals may have upon the environment. Any changes to our reclamation and remediation plans, which may be required due to changes in state or federal regulations, could have an adverse effect on our operations. The range of reasonably possible loss in excess of the amounts accrued, by site, cannot be reasonably estimated at this time.

We accrue environmental liabilities when the occurrence of such liabilities is probable and the costs are reasonably estimable. The initial accruals for all our sites are based on comprehensive remediation plans approved by the various regulatory agencies in connection with permitting or bonding requirements. Our accruals are further based on presently enacted regulatory requirements and adjusted only when changes in requirements occur or when we revise our estimate of costs to comply with existing requirements. As remediation activity has physically commenced, we have been able to refine and revise our estimates of costs required to fulfill future environmental tasks based on contemporaneous cost information, operating experience, and changes in regulatory requirements. In instances where costs required to complete our remaining environmental obligations are clearly determined to be in excess of the existing accrual, we have adjusted the accrual accordingly. When regulatory agencies require additional tasks to be performed in connection with our environmental responsibilities, we evaluate the costs required to perform those tasks and adjust our accrual accordingly, as the information becomes available. In all cases, however, our accrual at year-end is based on the best information available at that time to develop estimates of environmental liabilities.

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Antimony Processing Site

We have environmental remediation obligations at our antimony processing site near Thompson Falls, Montana ("the Stibnite Hill Mine Site"). We are under the regulatory jurisdiction of the U.S. Forest Service and subject to the operating permit requirements of the Montana Department of Environmental Quality. At December 31, 2016 and 2015, we have accrued $100,000 to fulfill our environmental responsibilities.

BRZ

During 2001, we recorded a reclamation accrual for our BRZ subsidiary, based on an analysis performed by us and reviewed and approved by regulatory authorities for environmental bonding purposes. The accrual of $7,500 represents the our estimated costs of reclaiming, in accordance with regulatory requirements, the acreage disturbed by our zeolite operations remains unchanged at December 31, 2016.

General

Reclamation activities at the Thompson Falls Antimony Plant have proceeded under supervision of the U.S. Forest Service and Montana Department of Environmental Quality. We have complied with regulators' requirements and do not expect the imposition of substantial additional requirements.

We have posted cash performance bonds with a bank and the U.S. Forest Service in connection with our reclamation activities.

We believe we have accrued adequate reserves to fulfill our environmental remediation responsibilities as of December 31, 2016. We have made significant reclamation and remediation progress on all our properties over thirty years and have complied with regulatory requirements in our environmental remediation efforts.

Employees

As of December 31, 2016, we employed 27 full-time employees in Montana. In addition, we employed 16 people at our zeolite plant in Idaho, and more than 60 employees at our mining, milling and smelting operation in Mexico. The number of full-time employees may vary seasonally. None of our employees are covered by any collective bargaining agreement.

Other

We hold no material patents, licenses, franchises or concessions, however we consider our antimony processing plants proprietary in nature.

We are subject to the requirements of the Federal Mining Safety and Health Act of 1977, the Occupational Safety and Health Administration's regulations, requirements of the state of Montana and the state of Idaho, federal and state health and safety statutes and Sanders County, Montana and Franklin County, Idaho health ordinances.

Item 1A Risk Factors

There may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors listed below, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.

If we were liquidated, our common stockholders could lose part, or all, of their investment.

In the event of our dissolution, the proceeds, if any, realized from the liquidation of our assets will be distributed to our stockholders only after the satisfaction of the claims of our creditors and preferred stockholders. The ability of a purchaser of shares to recover all, or any portion, of the purchase price for the shares, in that event, will depend on the amount of funds realized and the claims to be satisfied by those funds.

We may have un-asserted liabilities for environmental reclamation.

Our research, development, manufacturing and production processes involve the controlled use of hazardous materials, and we are subject to various environmental and occupational safety laws and regulations governing the use, manufacture, storage, handling, and disposal of hazardous materials and some waste products. The risk of accidental contamination or injury from hazardous materials cannot be completely eliminated. In the event of an accident, we could be held liable for any damages that result and any liability could exceed our financial resources. We also have one ongoing environmental reclamation and remediation projects at our current production facility in Montana. Adequate financial resources may not be available to ultimately finish the reclamation activities if changes in environmental laws and regulations occur, and these changes could adversely affect our cash flow and profitability. We do not have environmental liability insurance now, and we do not expect to be able to obtain insurance at a reasonable cost. If we incur liability for environmental damages while we are uninsured, it could have a harmful effect on our financial condition and results of operations. The range of reasonably possible losses from our exposure to environmental liabilities in excess of amounts accrued to date cannot be reasonably estimated at this time.

9

We have accruals for asset retirement obligations and environmental obligations.

We have accruals totaling $265,782 on our balance sheet at December 31, 2016, for our environmental reclamation responsibilities and estimated asset retirement obligations. If we are not able to adequately perform these activities on a timely basis, we could be subject to fines and penalties from regulatory agencies.

Item 1B Unresolved Staff Comments

Not Applicable

Item 2 Description of Properties

Antimony Division

Our antimony smelter and precious metals plant is located in the Burns Mining District, Sanders County, Montana, approximately 14 miles west of Thompson Falls on Montana Highway 471. This highway is asphalt, and the property is accessed by cars and trucks. The property includes two five-acre patented mill sites that are owned in fee-simple by us. The claims are U. S. Antimony Mill Site No. 1 (Mineral Survey 10953) and U. S. Antimony Mill Site No. 2 (Mineral Survey 10953).

The U. S. Antimony Mill Sites were used to run a flotation mill and processing plant for antimony that we mined on adjacent claims that have been sold. Presently, we run a smelter that includes furnaces of a proprietary design to produce antimony metal, antimony oxide, and various other products. We also run a precious metals plant. The facility includes 6 buildings and our main office. There are no plans to resume mining on the claims that have been sold or abandoned, although the mineral rights have been retained on many of the patented mining claims. The U. S. Forest Service and Montana Department of Environmental Quality have told us that the resumption of mining would require an Environmental Impact Statement, massive cash bonding, and would be followed by years of law suits. The mill site is serviced with three-phase electricity from Northwest Power, and water is pumped from a well.

We claim no reserves on any of these properties.

10

Antimony mining and milling operations in the U.S. were curtailed during 1983 due to continued declines in the price of antimony. We are currently purchasing foreign raw antimony materials and producing our own raw materials from our properties in Mexico. We continue to produce antimony metal, oxide, sodium antimonite, and precious metals from our processing facility near Thompson Falls, Montana.

MINERAL PROPERTIES

LOS JUAREZ GROUP

We hold properties that are collectively called the “Los Juarez” property, in Queretaro, as follows:

1.

San Miguel I and II were purchased by a USAC subsidiary, Antimonio de Mexico, S. A. de C. V (AM), for $1,480,500. As of December 31, 2016, we have paid for the property, and have incurred significant permitting costs. The property consists of 40 hectares.

2.

San Juan I and II are concessions owned by AM and include 466 hectares.

3.

San Juan III is held by a lease agreement by AM in which we will pay a 10% royalty, based on the net smelter returns from another USAC Mexican subsidiary, named United States Antimony Mexico, S. A. de C. V. or USAMSA. It consists of 214 hectares.

The concessions collectively constitute 720 hectares. The claims are accessed by roads that lead to highways.

11

12

Part of the USAC Mexican property, including San Miguel I, II and part of San Juan III, was originally drilled by the Penoles Company in 1970, when antimony metal prices were high. They did not proceed with the property, due to the complex metallurgy of antimony. Subsequently, the Mexican Government did additional work and reported a deposit of mineralized material of 1,000,000 metric tons (mt) grading 1.8% antimony and 8.1 ounces of silver per metric ton (opmt) in Consejo de Recursos  Minerales (Publicacion M-4e). Such a report does not qualify as a comprehensive evaluation, such as a final or bankable feasibility study that concludes legal and technical viability, and economic feasibility. The Securities and Exchange Commission does not recognize this report, and we claim no reserves.

The mineralized zone is a classic jasperoid-type deposit in the Cretaceous El Doctor Limestone. The mineralization is confined to silicified jasperiod pipes intruded upwards into limestone. The zone strikes north 70 degrees west. The dimension of the deposit is still conjectural. However, the strike length of the jasperoid is more than 3,500 meters. 

The mineralization is typically very fine-grained stibnite with silver and gold.  It is primarily sulfide in nature due to its encapsulation in silica. The mining for many years will be by open pit methods. Eventually it will be by underground methods. At the present time, mining has included hauling dump rock and rock from mine faces.

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SOYATAL MINING DISTRICT, PINAL DE AMOLES, QUERETARO, MEXICO

Soyatal

On October 30, 2009, the Company entered into a supply agreement with the owners of the Soyatal concessions similar to that of Guadalupe. During the term of the supply agreement the Company funded certain of Soyatal’s equipment purchases, tax payments, labor costs, milling and trucking costs, and other expenses incurred in the Soyatal mining operations for approximately $140,000. In addition to the advances for mining costs, the Company purchased antimony ore from Soyatal that failed to meet agreed upon antimony metal recoveries and resulted in approximately $320,000 of excess advances paid to Soyatal. On April 4, 2012, the Company negotiated an option to purchase the Soyatal properties for $1,500,000, and made a deposit on the option of $55,000.

On August 5, 2013, the Company notified the owners of Soyatal that it was exercising the option to purchase the Soyatal property. The option exercise agreement allowed the Company to apply all amounts previously due the Company (the “Purchase Price Credits”) by Soyatal of $420,411 to the purchase price consideration. At December 31, 2013, the Company had Purchase Price Credits of approximately $325,000 which can be used as payments on the obligation at the rate of $100,000 per year until gone. The Company is obligated to make payments of $200,000 annually through 2020, and a final payment of $100,000 is due in 2021. The debt payable for the Soyatal mine is non-interest bearing. In 2013, the Company recorded the debt and the related Soyatal mine asset by determining the net present value of the contractual stream of payments due using a 6% discount rate. The resulting discount on the Soyatal debt was approximately $212,000 at December 31, 2013, and is netted against the debt payable resulting in a discounted amount of $762,541 at December 31, 2013. The discount is being amortized to interest expense using the effective interest method over the life of the debt.

During 2016 and 2015, $39,048 and $88,250 of the discount was amortized to the Soyatal debt, resulting in a discounted amount owed of $776,319 and a remaining debt discount of approximately $84,750 at December 31, 2016. The Company did not make the $100,000 payment due in January of 2015. The Company has been making payments of $5,000 per month that have been informally agreed to by the parties while the future payment terms of the Soyatal debt are negotiated. These payments have been recorded as reductions of long term debt.

Reportedly, the Soyatal District was the third largest producer of antimony in Mexico. U. S. Geological Survey Bulletin 960-B, 1948, Donald E. White, Antimony Deposits of Soyatal District, State of Queretaro, Mexico records the production from 1905-1943 at 25,600 tons of antimony metal content. In 1942, the mines produced ore containing 1,737 tons of metal, and in 1943, they produced ore containing 1,864 tons of metal. This mining was performed primarily all by hand labor, with no compressors or trammers, and the ore was transported by mules, in sacks, to the railroad. Recoveries were less than 40% of the values. Mining continued throughout World War II.

Mr. White remarks p. 84 and 85, “In the Soyatal Mines, as in practically all antimony mines, it is difficult to estimate the reserves, for the following reasons:

●

The individual deposits are so extremely irregular in size, shape, and grade that the amount of ore in any one of them is unknown until the ore has been mined.

●

As only the relatively high grade shipping ore is recovered, the ore bodies are not systematically sampled and assayed…The total reserves are thus unknown and cannot be estimated accurately, but they probably would suffice to maintain a moderate degree of activity in the district for at least 10 years. The mines may even contain enough ore (mineralized deposit) to equal the total past production.”

Minimal ore recovery, primarily through hand mining and sorting methods, has continued at the Soyatal properties since 1943. We do not claim any reserves at Soyatal as defined by the SEC.

14

USAMSA PUERTO BLANCO FLOTATION MILL, GUANAJUATO, MEXICO

During 2014, cleaner flotation machines were added the flotation mill at San Luis de la Paz (Puerto Blanco), Guanajuato, Mexico. All of the permits to construct and operate the plant have been obtained. The flotation plant has a capacity of 140 metric tons per day. It includes a 30” x 42” jaw crusher, a 4’x 8’ double-deck screen, a 36” cone crusher, an 8’x 36” Harding type ball mill, and eight No. 24 Denver sub A type flotation machines, an 8’ disc filter, front end loaders, tools and other equipment. The flotation circuit is used for the processing of rock from Los Juarez, Guadalupe, and other properties. We are in the process of installing a 400 metric ton per day flotation mill that will be dedicated to processing ore from our Los Juarez property. The crushing equipment currently in place is adequate for both flotation mills. An oxide circuit was added to the plant in 2013 and 2014 to mill oxide ores from Soyatal and other properties. It includes a vertical shaft impactor, 3 ore bins, 8 conveyors, a 4’ x 6’ high frequency screen, jig, 8 standard concentrating tables, 5 pumps, sand screw and two buildings. The capacity of the oxide circuit is 50 tons per day. During 2016, less than 10% of the mill’s capacity was utilized.

USAMSA MADERO SMELTER, ESTACION MADERO, PARRAS DE LA FUENTE, COAHUILA, MEXICO.

USAC, through its wholly owned subsidiary, USAMSA, owns and operates a smelting facility at Estacion Madero, in the Municipio of Parras de la Fuente, Coahuila, Mexico. The property includes 13.48 hectares. Seventeen small rotating furnaces (SRF’s) and one large rotating furnace (LRF) with an associated stack and scrubber were permitted and installed by the end of 2015. Other equipment includes cooling ducting, dust collectors, scrubber, laboratory, warehouse, slag vault, stack, jaw crusher, screen, hammer mill, and a 3.5’ x 8’ rod mill. The plant has a feed capacity of five to six metric tons of direct shipping ore or concentrates per day, depending on the quality of the feedstock. If the feedstock is in the mid-range of 45% antimony, the smelter could produce approximately 1.8 MM lbs of contained antimony annually. Concentrates from our flotation plant, and hand-sorted ore from Mexico sources and other areas, are being processed. The Madero production is either sold or shipped to our Montana plant to produce finished Antimony products and other derivative by-products. Access to the plant is by road and railroad. Set forth below are location maps:

15

ZEOLITE DIVISION

Location

This property is located in the southeast corner of Idaho, approximately seven miles east of Preston, Idaho, 34 miles north of Logan, Utah, 79 miles south of Pocatello, Idaho, and 100 miles north of Salt Lake City, Utah.

The mine is located in the N ½ of section 10 and the W ½ of section 2, section 3, and the E ½ section 4, Township 15, Range 40 East of the Boise Meridian, Franklin County, Idaho. The plant and the initial pit are located on the Webster Farm, L.L.C., which is private land.

Transportation

The property is accessed by seven miles of paved road and about l mile of gravel road from Preston, Idaho. Preston is near the major north-south Interstate Highway 15 to Salt Lake City or Pocatello.

Several Union Pacific rail sidings may be available to the mine. Bonida is approximately 25 miles west of the mine and includes acreage out of town where bulk rock could be stored, possibly in existing silos or on the ground. Three-phase power is installed at this abandoned site.  Finished goods can also be shipped from the Franklin County Grain Growers feed mill in the town of Preston on the Union Pacific Railroad.

The Burlington Northern Railroad can be accessed at Logan, Utah.

 Location Map

16

Property and Ownership

BRZ leases 320 acres from the Webster Farm, L.L.C. The term of the lease is 15 years and it began on March 1, 2010. This includes the mill site and zeolite in the area of the open pit. The property is the NW ¼ and W ½ of the SW ¼ of section 3 and the N ½ of the W ¼ of section 10, Township 15 South, Range 40 East of the Boise Meridian, Franklin County, Idaho. The lease requires a payment of $10.00 per ton plus an additional annual payment of $10,000 on March 1st of each year. In addition, there are two other royalty holders. Nick Raymond and the estate of George Desborough each have a graduated royalty of $1.00 per ton to $5.00 per ton, depending on the sale price.

The balance of the property is on Bureau of Land Management property and includes 480 acres held by 24, 20-acre Placer claims. Should we drop our lease with Webster Farms LLC., we will retain these placer claims as follows:

BRZ 1        IMC 185308 BRZ 2        IMC 185309 BRZ 3        IMC 185310 BRZ 4        IMC 185311 BRZ 5        IMC 185312 BRZ 6        IMC 185313 BRZ 7        IMC 185314 BRZ 8        IMC 185315 BRZ 9        IMC 185316 BRZ 10      IMC 185317 BRZ 11      IMC 185318 BRZ 12      IMC 185319 BRZ 20      IMC 186183 BRZ 21      IMC 186184 BRZ 22      IMC 186185 BRZ 23      IMC 186186 BRZ 24      IMC 186187 BRZ 25      IMC 186188 BRZ 26      IMC 186189 BRZ 27      IMC 186190 BRZ 28      IMC 186191 BRZ 29      IMC 186192 BRZ 30      IMC 186193 BRZ 31      IMC 186194

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Geology

The deposit is a very thick, sedimentary deposit of zeolitized volcanic ash of Tertiary age known as the Salt Lake Formation. The sedimentary interval in which the clinoptilolite occurs is more than 1000 feet thick in the area. Thick intervals of the zeolite are separated by thin limestone and sandstone beds deposited in the freshwater lake where the volcanic ash accumulated.

The deposit includes an 800- foot mountain. Zeolite can be sampled over a vertical extent of 800 feet and on more than 700 acres. The current pit covers more than 3 acres.  Despite the apparent size of the deposit, we claim no reserves.

Exploration, Development, and Mining

Exploration has been limited to the examination and sampling of surface outcrops and mine faces.

Mining Methods

Depending on the location, the zeolite is overlain by 1 to 12 feet of zeolite-rich soil. On the ridges, the cover is very little, and in the draws the soil is thicker. The overburden is stripped using a tractor dozer, currently a Caterpillar D-8K. It is moved to the toe of the pit, and will eventually be dozed back over the pit for reclamation.

Although near-surface rock is easily ripped, it is more economical to drill and blast it. Breakage is generally good. Initial benches were 20 to 30 foot, and each bench is accessed by a road.

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Haulage is over approximately 4,000 feet of road on an uphill grade of 2.5% to the mill. On higher benches, the grade will eventually be downhill. Caterpillar 769 B rock trucks are being used. They haul 18 to 20 tons per load, and the cycle time is about 30 minutes.

With the trucks and the other existing equipment, the mine is capable of producing 80 tons per hour. 

MILLING

Primary Crusher

The primary crushing circuit is a conventional closed circuit, utilizing a Stephens-Adamson 42” x 12’ apron feeder, Pioneer 30” x 42” jaw crusher, Nordberg standard 3’ cone crusher, a 5’ by 12’  double deck Kohlberg screen, and has a self-cleaning dust collector. The rock is crushed to minus 1 inch and the circuit has a rated capacity of more than 50 tons per hour.

Dryer

There are two dryer circuits, one for lines one and two, and one for the Raymond mill. The dryer circuits include one 50 ton feed bin, and each dryer has a conveyor bypass around each dryer, a bucket elevator, and a dry rock bin. The dryers are 25 feet long, 5 feet in diameter and are fired with propane burners rated at 750,000 BTUs. One self-cleaning bag house services both dryers. Depending on the wetness of the feed rock, the capacity is in the range of 10 tons per hour per dryer. During most of the year, the dryers are not run.

Coarse Products Circuit

There are two lines to produce coarse products:

●

 Line 1 is a closed circuit with a 100 HP vertical shaft impactor and a 5 deck Midwestern multivibe screen.

●

Line 2 includes a Jeffries 30” by 24” 60 HP hammer mill in a closed circuit with two 5’ x 12’ triple deck Midwestern Multi Vibe high frequency screens. The circuits also include bucket elevators, (3) 125 ton capacity product silos, a 6 ton capacity Crust Buster blender, augers, Sweco screens, and dust collectors.

Fine Products Circuit

The fine products circuit is in one building and it includes (2) 3.5’ x 10.5’ Derrick 2 deck high frequency (3450 RPM) screens and various bucket elevators, augers, bins, and Sweco screens for handling product. Depending on the screening sizes, the plants can generate approximately 150 tons of granules and 125 tons of fines per 24-hour day.

Raymond Mill Circuit

The Raymond mill circuit includes a 6058 high-side Raymond mill with a double whizzer, dust collector, two 100 ton product silos, feed bin, conveyors, air slide, bucket elevators, and control booth. The Raymond mill has a rated capacity of more than 10 tons per hour.

Item 3 Legal Proceedings

USAC had initiated an action against our prior investor relations consultant asking that he be ordered to desist from contacting any of our shareholders, and restrained from derogatory actions intended to harm our Company’s reputation and causing financial harm to the company. The settlement of our suit resulted in a cash payment of $10,000 and the removal of restrictions on 100,000 shares of common stock previously issued to the prior consultant.

No director, officer or affiliate of USAC and no owner of record or beneficial owner of more than 5.0% of our securities or any associate of any such director, officer or security holder is a party adverse to USAC or has a material interest adverse to USAC in reference to pending litigation.

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Item 4    Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report.

PART II

Item 5    Market for Common Equity and Related Stockholder Matters

Currently, our common stock is traded on the NYSE-MKT under the symbol UAMY. Prior to May 16, 2012, our common stock was traded over the Counter Bulletin Board ("OTCBB") under the symbol "UAMY.OB." The following table sets forth the range of high and low bid prices as reported for the periods indicated. The quotations were taken from a website available to the public, and generally believed to be accurate. The quoted prices may not necessarily represent actual transactions.

2016	High	Low
First Quarter	$0.33	$0.17
Second Quarter	0.31	0.20
Third Quarter	0.60	0.20
Fourth Quarter	0.47	0.22

2015	High	Low
First Quarter	$0.91	$0.48
Second Quarter	1.65	0.52
Third Quarter	0.79	0.35
Fourth Quarter	0.46	0.24

The approximate number of holders of record of our common stock at March 31, 2017, is 2,500.

We have not declared or paid any dividends to our stockholders during the last five years and do not anticipate paying dividends on our common stock in the foreseeable future. Instead, we expect to retain earnings for the operation and expansion of our business.

In March of 2016 the Company issued the Board members 550,000 shares of the Company’s common stock for services in 2015 with a value of $137,500.

In December of 2016, the Company issued Daniel Parks, the Company’s Chief Financial Officer, 200,000 shares of the Company’s common stock valued at $54,000 to retain his services for a two year period. As part of the agreement, Mr. Parks’ hours worked and normal compensation will be reduced.

During 2016, the Company awarded, but did not issue, common stock with a value at December 31, 2016, of $168,750 to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $168,750 in director compensation expense. In March of 2017, at a price of $0.40 per share, the directors were issued 421,875 shares for 2016.

Item 6    Selected Financial Data

Not Applicable.

Item 7    Management's Discussion and Analysis or Plan of Operations

Certain matters discussed are forward-looking statements that involve risks and uncertainties, including the impact of antimony prices and production volatility, changing market conditions and the regulatory environment and other risks. Actual results may differ materially from those projected. These forward-looking statements represent our judgment as of the date of this filing. We disclaim, however, any intent or obligation to update these forward-looking statements.

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Results of Operations by Division
Antimony - Combined USA
and Mexico	2016	2015
Lbs of Antimony Metal USA	1,422,957	1,381,971
Lbs of Antimony Metal Mexico:	1,513,923	1,105,350
Total Lbs of Antimony Metal Sold	2,936,880	2,487,321
Average Sales Price/Lb Metal	$2.98	$3.97
Net loss/Lb Metal	$(0.53)	$(0.54)
Gross antimony revenue - net of discount	$8,744,170	$9,863,933
Precious metals revenue	672,871	491,426
Production costs - USA	(3,274,100)	(4,265,840)
Product cost - Mexico	(3,637,452)	(4,201,005)
Direct sales and freight	(484,908)	(438,582)
General and administrative - operating	(498,983)	(428,022)
Mexico non-production costs	(357,706)	(1,086,440)
General and administrative - non-operating	(1,469,576)	(1,481,111)
Gain on liability adjustment	-	914,770
Non-operating gains
Net interest	(153,416)	(7,718)
EBITDA	(459,100)	(638,589)
Income taxes	(298,138)
Depreciation,& amortization	(785,869)	(711,345)
Net loss - antimony	$(1,543,107)	$(1,349,934)

Zeolite	2016	2015
Tons sold	13,143	15,901
Average Sales Price/Ton	$188.17	$173.17
Net income (Loss)/Ton	$17.80	$32.16
Gross zeolite revenue	$2,473,094	$2,753,644
Production costs	(1,210,831)	(1,266,687)
Direct sales and freight	(278,633)	(286,235)
Royalties	(258,206)	(279,435)
General and administrative - operating	(178,881)	(108,847)
General and administrative - non-operating	(92,826)	(80,229)
Non-operating gains
Net interest	(5,942)	633
EBITDA	447,775	732,844
Depreciation	(213,868)	(221,441)
Net income - Zeolite	$233,907	$511,403

Company-wide	2016	2015
Gross revenue	$11,890,135	$13,109,003
Production costs	(8,122,383)	(9,733,532)
Other operating costs	(2,057,317)	(2,627,561)
General and administrative - non-operating	(1,562,402)	(1,561,340)
Gain on liability adjustment	-	914,770
Non-operating gains	-	-
Net interest	(159,358)	(7,085)
EBITDA	(11,325)	94,255
Income tax benefit (expense)	(298,138)
Depreciation & amortization	(999,737)	(932,786)
Net income (Loss)	$(1,309,200)	$(838,531)

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Overview

Our cost of production for the years ended December 31, 2016 and 2015 included plant construction and metallurgical testing at Puerto Blanco and Madero, Mexico and to a lesser degree our plant in Thompson Falls, Montana. The production from Mexico should be less in Mexico during the first quarter of 2017 due to the transition of processing Hillgrove concentrates to our own mines.

The non-cash expense items totaled $1,160,215 for 2016 and included $999,737 for depreciation and amortization, $5,454 for accretion, and $168,750 for director compensation.

The non-cash expense items totaled $1,075,423 for 2015 and included $932,786 for depreciation and amortization, $5,137 for accretion, and $137,500 for director compensation.

We are producing and buying raw materials, which will allow us to ensure a steady flow of products for sale. Our smelter at Madero, Mexico, was producing primarily on custom concentrates from Australia in 2015 and 2016. Production during 2017 will be primarily from our own Mexican properties, and we will still purchase a significant portion of our raw materials for our smelter in Montana.

We are proceeding with the testing of the Los Juarez ore in the 100 ton per day mill at Puerto Blanco. A 400 ton per day flotation mill is permitted and is partially installed. This mill will be dedicated to processing rock from the Los Juarez mining property. We have adequate crushing capacity in place to feed the 400 ton per day mill and the existing mill.

Our principal smelter, precious metals recovery operation, and our Company headquarters remain in Montana.

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Results of Operations

Comparison of Years ended December 31, 2016 and 2015                              

Results of Operations by Division

	2016	2015
Antimony Division - United States:
Revenues - Antimony (net of discount)	$8,744,170	$9,863,933
Revenues - Precious metals	672,871	491,426
	9,417,041	10,355,359
Domestic cost of sales:
Production costs	3,274,100	4,265,840
Depreciation	81,328	61,819
Freight and delivery	419,256	311,027
General and administrative	272,161	192,298
Direct sales expense	65,652	65,000
Total domestic antimony cost of sales	4,112,497	4,895,984
Cost of sales - Mexico
Production costs	3,480,252	3,765,902
Depreciation and amortization	704,541	649,525
Freight and delivery	113,412	62,555
Reclamation accrual	5,454	5,137
Land lease expense	261,154	435,103
Mexico non-production costs	357,706	1,086,440
General and administrative	178,048	363,025
Total Mexico antimony cost of sales	5,100,567	6,367,687
Total revenues - antimony	9,417,041	10,355,359
Total cost of sales - antimony	9,213,064	11,263,671
Total gross profit (loss) - antimony	203,977	(908,312)
Zeolite Division:
Revenues	2,473,094	2,753,644
Cost of sales:
Production costs	1,210,832	1,266,687
Depreciation	213,868	221,441
Freight and delivery	226,258	289,927
General and administrative	178,881	114,102
Royalties	258,206	279,435
Direct sales expense	52,375	86,100
Total cost of sales	2,140,420	2,257,692
Gross profit - zeolite	332,674	495,952
Total revenues - combined	11,890,135	13,109,003
Total cost of sales - combined	11,353,484	13,521,363
Total gross profit (loss) - combined	$536,651	$(412,360)

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During the two year period ended December 31, 2016, the most significant event affecting our financial performance was the decrease in the price of antimony (see table page 6). During the first half of 2016, the price for antimony hit a seven year low. By the ended of 2016, we stopped the processing of antimony concentrate for Hillgrove Mines, Ltd., of Australia and started production from our own mines in Mexico. The Mexican production from our own mines was very low in 2015 and 2016 due to the processing of concentrates from Hillgrove. Antimony (metal contained) produced and sold from Hillgrove concentrates was 1,105,350 pounds during 2015 compared to 1,513,923 pounds for 2016, an increase of 37%. The Puerto Blanco mill circuits were utilized less than 10% of their capacity. Going forward, the increased supply of raw material from Mexico and the metal prices for both antimony and precious metals will be the most significant factors influencing our operations.

During the two year period ending December 31, 2016, we incurred excess production costs at our Mexico operations. At the end of each year, management determined an estimated portion of each operating unit that was operating at less than expected capacity and assigned a portion of that years cost to excess operating costs. The production costs above the expected costs were reported in the above schedule of results of operations by division as “excess Mexico production costs”, which were $357,706 in 2016 and $1,086,440 in 2015. The excess Mexico production costs are primarily due to holding costs from inactivity at the Wadley and Los Juarez mines, the Puerto Blanco mill, and the loss of production at the Madero smelter from metalurgical testing and experimenting with various production methods and formulas.

The following are highlights of the significant changes during 2016 and the two year period then ended:

Antimony:

a.

The sale of antimony during 2016 was 2,936,880 pounds compared to 2,487,321 pounds in 2015, an increase of 449,559 pounds or 18%.

b.

The average sales price of antimony during 2016 was $2.98 per pound compared to $3.97 during 2015, a decrease of $0.99 per pound or 25%. During the beginning of 2017, the Rotterdam price of antimony is $3.90 per pound.

c.

The metallurgical problem with the Los Juarez concetrates has been solved with a caustic leach circuit, and pilot mining, milling, and smelting will resume. This will put the Puerto Blanco mill in operation. During 2016 and 2015, the Puerto Blanco mill was operating at less than 10% of capacity.

d.

In 2016, the Mexican non-production costs were $357,706 compared to $1,086,440 for 2015. During 2016, the non-production costs amounted to $0.12 per pound of antimony produced. These costs include the holding costs of mines and mills in Mexico that have been idle due to a lack of furnace capacity at Madero and the solving of the Los Juarez metallurgical problems.

e.

The net loss per pound of antimony was $0.48 in 2016 even though the price had fallen $0.99 per pound from 2015. The net loss per pound in 2015 was $0.54.

f.

Our cost of goods sold for antimony decreased from $10,419,889 in 2015 to $8,248,125 in 2016 despite an increase in production of 49,565 pounds or 15.3%. For the year ended December 31, 2016, costs of goods sold include operating and non-operating production costs from Mexico operations.

g.

With its own antimony raw materials, USAC will benefit fully from price increases rather than just the smelting fees and small percentages of the price increases. Additionally, the company will enjoy lower processing and trucking costs.

During 2016, BRZ sold 13,143 tons compared to 15,901 tons in 2015, down 2,758 tons or 17.3%. During 2016, the sales dropped as a result of the drop in oil prices and a sluggish economy. BRZ realized a profit of $233,907 in 2016 after depreciation of $213,868 compared to a profit of $511,403 in 2015 after depreciation of $221,441. The reduced margin was a result of increases of $5,700 in commissions paid to the new sales representatives, approximately $50,000 for the repair of the Raymond mill, $14,893 for warehouse rental and expenses at BRZ, $36,891 for medical insurance and related expenses, and $55,707 for labor. BRZ has embarked on a sales program with two field representatives and a research person that prepares sales brochures and literature that is gaining new customers.

General and administrative costs, as reported in our statement of operations, include fees paid to directors through stock based compensation. In 2016 and 2015, we incurred $40,000 each year in fees to the NYSE MKT that was included in general and administrative expenses. General and administrative costs for 2016 and 2015 include general and administrative costs related to commencement of production at our facilities in Mexico. The combined general and administrative costs were 6.2%, and 5.6%, of sales for 2016 and 2015, respectively. The combined general and administrative salaries were 4.1%, and 3.3% of sales for 2016 and 2015, respectively.

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The increase in professional fees for 2016 (approximately $38,000) was primarily due to increased attorney fees related to our former Investor Relations representative. Our accounting fees related to our annual audit and our quarterly SEC filings decreased from the prior year.

Factoring costs decreased in 2016 from approximately $41,000 in 2015 to approximately $35,000 in 2016. The discounts we gave for early payments decreased by approximately $24,000 in 2016 from 2015 due to a decrease in our total sales.

Subsidiaries

The Company has a 100% investment in two subsidiaries in Mexico, USAMSA and AM, whose mineral property carrying values were assessed at December 31, 2016 and 2015 for impairment. Management’s assessment of the subsidiaries’ fair value was based on their future benefit to us.

Financial Condition and Liquidity
	2016	2015
Current Assets	$1,692,555	$2,136,326
Current liabilities	(3,382,123)	(2,429,830)
Net Working Capital	$(1,689,568)	$(293,504)
Cash provided (used) by operations	$425,837	$358,453
Cash used for capital outlay	(583,029)	(1,704,037)
Cash provided (used) by financing:
Net payments from factor	136,617	468
Proceeds from notes payable to bank	36,645	130,672
Proceeds from (paymrnts to) Hillgrove advances	-	1,198,445
Principal paid on long-term debt	(175,238)	(94,141)
Checks issued and payable	35,682	-
Received on notes receivable for stock	-	120,000
Net change in cash	$(123,486)	$9,860

Our net working capital decreased for the year ended December 31, 2016, from a negative amount of $293,504 at the beginning of the year to a negative amount of $1,689,568 at the end of 2016. Our current assets decreased primarily due to a decrease in our inventories and accounts receivable, in Montana and in Mexico. The capital improvements were paid for with cash and debt. Our current liabilities increased primarily in the amount of accrued income taxes payable and the current portion of long term debt due during 2016.

During the year ending December 31, 2017, we are planning to finance our improvements with operating cash flow. Our 2017 improvements are expected to include improvements at both the Madero smelter and the Thompson Falls smelter, and completing the installation of a leach circuit at Puerto Blanco.

In 2016, cash provided by operations was primarily due to a reduction of our inventories of approximately $239,000. We negotiated decreases in our current liabilities for raw material of approximately $915,000 during 2015.

The current portion of our long term debt is serviceable from the cash generated by operations.

At December 31, 2016, our financial statements show that we have negative working capital of approximately $1.7 million and accumulated deficit of approximately $25.4 million.  In addition, we have incurred losses for the prior three years.  These factors indicate that there may be doubt regarding our ability to continue as a going concern for the next twelve months. 

25

During the year ended December 31, 2016, we endured some of the lowest prices for antimony in the past seven years, with an average sales price for our products of only $2.98 per pound of metal contained.  As of late March 2017, the price for antimony metal contained is approximately $4.00 per pound.  While we experience increase in our raw material cost in the United States as a result, most of the $1.02 market increase will result in increased cash flow.

In addition, we have cut costs for our labor at our Mexico locations which will result in a lower cost of raw material from Mexico. These cuts have resulted from not processing concentrates from Hillgrove Mines of Australia LTD in 2017. This has resulted in a large reduction in our work force at our Madero smelter, along with a significant decrease in our operating costs for fuel, natural gas, electricity, and reagents. Although our total production in Mexico will decrease due to the lack of Hillgrove concentrates, we are ramping up production from our own mining properties. We are currently on schedule to have seventeen small rotating furnaces in operation by the second quarter of 2017.

In addition, we have implemented wage and other cost reductions across at the corporate level that will decrease our administrative costs in 2017. We expect to continue paying a low cost for propane in Montana, which in years past has been a major operating cost.

In 2017, we have negotiated a reduced monthly lease cost for the Wadley mine approximately $11,600 a decrease from $23,200 per month.  In addition, we paid the final installment to purchase mining concessions in the Los Juarez mining area.  In 2015 and 2016, we paid $100,000 and $68,600, respectively, for these concession rights.

We believe that our current circumstances and actions taken by management will enable us to be actively operating for the next twelve months.

Our stockholders’ equity section makes note that we have a liquidation preference of $5,884,376 for our preferred stock. This consists of a liquidation payment of $5,281,519 due if we liquidate our company or sell substantially all our assets, and $651,506 of undeclared dividends. The Board of Directors’ does not intend to declare dividends on preferred stock as due and payable at any time in the near future. We do not feel that the liquidation preference and undeclared dividends related to our preferred stock will be an impediment to raising capital in the future by issuing additional shares of common stock, and are not going to affect our liquidity.

Critical Accounting Estimates

We have, besides our estimates of the amount of depreciation on our assets, two critical accounting estimates. The value of our unprocessed ore in inventory is assessed on assays taken at the time the ore is delivered, and may vary when the ore is processed and final settlement is made. Also, the asset recovery obligation on our balance sheet is based on an estimate of the future cost to recover and remediate our properties as required by our permits upon cessation of our operations, and may differ when we cease operations.

●

The value of unprocessed purchased ore in our inventory at the Wadley mining concession and Puerto Blanco mill is based on assays taken at the time the ore is delivered, and may vary when the ore is processed and final settlement is made. We assay the purchased ore to estimate the amount of antimony contained per metric ton, and then make a payment based on the Rotterdam price of antimony and the % of antimony contained. Our payment scale incorporates a penalty for ore with a low percentage of antimony. It is reasonably likely that the initial assay will differ from the amount of metal recovered from a given lot. If the initial assay of a lot of ore on hand at the end of a reporting period were different, it would cause a change in our reported inventory and accounts payable amounts, but would not change our reported cost of goods sold or net income amounts. At December 31, 2016, if we had overestimated the per cent of antimony in our total inventory of purchased ore by 2.5%, (a 10% correction to the amount of antimony metal contained if we assayed 25.0% antimony per metric ton), the amount of our inventory and accounts payable would be smaller by approximately $1,500. Our net income would not be affected. Direct shipping ore (DSO) purchased at our Madero smelter is paid for at a fixed amount at the time of delivery and assaying, and is not subject to accounting estimates. The amount of the accounting estimate for purchased ore at our Puerto Blanco mill is in a constant state of change because the amount of purchased ore and the per cent of metal contained are constantly changing. Due to the amount of ore on hand at the end of a reporting period, as compared to the amount of total assets, liabilities, equity, and the ore processed during a reporting period, any change in the amount of estimated metal contained would likely not result in a material change to our financial condition.

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●

The asset recovery obligation and asset on our balance sheet is based on an estimate of the future cost to recover and remediate our properties as required by our permits upon cessation of our operations, and may differ when we cease operations. At December 31, 2011, we made an estimate that the cost of the machine and man hours probable to be needed to put our properties in the condition required by our permits once we cease operations would be $134,000. For purposes of the estimate, we used a probable life of 20 years and costs that, initially, are comparable to rates that we would incur at the present. We are adding to (an accretion of 6%) the liability each year, and amortizing the asset over 20 years ($6,700 annually), which decreases our net income in total each year (by $12,155 for 2016). We will make periodic reviews of the remaining life of the mine and other operations, and the estimated remediation costs upon closure, and adjust our account balances accordingly. At this time, we think that an adjustment in our asset recovery obligation is not required, and an adjustment in future periods would not have a material impact in the year of adjustment, but would change the amount of the annual accretion and amortization costs charged to our expenses by an undetermined amount.

Item 7A Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Item 8 Financial Statements

The consolidated financial statements of the registrant are included herein on pages F1-F23.

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

At the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal 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 Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.  

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

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Internal control over financial reporting

Management's annual report on internal control over financial reporting

The management of USAC is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of our published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The management of USAC has assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As a result of our assessment, we concluded that we have material weaknesses in our internal control over financial reporting as of December 31, 2016. These weaknesses are as follows:

●

Inadequate design of internal control over the preparation of the financial statements and financial reporting processes;

●

Inadequate monitoring of internal controls over significant accounts and processes including controls associated with domestic and Mexican subsidiary operations and the period-end financial reporting process; and

●

The absence of proper segregation of duties within significant processes and ineffective controls over management oversight, including antifraud programs and controls.

We are aware of these material weaknesses and will develop procedures to ensure that independent review of material transactions is performed. The chief financial officer will develop internal control measures to mitigate the lack of inadequate documentation of controls and the monitoring of internal controls over significant accounts and processes including controls associated with the period-ending reporting processes, and to mitigate the segregation of duties within significant accounts and processes and the absence of controls over management oversight, including antifraud programs and controls.

We plan to consult with independent experts when complex transactions are entered into.

Because these material weaknesses exist, management has concluded that our internal control over financial reporting as of December 31, 2016, is ineffective.

Changes in internal control over financial reporting

There were no changes in internal control over financial reporting for the quarter ended December 31, 2016.

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PART III

Item 10  Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act

Identification of directors and executive officers at December 31, 2016, is as follows:

Name	Age	Affiliation	Expiration of Term
John C. Lawrence	78	Chairman, President, Director	Annual meeting
John C. Gustavsen	68	First Vice-President	Annual meeting
Russell C. Lawrence	48	Second Vice-President and Director	Annual meeting
Matthew Keane	61	Third Vice-President	Annual meeting
Daniel L. Parks	68	Chief Financial Officer	Annual meeting
Alicia Hill	35	Secretary, Controller, and Treasurer	Annual meeting
Gary D. Babbitt	71	Director	Annual meeting
Whitney Ferer	58	Director	Annual meeting
Hart W. Baitis	67	Director	Annual meeting
Jeffrey Wright	47	Director	Annual meeting
Craig Thomas	42	Director	Annual meeting

Business Experience of Directors and Executive Officers

John C. Lawrence. Mr. Lawrence has been the president and a director since our inception in 1969. Mr. Lawrence was the president and a director of AGAU Mines, Inc., our corporate predecessor. He is a member of the Society of Mining Engineers and a recipient of the Uuno Sahinen Silver Medallion Award presented by Butte Tech, University of Montana. He has a vast background in mining, milling, smelting, chemical processing and oil and gas.

Gary D. Babbitt. Mr. Babbitt has experience in the mining industry with approximately 30 years dealing with joint ventures, purchases, royalty leases and contracts. He has a working knowledge of Spanish and has negotiated supply and mining agreements in Mexico. Mr. Babbitt has a B.A. from the Albertson College of Idaho, and earned his J.D. from the University of Chicago.

Russell C. Lawrence. Mr. Lawrence has experience in applied physics, mining, refining, excavation, electricity, electronics, and building contracting. He graduated from the University of Idaho in 1994 with a degree in physics, and worked for the Physics Department at the University of Idaho for a period of 10 years. He has also worked as a building contractor and for USAC at the smelter and laboratory at Thompson Falls, for USAMSA in the construction and operation of the USAMSA smelter in Mexico, and for Antimonio de Mexico, S. A. de C. V. at the San Miguel Mine in Mexico.

Hart W. Baitis. Mr. Baitis graduated from the University of Oregon in 1971 with a B.S. in Geology, and was awarded a Ph. D. in Geology in 1976. He has 35 years of experience as an exploration geologist in the United States, Canada, Central America, and Mexico. Mr. Baitis is experienced in numerous geologic environments and terrains, and has been involved in all phases of exploration, ranging from field geologist, consultant, management, and acquisition team director.

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Whitney Ferer.  Mr. Ferer was nominated to the board of USAC in February 2012. He worked for 34 years for Aaron Ferer & Sons Co. headquartered in Omaha, Nebraska, where he was the Vice President of Operations and Senior Trader, as well  Vice Chairman of the Board of AF&S Co..  He has been involved in the patenting of various processes for the breakdown of plastics and metal recovery, and was Vice President of the Lead & Zinc Division of AF&S.  In addition, Mr. Ferer has been active in the trading of all metals, and facilitated the opening of eight offices in the Far East and China for AF&S.  Mr. Ferer has recently opened his own company W.H. Ferer Co., LLC.   He is one of the largest traders of antimony metal and oxides in the United States and, additionally, he handles approximately 20-30 elements in various forms and grades.

Jeffrey D. Wright. Mr. Wright graduated from North Carolina University in 1991, and from the University of Southern California, Marshall School of Business (MBA) in 2004. Mr. Wright was a naval officer from 1991 through 1996, serving aboard the aircraft carrier USS Carl Vinson and the destroyer USS John Young. After duty in the military, Mr. Wright held successively more responsible positions in the securities and finance industry. From 2011 through 2013 he was the managing director metals and mining research for Global Hunter Securities, and he held the same position for H.C. Wainwright for 2013 through 2015.

Craig W. Thomas. Mr. Thomas is a professional investor with fifteen years of investing experience.  He is currently the co-founder of Shareholder Advocates for Value Enhancement and the managing member of various investment partnerships.   Mr. Thomas is currently a director of Full House Resorts, Inc.  Mr. Thomas earned a B.A. from Stanford University and an M.B.A. from the Graduate School of Business at Stanford University.

Alicia Hill. Ms. Hill was hired by the Company in 2006 as an accounting assistant, and was eventually promoted to chief accountant responsible for the recording of transactions for three companies. In 2011, she was appointed Company Controller, Secretary, and Treasurer. Ms. Hill has guided the Company through the listing on the NYSE-MKT, in the addition of a new division in Mexico, and has been the liaison with the Company’s auditors through a progressively complicated reporting process.

Daniel L. Parks. Mr. Parks graduated from the University of Idaho in 1974 with a B.S. in Accounting, and was licensed as a certified public accountant in 1976. He worked as an auditor for Coopers & Lybrand for three years, as controller for a lumber manufacturing company for one year, and owned his own accounting practice for thirty years. Mr. Parks was extensively involved in auditing and financial statement preparation during this time.

John C. Gustaven. Mr. Gustaven graduated from Rutgers University in 1970 with a BS in chemistry and started work for Harshaw Chemical (purchased by Amspec Chemical Corporation), a major producer of antimony trioxide. Mr. Gustaven took engineering courses from 1976 through 1980, and became president and treasurer of the company in 1983. He was promoted CEO in 1990. Mr. Gustaven designed a new type of production furnace for antimony trioxide that eventually produced 20 million pounds of antimony trioxide per year. Mr. Gustaven is conversant in Spanish, Chinese, and other languages, and travelled to many countries as part of his duties as president of Amspec Chemical Corporation. Mr. Gustaven came to work at United States Antimony Corporation in November of 2011.

Matt Keane. Mr. Keane graduated from Mankato State University in 1978 with degrees in geography and environmental studies. Mr. Keane was owner of a construction business and a retail building supply business before becoming the director of sales for United States Antimony Corporation in 2000. Mr. Keane has developed the Company’s growing zeolite sales through Bear River Zeolite and the increase in the Company’s share of the domestic market for antimony products.

We are not aware of any involvement by our directors or executive officers during the past five years in legal proceedings that are material to an evaluation of the ability or integrity of any director or executive officer.

Board Meetings and Committees Our Board of Directors held four (4) regular meetings during the 2016 calendar year. Each incumbent director attended all of the meetings held during the 2016 calendar year, in the aggregate, by the Board and each committee of the Board of which he was a member.

Our Board of Directors established an Audit Committee on December 10, 2011. It consists of four members, Gary Babbitt (Chairman), Whitney Ferer, Jeffrey Wright, and Craig Thomas. None of the Audit Committee members are involved in our day-to-day financial management. Jeffrey Wright and Craig Thomas are considered financial experts.

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During 2011, the Board also established a Compensation Committee and a Nominating Committee.

Board Member Compensation Following is a summary of fees, cash payments, stock awards, and other reimbursements to Directors during the year ended December 31, 2016:

Directors Compensation

Name and Principal Position	Fees Earned or paid in Cash	Stock Awards	Total Fees, Awards, and Other Compensation
John C. Lawrence, Chairman		$25,000	$25,000
Gary D. Babbitt, Director	$21,750	$25,000	$46,750
Russell Lawrence, Director		$25,000	$25,000
Hartmut Baitis, Director		$25,000	$25,000
Whitney Ferer, Director		$25,000	$25,000
Jeffrey Wright, Director		$25,000	$25,000
Craig Thomas, Director		$18,750	$18,750
Totals	$21,750	$168,750	$190,500

Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and the holders of 10% or more of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and stockholders holding more than 10% of our common stock are required by the regulation to furnish us with copies of all Section 16(a) forms they have filed. Based solely on our review of copies of Forms 3, 4 and 5 furnished to us, Mr. Baitis, Mr. Babbitt, Mr. Ferer, and Mr. Russell Lawrence did not file timely Forms 3, 4 or Form 5 reports during 2016 and 2015.

Code of Ethics

The Company has adopted a Code of Ethics that applies to the Company's executive officers and its directors. The Company will provide, without charge, a copy of the Code of Ethics on the written request of any person addressed to the Company at: United States Antimony Corporation, P.O. Box 643, Thompson Falls, MT 59873.

Item 11 Executive Compensation

Summary Compensation Table

The Securities and Exchange Commission requires the following table setting forth the compensation paid by USAC to its principal executive officer for fiscal years ended December 31, 2015 and 2014.

Name and Principal Position	Year	Salary	Bonus	Stock Awards (2)	Total
John C. Lawrence,	2016	$141,000	N/A	$25,000	$166,000
President and Chief Executive Officer	2015	$141,000		$25,000	$166,000
John C. Gustaven,	2016	$100,000	N/A		$100,000
Executive Vice President	2015	$100,000			$100,000
Russell Lawrence,	2016	$120,000	N/A	$25,000	$145,000
Vice President for Latin America	2015	$120,000		$25,000	$145,000

 (2) 

These figures represent the fair value, as of the date of issuance, the annual director's fees for John C. Lawrence and Russell Lawrence payable in shares of USAC's common stock.

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Compensation for all executive officers, except for the President/CEO position, is recommended to the compensation committee of the Board of Directors by the President/CEO. The compensation committee makes the recommendation for the compensation of the President/CEO. The compensation committee has identified a peer group of mining companies to aid in reviewing the President’s compensation recommendations for executives, and for reviewing the compensation of the President/CEO. The full Board approves the compensation amounts recommended by the compensation committee. Currently, the executive managements’ compensation only includes base salary and health insurance. The Company does not have annual performance based salary increases, long term performance based cash incentives, deferred compensation, retirement benefits, or disability benefits. For the year ended December 31, 2015, Russell Lawrence (VP) received an increase in base compensation of $15,000 annually. The Board of Directors determined that Mr. Lawrence’s compensation for the prior years was not adequate for the duties assigned to Mr. Russell as the Vice President for Latin America, and that a raise was appropriate to compensate for management of the Latin American operations.

Two executive officers, the President/CEO and the Vice-President for the Latin American operations, receive restricted stock awards for their services as Board members.

The following table sets forth information concerning the outstanding equity awards at December 31, 2016, held by our principal executive officer. There were not any other outstanding equity awards or plan based awards to officers or

directors as of December 31, 2016.

Option Awards
	Number of Securities Underlying
	Unexercised Options		Number of Securities	Average
	Exercisable	Unexercisable	Underlying Unexercised	Exercise	Expiration
Name	#	#	Unearned Options	Price	Date
John C. Lawrence	250,000	0	0	$0.25	None
(Chairman of the Board of Directors and Chief Executive Officer)

Item 12 Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding beneficial ownership of our common stock as of March 30, 2017, by (i) each person who is known by us to beneficially own more than 5% of our Series B, C, and D preferred stock or common stock; (ii) each of our executive officers and directors; and (iii) all of our executive officers and directors as a group. Unless otherwise stated, each person's address is c/o United States Antimony Corporation, P.O. Box 643, 47 Cox Gulch, Thompson Falls, Montana 59873.

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Title of Class	Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership	Percent of Class (1)	Percent of all Voting Stock
Common Stock	Reed Family Limited Partnership 328 Adams Street Milton, MA 02186	4,018,335	5.95%	5.80%
Common Stock	The Dugan Family c/o A.W. Dugan 1415 Louisana Street, Suite 3100 Houston, TX 77002	6,362,927(3)	9.43%	9.19%
Series B Preferred	Excel Mineral Company P.O. Box 3800 Santa Barbara, CA 93130	750,000(5)	100.00%	N/A
Series C Preferred	Richard A. Woods 59 Penn Circle West Penn Plaza Apts. Pittsburgh, PA 15206	48,305(4)	27.10%	*
Series C Preferred	Dr. Warren A. Evans 69 Ponfret Landing Road Brooklyn, CT 06234	32,203(4)	18.10%	*
Series C Preferred	Edward Robinson 1007 Spruce Street, 1st floor Philadelphia, PA 19107	32,203(4)	18.10%	*
Series C Preferred	All Series C Preferred Shareholders as a Group	177,904(4)	100.00%	*
	John C. Lawrence	4,343,607(2)	68.59%	6.27%
	Russell Lawrence	343,145	5.42%	*
	Hart Baitis	233,680	3.69%	*
	Garry Babbitt	271,486	4.29%	*
Common Stock	Whitney Ferer	162,500	2.57%	*
	Jeffrey Wright	130,320	2.06%	*
	Mathew Keane	10,300	0.16%	*
	Daniel Parks	264,500	4.18%	*
	Craig Thomas	572,711	9.04%	*
Common Stock	All Directors and Executive Officers as a Group	6,332,249	100.00%	9.16%
	John C. Lawrence	1,590,672(4)	90.80%	2.29%
Series D Preferred	Leo Jackson	102,000	5.80%	*
	Garry Babbitt	58,333	3.40%	*
Series D Preferred	All Series D Preferred Shareholders as a Group	1,751,005(4)	100.00%	2.52%
	All Directors and Executive Officers as a Group	6,332,249(2)	78.38%	9.16%
Common Stock and Preferred Stock w/ voting rights		-	-	-
	All preferred Shareholders that are officers or directors	1,751,005(4)	21.62%	2.52%
Common and Preferred Voting Stock	All Directors and Executive Officers as a Group	8,083,254	100.00%	11.69%

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(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. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of March 31, 2017, are deemed outstanding for computing the percentage of the person holding options or warrants but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of 67,066,278shares of common stock, 750,000 shares of Series B Preferred Stock, 177,904 shares of Series C Preferred Stock, and 1,751,005 shares of Series D Preferred Stock outstanding on March 30, 2017. Total voting stock of 68,245,187 shares is a total of all the common stock issued, and all of the Series C and Series D Preferred Stock outstanding at March 31, 2017.

(2)

Includes 4,031,107 shares of common stock and 250,000 stock purchase warrants. Excludes 183,324 shares owned by the estate of Mr. Lawrence's sister, as to which Mr. Lawrence disclaims beneficial ownership.

(3)

Includes shares owned by the estate of Al W. Dugan and shares owned by companies owned and controlled by the estate of Al W. Dugan. Excludes 183,333 shares owned by Lydia Dugan as to which the estate of Mr. Dugan disclaims beneficial ownership.

(4)

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

(5)

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.

Item 13    Certain Relationships and Related Transactions

Described below are transactions during the last two years to which we are a party and in which any director, executive officer or beneficial owner of five percent (5%) or more of any class of our voting securities or relatives of our directors, executive officers or five percent (5%) beneficial owners has a direct or indirect material interest. See also transactions described in notes 4, 9, 10, 11, 12, 15 and 19 to our Financial Statements as of December 31, 2015.

On March 23, 2015, the Company issued the Board members 183,825 shares of the Company’s common stock for services in 2014 with a value of $125,000.

During 2015, the Company awarded, but did not issue, common stock with a value at December 31, 2015, of $137,500 to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $137,500 in director compensation expense.

On March 31 and August 11, 2015, the Company issued Herbert Denton, the Company investor relations consultant, 5,000 and 100,000 shares, respectively, of the Company’s common stock in exchange for services. On September 30, 2105, a note receivable for $30,000 due from Mr. Denton for was cancelled, and $30,000 was deleted from additional paid in capital.

In March of 2016 the Company issued the Board members 550,000 shares of the Company’s common stock at $0.25 per share for services in 2015 with a value of $137,500.

In December of 2016, the Company issued Daniel Parks, the Company’s Chief Financial Officer, 200,000 shares of the Company’s common stock valued at $54,000 to retain his services for a two year period. As part of the agreement, Mr. Parks’ hours worked and normal compensation will be reduced.

During 2016, the Company awarded, but did not issue, common stock with a value at December 31, 2016, of $168,750 to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $168,750 in director compensation expense. In March of 2017, at a price of $0.40 per share, the directors were issued 421,875 shares for 2016.

We reimbursed John C. Lawrence, a director and Chief Executive Officer, for operational and maintenance expenses incurred in connection with our use of equipment owned by Mr. Lawrence, including welding trucks, backhoes, and an aircraft. Reimbursements for 2016 and 2015 totaled $16,791 and $32,397, respectively.

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Item 14    Principal Accountant Fees and Services

The Company's Board of Directors and audit committee reviews and approves audit and permissible non-audit services performed by DeCoria, Maichel & Teague P.S., as well as the fees charged by DeCoria, Maichel & Teague P.S. for such services. In its review of non-audit service fees and its appointment of DeCoria, Maichel & Teague P.S. as the Company's independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining DeCoria, Maichel & Teague P.S. independence. All of the services provided and fees charged by DeCoria, Maichel & Teague P.S. in 2016 were pre-approved by the Board of Directors and its audit committee.

Audit Fees

The aggregate fees billed by DeCoria, Maichel & Teague P.S. for professional services for the audit of the annual financial statements of the Company and the reviews of the financial statements included in the Company's quarterly reports on Form 10-Q for 2016 and 2015 were $134,985 and $151,741, respectively, net of expenses.

Audit-Related Fees

There were no other fees billed by DeCoria, Maichel & Teague P.S. during the last three fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements and not reported under "Audit Fees" above.

Tax Fees

The aggregate fees billed by DeCoria, Maichel & Teague P.S. during the last two fiscal years for professional services rendered by DeCoria, Maichel & Teague P.S. for tax compliance for 2016 and 2015 were $12,695 and $10,115, respectively.

All Other Fees

There were no other fees billed by DeCoria, Maichel & Teague P.S. during the last two fiscal years for products and services provided by DeCoria, Maichel & Teague P.S

35

Item 15. Exhibits and Reports on Form 8-K

Exhibit Number	Description
3.01	Articles of Incorporation of USAC, filed as an exhibit to USAC's Form 10-KSB for the fiscal year ended December 31, 1995 (File No.001-08675), are incorporated herein by this reference.
3.02	Amended and Restated Bylaws of USAC, filed as an exhibit to amendment No. 2 to USAC's Form SB-2 Registration Statement (Reg. No. 333-45508) are incorporated herein by this reference.
3.03	Articles of Correction of Restated Articles of Incorporation of USAC.
3.04	Articles of Amendment to the Articles of Incorporation of United States Antimony Corporation, filed as an exhibit to USAC's Form 10-QSB for the quarter ended September 30, 2002 (File No. 001-08675), are incorporated herein by this reference.
4.01	Key Employees 2000 Stock Plan, filed as an exhibit to USAC's Form S-8 Registration Statement filed on March 10, 2000 (File No. 333-32216) is incorporated herein by this reference.

Documents filed with USAC's Annual Report on Form 10-KSB for the year ended December 31, 1995 (File No. 001-08675), are incorporated herein by this reference:

10.1	Yellow Jacket Venture Agreement
10.11	Agreement Between Excel-Mineral USAC and Bobby C. Hamilton
10.12	Letter Agreement

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10.13	Columbia-Continental Lease Agreement Revision
10.14	Settlement Agreement with Excel Mineral Company
10.15	Memorandum Agreement
10.16	Termination Agreement
10.17	Amendment to Assignment of Lease (Geosearch)
10.18	Series B Stock Certificate to Excel-Mineral Company, Inc.
10.19	Division Order and Purchase and Sale Agreement
10.2	Inventory and Sales Agreement
10.21	Processing Agreement
10.22	Release and settlement agreement between Bobby C. Hamilton and United States Antimony Corporation
10.23	Columbia-Continental Lease Agreement
10.24	Release of Judgment
10.25	Covenant Not to Execute
10.26	Warrant Agreements filed as an exhibit to USAC's Annual Report on Form 10-KSB for the year ended December 31, 1996 (File No. 001-08675), are incorporated herein by this reference
10.27	Letter from EPA, Region 10 filed as an exhibit to USAC's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997 (File No. 001-08675) is incorporated herein by this reference
10.28	Warrant Agreements filed as an exhibit to USAC's Annual Report on Form 10-KSB for the year ended December 31, 1997 (File No. 001-08675) are incorporated herein by this reference
10.3	Answer, Counterclaim and Third-Party Complaint filed as an exhibit to USAC's Quarterly Report on Forms 10-QSB for the quarter ended September 30, 1998 (File No. 001-08675) is incorporated herein by this reference

Documents filed with USAC's Annual Report on Form 10-KSB for the year ended December 31, 1998 (File No. 001-08675), are incorporated herein by this reference:

10.31	Warrant Issue-Al W. Dugan
10.32	Amendment Agreement

Documents filed with USAC's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999 (File No. 001-08675) is incorporated herein by this reference:

10.33	Warrant Issue-John C. Lawrence
10.34	PVS Termination Agreement

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Documents filed as an exhibit to USAC's Form 10-KSB for the year ended December 31, 1999 (File No. 001-08675) are incorporated herein by this reference:

10.35	Maguire Settlement Agreement
10.36	Warrant Issue-Carlos Tejada
10.37	Warrant Issue-Al W. Dugan
10.38	Memorandum of Understanding with Geosearch Inc.
10.39	Factoring Agreement-Systran Financial Services Company
10.4	Mortgage to John C. Lawrence
10.41	Warrant Issue-Al W. Dugan filed as an exhibit to USAC's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000 (File No. 001-08675) is incorporated herein by this reference
10.42	Agreement between United States Antimony Corporation and Thomson Kernaghan & Co., Ltd. filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference
10.43	Settlement agreement and release of all claims between the Estate of Bobby C. Hamilton and United States Antimony Corporation filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference.
10.44	Supply Contracts with Fortune America Trading Ltd. filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference
10.45	Amended and Restated Agreements with Thomson Kernaghan & Co., Ltd, filed as an exhibit to amendment No. 3 to USAC's Form SB-2 Registration Statement (Reg. No. 333-45508), are incorporated herein by this reference
10.46	Purchase Order from Kohler Company, filed as an exhibit to amendment No. 4 to USAC's Form SB-2 Registration Statement (Reg. No. 333-45508) are incorporated herein by this reference

Documents filed as an exhibit to USAC's Form 10-QSB for the quarter ended June 30, 2002 (File No. 001-08675) are incorporated herein by this reference:

10.47	Bear River Zeolite Company Royalty Agreement, dated May 29, 2002
10.48	Grant of Production Royalty, dated June 1, 2002
10.49	Assignment of Common Stock of Bear River Zeolite Company, dated May 29, 2002
10.5	Agreement to Issue Warrants of USA, dated May 29, 2002
10.51	Secured convertible note payable - Delaware Royalty Company dated December 22, 2003*
10.52	Convertible note payable - John C. Lawrence dated December 22, 2003*
10.53	Pledge, Assignment and Security Agreement dated December 22, 2003*
10.54	Note Purchase Agreement dated December 22, 2003*

38

14	Code of Ethics*
31.1	Rule 13a-14(a)/15d-14(a) Certifications
	Certification of John C. Lawrence*
32.1	Section 1350 Certifications
	Certification of John C. Lawrence*
44.1	CERCLA Letter from U.S. Forest Service filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference and filed as an exhibit to USAC's Form 10-KSB for the year ended December 31, 1995 (File No. 1-8675) is incorporated herein by this reference

* Filed herewith.

Reports on Form 8-K

Item 5    Other Events - October 10, 2003.

39

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)
Date: March 31, 2017	By:	/s/ John C. Lawrence
		John C. Lawrence
		President, Director, and Principal Executive Officer
Date: March 31, 2017	By:	/s/ Daniel L. Parks
		Daniel L. Parks
		Chief Financial Officer
Date: March 31, 2017	By:	/s/ Alicia Hill
		Alicia Hill
		Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: March 31, 2017	By:	/s/ John C. Lawrence
		John C. Lawrence
		Director and President (Principal Executive)
Date: March 31, 2017	By:	/s/ Whitney Ferer
		Whitney Ferer
		Director
Date: March 31, 2017	By:	/s/ Gary Babbitt
		Gary Babbitt
		Director
Date: March 31, 2017	By:	/s/ Hart Baitis
		Hart Baitis
		Director
Date: March 31, 2017	By:	/s/ Russell Lawrence
		Russell Lawrence
		Director
Date: March 31, 2017	By:	/s/ Jeffrey Wright
		Jeffrey Wright
		Director
Date: March 31, 2017	By:	/s/ Craig Thomas
		Craig Thomas
		Director

40

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of United States Antimony Corporation:

We have audited the accompanying consolidated balance sheets of United States Antimony Corporation and Subsidiaries (“the Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of United States Antimony Corporation and Subsidiaries as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/: DeCoria, Maichel & Teague, P.S.

DeCoria, Maichel & Teague, P.S.

Spokane, Washington

March 27, 2017

F-1

United States Antimony Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2016 and 2015

ASSETS
	2016	2015
Current assets:
Cash and cash equivalents	$10,057	$133,543
Certificates of deposit	251,641	250,414
Accounts receivable, net	552,119	422,673
Inventories	855,637	1,094,238
Other current assets	23,101	235,458
Total current assets	1,692,555	2,136,326
Properties, plants and equipment, net	15,695,966	16,030,333
Restricted cash for reclamation bonds	63,274	76,012
Other assets	314,203	17,530
Total assets	$17,765,998	$18,260,201
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks issued and payable	$35,682	$-
Accounts payable	1,797,251	1,629,972
Due to factor	150,399	13,782
Accrued payroll, taxes and interest	213,695	221,446
Other accrued liabilities	122,968	141,545
Payables to related parties	14,525	32,396
Deferred revenue	78,730	78,730
Notes payable to bank	167,317	130,672
Income taxes payable (Note 13)	410,510	-
Long-term debt, current portion, net of discount	391,046	181,287
Total current liabilities	3,382,123	2,429,830
Long-term debt, net of discount and current portion	1,472,869	1,717,745
Hillgrove advances payable (Note 10)	1,134,221	1,254,846
Stock payable to directors for services	168,750	137,500
Asset retirement obligations and accrued reclamation costs	265,782	260,327
Total liabilities	6,423,745	5,800,248
Commitments and contingencies (Note 4, 10 and 15)
Stockholders' equity:
Preferred stock $0.01 par value, 10,000,000 shares authorized:
Series A: -0- shares issued and outstanding	-	-
Series B: 750,000 shares issued and outstanding
(liquidation preference $915,000 and $907,500
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: 1,751,005 shares issued and outstanding
(liquidation preference $4,920,178 and $4,879,029
respectively)	17,509	17,509
Common stock, $0.01 par value, 90,000,000 shares authorized;
67,066,278 and 66,316,278 shares issued and outstanding, respectively	670,662	663,162
Additional paid-in capital	36,074,733	35,890,733
Accumulated deficit	(25,429,930)	(24,120,730)
Total stockholders' equity	11,342,253	12,459,953
Total liabilities and stockholders' equity	$17,765,998	$18,260,201

The accompanying notes are an integral part of these consolidated financial statements.

 

F-2

United States Antimony Corporation and Subsidiaries

Consolidated Statements of Operations

For the years ended December 31, 2016 and 2015

	2016	2015
REVENUES	$11,890,135	$13,109,003
COST OF REVENUES	11,353,484	13,521,363
GROSS PROFIT (LOSS)	536,651	(412,360)
OPERATING EXPENSES:
General and administrative	681,487	736,265
Salaries and benefits	483,937	436,897
Gain on liability adjustment (Note 5)	-	(914,770)
Hillgrove advance - earned credit (Note 10)	(120,329)	(142,170)
Professional fees	308,078	280,415
TOTAL OPERATING EXPENSES	1,353,173	396,637
INCOME (LOSS) FROM OPERATIONS	(816,522)	(808,997)
OTHER INCOME (EXPENSE):
Other income	-	5,200
Interest income	1,437	6,383
Interest expense	(160,795)	-
Factoring expense	(35,182)	(41,117)
TOTAL OTHER INCOME (EXPENSE)	(194,540)	(29,534)
INCOME (LOSS) BEFORE INCOME TAXES	(1,011,062)	(838,531)
INCOME TAX PROVISION	(298,138)	-
NET INCOME (LOSS)	(1,309,200)	(838,531)
Preferred dividends	(48,649)	(48,649)
Net income (loss) available to
common stockholders	$(1,357,849)	$(887,180)
Net income (loss) per share of
common stock:
Basic and diluted	$(0.02)	$(0.01)
Weighted average shares outstanding:
Basic and diluted	66,781,757	66,207,241

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3

United States Antimony Corporation and Subsidiaries

Consolidated Statement of Changes in Stockholders' Equity

For the years ended December 31, 2016 and 2015

					Additional	Notes Receivable
	Total Preferred Stock		Common Stock		Paid	For	Accumulated
	Shares	Amount	Shares	Amount	In Capital	Stock Sales	Deficit	Total
Balances, December 31, 2014	2,678,909	$26,788	66,027,453	$660,274	$35,740,671	$(150,000)	$(23,282,199)	$12,995,534
								-
Issuance of common stock to directors for services			183,825	1,838	123,162			125,000
Issuance of common stock to consultant for services and settlement agreement			105,000	1,050	56,900			57,950
Forgiveness of note receivable					(30,000)	30,000		-
Cash received on notes receivable						120,000		120,000
Net loss							(838,531)	(838,531)
Balances, December 31, 2015	2,678,909	$26,788	66,316,278	$663,162	$35,890,733	$-	$(24,120,730)	$12,459,953
Issuance of common stock to directors for services			550,000	5,500	132,000			137,500
Issuance of common stock to chief financial officer			200,000	2,000	52,000			54,000
Net loss							(1,309,200)	(1,309,200)
Balances, December 31, 2016	2,678,909	$26,788	67,066,278	$670,662	$36,074,733	$-	$(25,429,930)	$11,342,253

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4

United States Antimony Corporation and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2016 and 2015

Cash Flows From Operating Activities:	2016	2015
Net income (loss)	$(1,309,200)	$(838,531)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization	999,737	932,786
Amortization of debt discount	70,590	-
Gain on sale of equipment	-	(5,200)
Bad debt expense	-	18,668
Hillgrove advance earned credit	(120,329)	(142,170)
Accretion of asset retirement obligation	5,455	5,137
Common stock issued for services	54,000	57,950
Common stock accrued for directors fees	168,750	137,500
Non-cash miscellaneous income	(1,595)	-
Change in:
Accounts receivable	(129,446)	13,333
Inventories	238,601	339,301
Other current assets	212,356	(194,357)
Other assets	(296,673)	49,382
Accounts payable	167,280	(191,701)
Accrued payroll, taxes and interest	(7,751)	86,201
Other accrued liabilities	(18,577)	66,115
Income taxes payable	410,510	-
Payables to related parties	(17,871)	24,039
Net cash provided by operating activities	425,837	358,453
Cash Flows From Investing Activities:
Redemption of reclamation bonds	12,810	-
Proceeds from sale of equipment	-	5,200
Purchase of properties, plants and equipment	(595,839)	(1,709,237)
Net cash used by investing activities	(583,029)	(1,704,037)
Cash Flows From Financing Activities:
Net proceeds from factor	136,617	468
Proceeds from Hillgrove advances	-	1,198,445
Proceeds from notes payable to bank, net	36,645	130,672
Principal payments of long-term debt	(175,238)	(94,141)
Checks issued and payable	35,682	-
Received on notes receivable for stock sales	-	120,000
Net cash provided by financing activities	33,706	1,355,444
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS	(123,486)	9,860
Cash and cash equivalents at beginning of year	133,543	123,683
Cash and cash equivalents at end of year	$10,057	$133,543
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid in cash (net of amount capitalized)	$14,694
Income taxes paid in cash	13,090
Noncash investing and financing activities:
Properties, plants & equipment acquired with long-term debt	42,735	$1,061,479
Properties, plants & equipment acquired with accrued liability		36,619
Imputed interest capitalized as property, plant and equipment	26,796	57,088
Properties, plants & equipment acquired with other long term assets		586,893
Common stock payable issued to directors	137,500	125,000
Forgiveness of note receivable for stock sales		30,000

The accompanying notes are an integral part of these consolidated financial statements.

F-5

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

1. Background of Company and Basis of Presentation

AGAU Mines, Inc., predecessor of United States Antimony Corporation ("USAC" or "the Company"), was incorporated in June 1968 as a Delaware corporation to mine gold and silver. USAC was incorporated in Montana in January 1970 to mine and produce antimony products. In June 1973, AGAU Mines, Inc. was merged into USAC. In December 1983, the Company suspended its antimony mining operations when it became possible to purchase antimony raw materials more economically from foreign sources. The principal business of the Company has been the production and sale of antimony products.

During 2000, the Company formed a 75% owned subsidiary, Bear River Zeolite Company ("BRZ"), to mine and market zeolite and zeolite products from a mineral deposit in southeastern Idaho. In 2001, an operating plant was constructed at the zeolite site and zeolite production and sales commenced. During 2002, the Company acquired the remaining 25% of BRZ and continued to produce and sell zeolite products.

During 2005, the Company formed a 100% owned subsidiary, Antimonio de Mexico S.A. de C.V. (“AM”), to explore and develop potential antimony properties in Mexico.

During 2006, the Company acquired 100% ownership in United States Antimony, Mexico S.A. de C.V. (“USAMSA”), which became a wholly-owned subsidiary of the Company.

2. Concentrations of Risk

	For the Year Ended
Sales to Largest Customers	December 31, 2016	December 31, 2015
Mexichem Specialty Compounds Inc.	$2,108,998	$3,142,586
East Penn Manufacturing Inc	1,147,854	1,236,250
Kohler Corporation	1,474,854	1,736,914
	$4,731,706	$6,115,750
% of Total Revenues	39.80%	46.70%

Largest Accounts Receivable	December 31, 2016	December 31, 2015
Gopher Resources		$141,570
GE Lighting	$162,582
Teck American Inc		80,946
Kohler Corporation	151,500
Wildfire Construction		43,327
	$314,082	$265,843
% of Total Receivables	83.90%	62.90%

The Company's revenues from antimony sales are strongly influenced by world prices for such commodities, which fluctuate and are affected by numerous factors beyond the Company's control, including inflation and worldwide forces of supply and demand. The aggregate effect of these factors is not possible to predict accurately.

3. Summary of Significant Accounting Policies

Principles of Consolidation

The Company's consolidated financial statements include the accounts of BRZ, USAMSA and AM, all wholly-owned subsidiaries. Intercompany balances and transactions are eliminated in consolidation.

F-6

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

3. Summary of Significant Accounting Policies, Continued:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant and critical estimates include property, plant and equipment depreciation and impairment, accounts receivable allowance, deferred income taxes, income taxes payable, environmental remediation liabilities and asset retirement obligations. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers cash in banks and investments with original maturities of three months or less when purchased to be cash equivalents.

Restricted Cash

Restricted cash at December 31, 2016 and 2015 consists of cash held for reclamation performance bonds, and is held as certificates of deposit with financial institutions.

Accounts Receivable

Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through an allowance for doubtful accounts. Changes to the allowance for doubtful accounts are based on management’s judgment, considering historical write-offs, collections and current credit conditions. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable. Payments received on receivables subsequent to being written off are considered a bad debt recovery.

Inventories

Inventories at December 31, 2016 and 2015 consisted of finished antimony products, antimony metal, antimony concentrates, antimony ore, and finished zeolite products, and are stated at the lower of first-in, first-out weighted average cost or estimated net realizable value. Finished antimony products, antimony metal and finished zeolite products costs include raw materials, direct labor and processing facility overhead costs and freight allocated based on production quantity. Stockpiled ore is carried at the lower of average cost or net realizable value. Since the Company's antimony inventory is a commodity with a sales value that is subject to world prices for antimony that are beyond the Company's control, a significant change in the world market price of antimony could have a significant effect on the net realizable value of inventories. The Company periodically reviews its inventories to identify excess and obsolete inventories and to estimate reserves for obsolete inventories as necessary to reflect inventories at net realizable value.

Translations of Foreign Currencies

All amounts are presented in United States (US) Dollars, and the US Dollar is the functional currency of the Company and its foreign subsidiaries. All transactions are carried out in US Dollars, or translated at the time of the transaction.

F-7

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

3. Summary of Significant Accounting Policies, continued:

Going Concern Consideration

At December 31, 2016, our financial statements show that we have negative working capital of approximately $1.7 million and accumulated deficit of approximately $25.4 million.  In addition, we have incurred losses for the prior three years.  These factors indicate that there may be doubt regarding our ability to continue as a going concern for the next twelve months. 

During the year ended December 31, 2016, we endured some of the lowest prices for antimony in the past seven years, with an average sales price for our products of only $2.98 per pound of metal contained.  As of late March 2017, the price for antimony metal contained is approximately $4.00 per pound.  While we experience an increase in our raw material cost in the United States as a result, most of the $1.02 market increase will result in increased cash flow.

In addition, we have cut costs for our labor at our Mexico locations which will result in a lower cost of raw material from Mexico. These cuts have resulted from not processing concentrates from Hillgrove Mines of Australia LTD in 2017. This has resulted in a large reduction in our work force at our Madero smelter, along with a significant decrease in our operating costs for fuel, natural gas, electricity, and reagents. Although our total production in Mexico will decrease due to the lack of Hillgrove concentrates, we are ramping up production from our own mining properties. We are currently on schedule to have seventeen small rotating furnaces in operation by the second quarter of 2017.

In addition, we have implemented wage and other cost reductions across at the corporate level that will decrease our administrative costs in 2017. We expect to continue paying a low cost for propane in Montana, which in years past has been a major operating cost.

In 2017, we have negotiated a reduced monthly lease cost for the Wadley mine of approximately $11,600 a decrease from $23,200 per month.  In addition, we paid the final installment to purchase mining concessions in the Los Juarez mining area.  In 2015 and 2016, we paid $100,000 and $68,600, respectively, for these concession rights.

We believe that our current circumstances and actions taken by management will enable us to be actively operating for the next twelve months.

Properties, Plants and Equipment

Properties, plants and equipment are stated at historical cost and are depreciated using the straight-line method over estimated useful lives of two to thirty years. Vehicles and office equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to twelve years. Maintenance and repairs are charged to operations as incurred. Betterments of a major nature are capitalized. Expenditures for new property, plant, equipment, and improvements that extend the useful life or functionality of the asset are capitalized. The Company capitalized $665,370 and $3,451,317 in plant construction and other capital costs for the years ended December 31, 2016 and 2015, respectively. These amounts include capitalized interest of $35,305 and $66,965, respectively. When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations.

Mineral properties are amortized over the estimated economic life of the mineral resource using the straight-line method, based upon estimated lives of the properties, or the units-of-production method, based upon estimated units of mineral resource.

F-8

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

3. Summary of Significant Accounting Policies, continued:

Management of the Company periodically reviews the net carrying value of all of its long-lived assets. These reviews consider the net realizable value of each asset or group to determine whether a permanent impairment in value has occurred and the need for any asset write-down. An impairment loss is recognized when the estimated future cash flows (undiscounted and without interest) expected to result from the use of an asset are less than the carrying amount of the asset. Measurement of an impairment loss is based on the estimated fair value of the asset if the asset is expected to be held and used.

Mineral Rights

The costs to obtain the legal right to explore, extract and retain at least a portion of the benefits from mineral deposits are capitalized as mineral rights in the year of acquisition. These capitalized costs are amortized on the statement of operations using the straight line method over the expected life of the mineral deposit when placed into production. Mineral rights are assessed for impairment when facts and circumstances indicate that the potential for impairment exists. No impairment has been indicated for the years ended December 31, 2016 or 2015 as a result of this assessment. Mineral rights are subject to write down in the period the property is abandoned.

Exploration and Development

The Company records exploration costs as operating expenses in the period they occur, and capitalizes development costs on discrete mineralized bodies that have proven reserves in compliance with Securities and Exchange Commission Industry Guide 7, and are in development or production.

Asset Retirement Obligations and Reclamation Costs

All of the Company's mining operations are subject to reclamation and remediation requirements. Minimum standards for mine reclamation have been established by various governmental agencies. Costs are estimated based primarily upon environmental and regulatory requirements and are accrued. The liability for reclamation is classified as current or noncurrent based on the expected timing of expenditures. Reclamation differs from an asset retirement obligation in that no associated asset is recorded in the case of reclamation liabilities.

It is reasonably possible that because of uncertainties associated with defining the nature and extent of environmental contamination, application of laws and regulations by regulatory authorities, and changes in remediation technology, the ultimate cost of remediation and reclamation could change in the future. The Company continually reviews its accrued liabilities for such remediation and reclamation costs as evidence becomes available indicating that its remediation and reclamation liability has changed.

The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of long-lived assets if it is probable that such costs will be incurred and they are reasonably estimable. A corresponding asset is also recorded and depreciated over the life of the assets on a straight line basis. After the initial measurement of the asset retirement obligation, the liability will be adjusted to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts included in determination of fair value is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates, and the Company’s credit-adjusted risk-free interest rates.

Revenue Recognition

Sales of antimony and zeolite products are recorded upon shipment and when title passes to the customer. Prepayments received from customers prior to the time that products are processed and shipped are recorded as deferred revenue. When the related products are shipped, the amount recorded as deferred revenue is recognized as revenue. The Company's sales agreements do not provide for product returns or allowances.

Sales of precious metals are recognized when pervasive evidence of an arrangement exists, the price is reasonably determinable, the product has been delivered, no obligations remain, and collection is reasonably assured.

F-9

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

3. Summary of Significant Accounting Policies, continued:

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 consideration received or the fair value of the common stock issued, whichever is more readily determinable.

Income Taxes

Income taxes are accounted for under the liability method. Under this method, deferred income tax liabilities or assets are determined at the end of each period using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

The Company applies generally accepted accounting principles for recognition of uncertainty in income taxes and prescribing a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return.

Income (Loss) Per Common Share

Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including warrants to purchase the Company's common stock and convertible preferred stock. Management has determined that the calculation of diluted earnings per share for the years ended December 31, 2016, and 2015, does not add any shares to basic weighted average shares.

As of December 31, 2016 and 2015, potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share are as follows:

	December 31, 2016	December 31, 2015
Warrants	250,000	250,000
Convertible preferred stock	1,751,005	1,751,005
Total possible dilution	2,001,005	2,001,005

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, certificates of deposits, restricted cash, due to factor, 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 upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no financial assets or liabilities that are adjusted to fair value on a recurring basis.

F-10

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

3. Summary of Significant Accounting Policies, continued:

Recent Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements—Going Concern. The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company adopted the ASU No. 2014-15 on December 31, 2016.

In May 2014, the FASB issued ASU No. 2014-09 Revenue Recognition, replacing guidance currently codified in Subtopic 605-10 Revenue Recognition-Overall with various SEC Staff Accounting Bulletins providing interpretive guidance. The guidance establishes a new five step principle-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. ASU No. 2014-09 is effective for annual and interim reporting periods beginning after December 15, 2017. We are in the process of evaluating this guidance and our method of adoption.

In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory. The update provides for inventory to be measured at the lower of cost and net realizable value, and is effective for the fiscal years beginning after December 15, 2016. We do not believe that this will have an impact on our consolidated financial statements when adopted.

In November 2015, the FASB issued ASU No. 2015-17 Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). The update is designed to reduce complexity of reporting deferred income tax liabilities and assets into current and non-current amounts in a statement of financial position. The FASB has proposed the presentation of deferred income taxes, changes to deferred tax liabilities and assets be classified as non-current in the statement of financial position. The update is effective for fiscal years beginning after December 15, 2016. ASU No. 2015-17 is not expected to have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of implementing this update on the consolidated financial statements.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Reclassifications

Certain reclassifications have been made to conform prior year’s data to the current year’s presentation. These reclassifications have no effect on previously reported operations, stockholders’ equity (deficit) or cash flows.

F-11

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

4.          

Accounts Receivable and Due to Factor

The Company factors designated trade receivables pursuant to a factoring agreement with LSC Funding Group L.C., an unrelated factor (the “Factor”).  The agreement specifies that eligible trade receivables are factored with recourse. The performance of all obligations and payments to the factoring company is personally guaranteed by John C. Lawrence, the Company’s President and Chairman of the Board of Directors. Selected trade receivables are submitted to the factor, and the Company receives 85% of the face value of the receivable by wire transfer. Upon payment by the customer, the remainder of the amount due is received from the Factor, less a one-time servicing fee of 2% for the receivables factored.  This servicing fee is recorded on the consolidated statement of operations in the period of sale to the factor.  

Trade receivables assigned to the Factor are carried at the original invoice amount less an estimate made for doubtful accounts.  Under the terms of the recourse provision, the Company is required to reimburse the Factor, upon demand, for factored receivables that are not paid on time.  Accordingly, these receivables are accounted for as a secured financing arrangement and not as a sale of financial assets.  

Receivables, net of allowances, are presented as current assets and the amount potentially due to the Factor is presented as a secured financing in current liabilities.

Accounts Receivble	December 31, 2016	December 31, 2015
Accounts receivable - non factored	$401,720	$412,922
Accounts receivable - factored with recourse	150,399	13,782
less allowance for doubtful accounts	-	(4,031)
Accounts receivable - net	$552,119	$422,673

Factoring fees paid by the Company during the years ended December 31, 2016 and 2015, were $35,182 and $41,117, respectively. For the years ended December 31, 2016 and 2015, net accounts receivable of approximately $1.80 million and $2.10 million, respectively, were sold under the agreement.

Proceeds from the sales were used to fund inventory purchases and operating expenses. The agreement is for a term of one year with automatic renewal for additional one-year terms.

5. Inventories

The major components of the Company's inventories at December 31, 2016 and 2015 were as follows:

	2016	2015
Antimony Metal	$112,300	$102,207
Antimony Oxide	326,126	332,068
Antimony Concentrates	30,815	133,954
Antimony Ore	181,815	319,631
Total antimony	651,056	887,860
Zeolite	204,581	206,378
	$855,637	$1,094,238

At December 31, 2016 and 2015, antimony metal consisted principally of recast metal from antimony-based compounds, and metal purchased from foreign suppliers. Antimony oxide inventory consisted of finished product oxide held at the Company's plant. Antimony concentrates and ore were held primarily at sites in Mexico and are essentially raw material, carried at cost. At December 31, 2015, antimony inventory was valued at net realizable value. The Company's zeolite inventory consists of salable zeolite material held at BRZ's Idaho mining and production facility, and is carried at cost.

F-12

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

5. Inventories, continued:

Gain on Liability Adjustment

During the first quarter of 2015, we noted that the amounts we were being invoiced by our Canadian supplier did not appear to be in compliance with our understanding of what we should be paying for the raw material supplied by them. We determined that since April of 2012 the supplier had been billing us for the entire amount of pounds of antimony delivered to us, even though we believed that we should only pay for 90% of the delivered antimony since we lose approximately 10% in processing. We contacted the supplier, and after a mutual review and modification of information that we had supplied to them, the supplier proposed a settlement of $914,770 to be credited against amounts we owed them. We agreed to the settlement amount and recorded it as a reduction of an account payable to the supplier and recognized a gain on liability adjustment in our statement of operations.

6. Properties, Plants and Equipment

The major components of the Company's properties, plants and equipment at December 31, 2016 and 2015 are shown below:

	Antimony Segment		Zeolite Segment
2016	USAC	USAMSA	BRZ	TOTAL
Plant & Equipment	$908,578	$7,943,686	$3,477,260	$12,329,524
Buildings	247,210	900,992	349,946	1,498,148
Mineral Rights and Interests	-	3,793,502	3,664	3,797,166
Land & Other	3,274,572	2,529,294	15,310	5,819,176
	4,430,360	15,167,474	3,846,180	23,444,014
Accumulated Depreciation	(2,538,257)	(2,836,164)	(2,373,627)	(7,748,048)
	$1,892,103	$12,331,310	$1,472,553	$15,695,966

2015	USAC	MEXICO	BRZ	TOTAL
Plant & Equipment	$872,548	$7,497,791	$3,347,629	$11,717,968
Buildings	247,210	900,992	349,946	1,498,148
Mineral Rights and Interests	-	3,743,352	-	3,743,352
Land & Other	3,274,572	2,529,294	15,310	5,819,176
	4,394,330	14,671,429	3,712,885	22,778,644
Accumulated Depreciation	(2,456,928)	(2,131,624)	(2,159,759)	(6,748,311)
	$1,937,402	$12,539,805	$1,553,126	$16,030,333

At December 31, 2016 and 2015, the Company had $521,376 and $891,576, of assets that were considered to be construction in progress and had not yet been depreciated. The majority of this amount relates to equipment not yet placed in service.

F-13

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

7.            

Asset Retirement Obligation and Accrued Reclamation Costs

Changes to the Asset Retirement Obligation balance during 2016 and 2015 are as follows:

Asset Retirement Obligation
Balance December 31, 2014	$147,690
Accretion during 2015	5,137
Balance December 31, 2015	152,827
Accretion during 2016	5,455
Balance December 31, 2016	$158,282

The Company’s total asset retirement obligation and accrued reclamation costs of $265,782 and $260,327, at December 31, 2016 and 2015, respectively, include reclamation obligations for the Idaho and Montana operations of $107,500.

8.          

Long-Term Debt:

Long-Term debt at December 31, 2016 and 2015, is as follows:	December 31,	December 31,
	2016	2015
Note payable to First Security Bank, bearing interest at 6%;
payable in monthly installments of $917; maturing
September 2018; collateralized by equipment.	$18,245	$27,845
Note payable to Caterpillar Financial Services, bearing interest at 6%;
payable in monthly installments of $1,300; maturing
August 2019; collateralized by equipment.	40,556	-
Note payable to Wells Fargo Bank, bearing interest at 4%;
payable in monthly installments of $477; original maturity date of
December 2016; collateralized by equipment.	473	5,399
Note payable to De Lage Landen Financial Services,
bearing interest at 5.30%; payable in monthly installments of $549;
original maturity date of March 2016; collateralized by equipment.	-	2,171
Note payable to De Lage Landen Financial Services,
bearing interest at 3.51%; payable in monthly installments of $655;
maturing September 2019; collateralized by equipment.	20,581	27,587
Note payable to De Lage Landen Financial Services,
bearing interest at 3.51%; payable in monthly installments of $655;
maturing December 2019; collateralized by equipment.	22,944	29,300
Note payable to Phyllis Rice, bearing interest
at 1%; payable in monthly installments of $2,000;
original maturity date of March 2015; collateralized by equipment.	14,146	14,146
Obligation payable for Soyatal Mine, non-interest bearing,
annual payments of $100,000 or $200,000 through 2019, net of discount.	776,319	820,272
Obligation payable for Guadalupe Mine, non-interest bearing,
annual payments from $60,000 to $149,078 through 2026, net of discount.	970,651	972,312
	1,863,915	1,899,032
Less current portion	(391,046)	(181,287)
Long-term portion	$1,472,869	$1,717,745

F-14

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

8.          

Long-Term Debt, Continued:

At December 31, 2016, principal payments on debt are due as follows:

Year Ending December 31,
2017	$391,046
2018	260,232
2019	307,081
2020	198,436
2021	108,150
Thereafter	598,970
	$1,863,915

Guadalupe Mine

On March 7, 2012 and on April 4, 2012, the Company entered into a supply agreement and a loan agreement, respectively, (“the Agreements”) with several individuals collectively referred to as ‘Grupo Roga’ or ‘Guadalupe.’ During the term of the supply agreement the Company funded certain of Guadalupe’s equipment purchases, tax payments, labor costs, milling and trucking costs, and other expenses incurred in the Guadalupe mining operations for approximately $112,000. In addition to the advances for mining costs, the Company purchased antimony ore from Guadalupe that failed to meet agreed upon antimony metal recoveries and resulted in approximately $475,000 of excess advances paid to Guadalupe.

The Agreements with Guadalupe granted the Company an option to purchase the concessions outright for $2,000,000. On September 29, 2015, the Company notified the owners of Guadalupe that it was exercising the option to purchase the Guadalupe property. The option exercise agreement allowed the Company to apply all amounts previously due the Company by Guadalupe of $586,893 to the purchase price consideration, resulting in a net obligation for the purchase of the Guadalupe mine of $1,413,107. The Company is obligated to make annual payments that vary from $60,000 to $149,077 annually through 2026. The debt payments are non-interest bearing. In 2015, the Company determined the net present value of the future contractual stream of payments to be $972,722 using a 6% discount rate. The Company recorded $972,722 as the cost of the concessions and the debt payable equal to total payments due of $1,413,107 less a discount of $440,385. The discount is being amortized to interest expense using the effective interest method over the life of the debt. During the years ended December 31, 2016 and 2015, the Company paid $60,000 and $15,000 on this debt, respectively, and amortized $58,339 and $14,591, respectively, of discount.

9.            

Notes Payable to Bank

At December 31, 2016 and 2015, the Company had the following notes payable to bank:
	December 31,	December 31,
	2016	2015
Promissory note payable to First Security Bank of Missoula,
bearing interest at 3.150%, payable on demand, collateralized
by a lien on Certificate of Deposit	$76,350	$36,881
Promissory note payable to First Security Bank of Missoula,
bearing interest at 3.150%, payable on demand, collateralized
by a lien on Certificate of Deposit	90,967	93,791
Total notes payable to the bank	$167,317	$130,672

These notes are personally guaranteed by John C. Lawrence the Company’s President and Chairman of the Board of Directors. The maximum amount available for borrowing under each note is $99,998.

F-15

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

10.          

Hillgrove Advances Payable

On November 7, 2014, the Company entered into a loan and concentrate processing agreement with Hillgrove Mines Pty Ltd of Australia (Hillgrove) by which Hillgrove advanced the Company funds to be used to expand their smelter in Madero, Mexico, and in Thompson Falls, Montana, so that they may process antimony and gold concentrates produced by Hillgrove’s mine in Australia. The agreement required that the Company construct equipment so that it can process approximately 200 metric tons of concentrate initially shipped by Hillgrove, with a provision so that the Company may expand to process more than that. The parties agreed that the equipment will be owned by USAC and USAMSA. The agreement called for the Company to sell the final product for Hillgrove, and Hillgrove to have approval rights of the customers for their products. The agreement allows the Company to recover its operating costs at a rate approved by Hillgrove, and to charge a 7.5% processing fee and a 2.0% sales commission on each sale. The initial term of the agreement is five years; however, Hillgrove may suspend or terminate the agreement at its discretion. The Company may terminate the agreement and begin using the furnaces for their own production if Hillgrove fails to recommence shipments within 365 days of a suspension notice.

The terms of the agreement require payment upon Hillgrove’s issuance of a stop notice. If a stop notice was issued between one year and two years, there was a formula to prorate the repayment amount from 0% to 81.25%. If a stop order is issued after two years, the repayment obligation is 81.25% of the funds advanced at that point. No stop notice was issued during the initial two year period ended November 7, 2016, thus the Company’s obligation to Hillgrove is 81.25% of total advanced funds. Through December 31, 2016, Hillgrove advanced the Company a total of $1,396,721, resulting in a net liability of $1,134,221 which is 81.25% of monies advanced. The difference between the amount advanced and the amount payable of $262,500 was recorded as deferred earned credit and recognized ratably through the period ending November 7, 2016. During the year ended December 31, 2016 and 2015, $120,329 and $142,171 of the deferred earned credit was recognized. Based on conversations with Hillgrove, management does not anticipate receiving a stop notice in 2017 thus the entire amount is classified as long term.

11. 

Stockholders' Equity

Issuance of Common Stock for Cash

The Company did not issue any common stock for cash in 2015 or 2016.

Issuance of Common Stock for Services to Directors and Consultants

On December 30, 2015, the Company awarded shares of unregistered common stock to be paid to its directors for services during 2015, having a fair value of $125,000, based on the stock price at the date declared. In March of 2016 the Company issued the Board members 550,000 shares of the Company’s common stock at $0.25 per share for services in 2015 with a value of $137,500.

During 2015, the Company issued 105,000 shares to Herbert Denton for investor relations services provided and in connection with the Settlement Agreement (Note 15). The shares estimated fair value at the time of issue was approximately $27,950.

In December of 2016, the Company issued Daniel Parks, the Company’s Chief Financial Officer, 200,000 shares of the Company’s common stock valued at $54,000 to retain his services for a two year period. As part of the agreement, Mr. Parks’ hours worked and normal compensation will be reduced.

During 2016, the Company awarded common stock with a value at December 31, 2016 of $168,750 to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $168,750 as director compensation expense and accrued stock payable. In March 2017, the directors were issued 421,875 shares for this award.

F-16

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

11. Stockholders' Equity, Continued:

Common Stock Warrants

The Company's Board of Directors has the authority to issue stock warrants for the purchase of preferred or unregistered common stock to directors and employees of the Company.

At December 31, 2016 and 2015, warrants for purchase of 250,000 shares of the Company’s common stock for $0.25 per share are outstanding and have no expiration date. These warrants are owned by the Company’s president. During 2015, warrants for purchase of 476,917 shares of common stock for $4.50 expired.

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

During 1993, the Board established a Series B preferred stock, consisting of 750,000 shares. The Series B preferred stock has preference over the Company's common stock and Series A preferred stock (none of which are outstanding); has no voting rights (absent default in payment of declared dividends); and is entitled to cumulative dividends of $0.01 per share per year, payable if and when declared by the Board of Directors. During the years ended December 31, 2016 and 2015 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, 2016 and 2015, cumulative dividends in arrears on the outstanding Series B shares were $165,000 and $157,500, respectively.

Series C

During 2000, the Board established a Series C preferred stock, consisting of 205,996 shares. In 2002, 28,092 shares were converted to common stock and cancelled, leaving 177,904 Series C preferred shares authorized and outstanding. The Series C preferred stock has preference over the Company’s common stock and has voting rights equal to that number of shares outstanding, but no conversion or dividend rights. In the event of dissolution or liquidation of the Company, the preferential amount payable to Series C preferred stockholders is $0.55 per share.

Series D

During 2002, the Board established a Series D preferred stock, authorizing the issuance of up to 2,500,000 shares. The Series D preferred stock has preference over the Company’s common stock but is subordinate to the liquidation preferences of the holders of the Company’s outstanding Series A, Series B and Series C preferred stock. Series D preferred stock carries voting rights and is entitled to annual dividends of $0.0235 per share. The dividends are cumulative and payable after payment and satisfaction of the Series A, B and C preferred stock dividends. No dividends have been declared or paid with respect to the Series D preferred stock. At December 31, 2016 and 2015, the cumulative dividends in arrears on the 1,751,005 outstanding Series D shares were $542,664 and $501,515, respectively, payable if and when declared by the Board of Directors. In the event of dissolution or liquidation of the Company, the preferential amount payable to Series D preferred stockholders is $2.50 per share. At December 31, 2016 and 2015, the liquidation preference for Series D preferred stock was $4,920,178 and $4,879,029, respectively. Holders of the Series D preferred stock have the right, subject to the availability of authorized but unissued common stock, to convert their shares into shares of the Company's common stock on a one-to-one basis without payment of additional consideration and are not redeemable unless by mutual consent. The majority of Series D preferred shares are held by John Lawrence, president of the Company.

F-17

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

12. 2000 Stock Plan

In January 2000, the Company's Board of Directors resolved to create the United States Antimony Corporation 2000 Stock Plan ("the Plan"). The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility and to provide additional incentive to employees, directors and consultants to promote the success of the Company's business. The maximum number of shares of common stock or options to purchase common stock that may be issued pursuant to the Plan is 500,000. At December 31, 2016 and 2015, 300,000 shares of the Company's common stock had been previously issued and are outstanding under the Plan. There were no issuances under the Plan during 2016 and 2015.

13. Income Taxes

Domestic and foreign components of income (loss) from operations before income taxes for the years ended December 31, 2016 and 2015, are as follows:

	2016	2015
Domestic	$(263,652)	$982,901
Foreign	(747,410)	(1,821,432)
Total	$(1,011,062)	$(838,531)

At December 31, 2016 and 2015, the Company had net deferred tax assets as follows:

	2016	2015
Deferred tax assets:
Foreign exploration costs	$47,011	$87,494
Foreign net operating loss carry forward	1,309,445	2,515,954
Domestic net operating loss carry forward	465,145	185,472
Deferred tax assets	1,821,601	2,788,920
Valuation allowance (foreign)	(1,309,445)	(2,515,954)
Valuation allowance (domestic)	(299,522)	(90,220)
Total deferred tax assets	212,634	182,746
Deferred tax liabilities:
Property, plant, and equipment	(210,912)	(181,224)
Other	(1,722)	(1,522)
Total deferred tax liabilities	(212,634)	(182,746)
Net Deferred Tax Assets	$-	$-

At December 31, 2016, the Company has federal net operating loss (“NOL”) carry forwards of approximately $0.9 million that expire at various dates between 2026 and 2037. In addition, the Company has Montana state net operating loss carry forwards of approximately $2.9 million which expire between 2017 and 2023, and Idaho state net operating loss carry forwards of approximately $1.2 million, which expire between 2032 and 2037. The Company has approximately $4.3 million of Mexican net operating loss carry forwards which expire between 2023 and 2026.

At December 31 2016 and 2015, 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, 2016 and 2015.

F-18

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

13. Income Taxes, continued:

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax loss for the years ended December 31, 2016 and 2015, due to the following:

	2016	2015
Tax benefit at federal statutory rate	$(353,872)	$(293,486)
State income tax effect	(21,754)	(32,283)
Foreign income tax effect	37,371	91,072
Non-deductible items	3,263	-
Percentage depletion	(40,976)	-
Change in valuation allowance - Domestic	151,745	(311,732)
Change in valuation allowance - Foreign	224,223	546,429
Foreign tax assessment	285,048	-
Alternative minimum tax - Domestic	13,090	-
Total	$298,138	$-

Change in valuation allowance is comprised of the following:
	2016	2015
Domestic
Change in deferred tax asset for current year	$(151,745)	$(166,547)
Adjustment for prior year tax estimate to actual	(57,557)	(145,185)
	$(209,302)	$(311,732)
Foreign
Change in deferred tax asset for current year	$(224,223)	$589,613
Adjustment for impact of tax assessment	285,048	-
Impact on change in foreign exchange rate	421,643	366,591
Adjustment for prior year tax estimates to actual	724,041	(409,775)
	$1,206,509	$546,429

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 is approximately $666,400 in U.S. Dollars (“USD”) as of December 31, 2016. Approximately $285,000 USD of the total assessment is interest and penalties. SAT’s assessment is based on the disallowance of specific costs that the Company deducted on the 2013 USAMSA income tax return. These disallowed costs were incurred by the Company for USAMSA’s business operations. SAT claims that the costs were not deductible or were not supported by appropriate documentation.

Management has reviewed the assessment notice from SAT and believes numerous findings have no merit. The Company has engaged accountants and tax attorneys in Mexico to defend its position. An appeal has been filed which is expected to be completed during 2017.

F-19

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

13. Income Taxes, continued:

At December 31, 2016, management has estimated possible outcomes for this assessment and believes it will ultimately pay an amount ranging from 30% of the total assessment to the total assessed amount. The Company’s agreement with the tax professionals is that the professionals will receive 30% of the amount of tax relief they are able to achieve. At December 31, 2016, we have accrued a potential liability of $410,510 USD of which $285,048 is for unpaid income taxes, $75,510 is for interest expense, and $49,952 is for penalties. The amount accrued represents management’s best estimate of the amount that will ultimately be paid. The outcome could vary from this estimate. In addition, fluctuation in exchange rates have an ongoing impact on the amount the Company will pay in U.S. dollars. At March 17, 2017, the assessed amount is approximately $712,000 in U.S dollars.

If an issue addressed during the SAT audit is resolved in a manner inconsistent with management expectations, the Company will adjust its net operating loss carryforward, or accrue any additional penalties, interest, and tax associated with the audit. Our tax professionals in Mexico have reviewed and filed tax returns with the SAT for 2014 and 2015, and have advised us that they do not expect us to have a tax liability for those years relating to similar issues.

During the years ended December 31, 2016 and 2015, there were no material uncertain tax positions taken by the Company. The Company United States income tax filings are subject to examination for the years 2014 through 2016, and 2013 through 2016 in Mexico. The Company charges penalties on assessments to general and administrative expense and charges interest to interest expense.

14. Related-Party Transactions

The Company’s President and Chairman, John Lawrence, rents equipment and an aircraft to the Company and charges the Company for lodging and meals provided to consultants, customers and other parties by an entity that Mr. Lawrence owns. The amount due to Mr. Lawrence as of December 31, 2016 and 2015 was $14,525 and $32,396, respectively. Expenses paid to Mr. Lawrence for the years ended December 31, 2016 and 2015 were $16,791 and $30,844, respectively.

15. Commitments and Contingencies

In 2005, Antimonio de Mexico, S. A. (“AM”) signed an option agreement that gives AM the exclusive right to explore and develop the San Miguel I and San Miguel II concessions for annual payments. Total payments will not exceed $1,430,344, reduced by taxes paid. During the years ended December 31, 2016 and 2015, $65,000 and $127,500, respectively, was paid and capitalized as mineral rights in accordance with the Company’s accounting policies. At December 31, 2016, the Company has made all of the required payments under the agreement.

In June of 2013, the Company entered into a lease to mine antimony ore from concessions located in the Wadley Mining district in Mexico. The lease calls for a mandatory term of one year and requires payments of $10,500 plus IVA tax per month. The lease is renewable each year with a 15 day notice to the lessor, and agreement of terms. The lease was renewed in June of 2016.

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. At December 31, 2016 and 2015, the Company has no accruals relating to such assessments.

In prior years, the Company utilized Providence Capital, Inc., a Delaware corporation (“Providence”), and Herbert A. Denton to provide investor relations services.  On April 1, 2015, we entered into an agreement with

F-20

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

15. Commitments and Contingencies

Providence to provide us services as our Investor Relations Representative.  We terminated this agreement in May 2015, and signed a Settlement Agreement dated July 27, 2015, and a Supplemental Settlement Agreement dated August 1, 2015.  These agreements provided for a payment to Mr. Denton of 100,000 shares of the Company’s common stock and $25,000 to be paid in five equal installments. On August 31, 2015, we issued 100,000 shares of common stock valued at $0.55 per share or $55,000 to Mr. Denton.  On October 12, 2015, we served Mr. Denton with a notice of material breach of the termination agreements and suspended the remaining payments of $15,000. We have subsequently filed an action in federal court to force Mr. Denton to comply with the terms of the termination agreements and for damages related to his non-compliance.  Subsequent to the Company’s filing, Mr. Denton filed a counterclaim against the Company seeking an award for damages for breach of contract, conversion, defamation of character, failure to exercise business judgement and intentional infliction of emotional duress and damage to reputation. We have settled with Mr. Denton for a cash payment of $10,000 and the removal of all restrictions on the 100,000 shares of common stock we previously issued to him.

16. Business Segments

The Company is currently organized and managed by four segments, which represent the three operating units: United States antimony operations, Mexican antimony operations and United States zeolite operations, and separate segment for revenue received from the sale of precious metals recovered from the antimony process. The Company’s precious metals segment was added as a new reporting segment in 2016. The precious metals activity has been reclassified from the antimony segment for 2015. The Company’s Other operating costs include general and administrative expenses, freight and delivery, and other non-production related costs. Other income and expense consists primarily of interest income and expense and factoring expense.

The Madero smelter and Puerto Blanco mill at the Company’s Mexico operation brings antimony up to an intermediate stage, which is then shipped to the United States operation for finishing and sales at the Thompson Falls, Montana plant. The Zeolite operation produces Zeolite near Preston, Idaho. Almost all of the sales of products from the United States antimony and Zeolite operations are to customers in the United States. Precious metal revenues are from sales to customers in the United States and Canada.

Segment disclosures regarding sales to major customers and for property, plant, and equipment are located in Notes 2 and 6, respectively.

Properties, plants	December 31,	December 31,
and equipment, net:	2016	2015
Antimony
United States	$1,892,103	$1,937,402
Mexico	12,331,310	12,539,805
Subtotal Antimony	14,223,413	14,477,207
Zeolite	1,472,553	1,553,126
Total	$15,695,966	$16,030,333

Total Assets:	December 31, 2016	December 31, 2015
Antimony
United States	$2,693,614	$2,676,263
Mexico	13,027,952	13,400,895
Subtotal Antimony	15,721,566	16,077,158
Zeolite	2,044,432	2,183,043
Total	$17,765,998	$18,260,201

F-21

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

16. Business Segments, Continued:

	For the year ended	For the year ended
Capital expenditures:	December 31, 2016	December 31, 2015
Antimony
United States	$36,028	$33,028
Mexico	496,046	3,435,002
Subtotal Antimony	532,074	3,468,030
Zeolite	133,296	196,238
Total	$665,370	$3,664,268

Segment Operations for the	Antimony	Antimony	Precious	Bear River
Year ended December 31, 2016	USA	Mexico	Metals	Zeolite	Totals
Total revenues	$8,740,602	$3,568	$672,871	$2,473,094	$11,890,135
Depreciation and amortization	81,328	704,541	-	213,868	999,737
Income (loss) from operations	4,048,193	(5,109,734)	-	245,019	(816,522)
Income tax expense	(13,090)	(285,048)	-	-	(298,138)
Other income (expense)	(34,262)	(149,165)	-	(11,113)	(194,540)
NET INCOME (LOSS)	$2,859,972	$(5,133,439)	$672,871	$233,907	$(1,309,200)

Segment Operations for the	Antimony	Antimony	Precious	Bear River
Year ended December 31, 2015	USAC	Mexico	Metals	Zeolite	Totals
Total revenues	$9,856,398	$7,535	$491,426	$2,753,644	$13,109,003
Depreciation and amortization	61,819	649,526	-	221,441	932,786
Income (loss) from operations	4,990,865	(6,311,265)	-	511,403	(808,997)
Other income (expense):	(24,280)	-	-	(5,255)	(29,534)
NET INCOME (LOSS)	$4,475,160	$(6,311,265)	$491,426	$506,148	$(838,531)

F-22