UNITED STATES ANTIMONY CORP 10-Q

uamy_10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File No. 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 (Address of principal executive offices) Registrant’s telephone number: ( 406 ) 827-3523 Securities registered pursuant to Section 12(g) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, $0.01 par value UAMY NYSE American 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 ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Small Reporting Company ☒ Emerging Growth Company ☐ Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒ APPLICABLE ONLY TO CORPORATE ISSUERS: At August 16, 2021, the registrant had outstanding 106,005,234 shares of par value $0.01 common stock. UNITED STATES ANTIMONY CORPORATION QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2021 TABLE OF CONTENTS PART I – FINANCIAL INFORMATION Item 1: Financial Statements (unaudited) 3 Item 2: Management’s Discussion and Analysis of Results of Operations and Financial Condition 18 Item 3: Quantitative and Qualitative Disclosure about Market Risk 23 Item 4: Controls and Procedures 23 PART II – OTHER INFORMATION Item 1: Legal Proceedings 24 Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 24 Item 3: Defaults upon Senior Securities 24 Item 4: Mine Safety Disclosures 24 Item 5: Other Information 24 Item 6: Exhibits and Reports on Form 8-K 24 SIGNATURE 25 CERTIFICATIONS [The balance of this page has been intentionally left blank.] 2 Table of Contents PART I-FINANCIAL INFORMATION Item 1. Financial Statements United States Antimony Corporation and Subsidiaries Consolidated Balance Sheets (Unaudited) June 30, 2021 and December 31, 2020 ASSETS June 30, 2021 December 31, 2020 Current assets: Cash and cash equivalents $ 22,364,607 $ 665,102 Certificates of deposit 44,028 254,212 Accounts receivable 601,315 238,634 Inventories 566,711 650,213 Total current assets 23,576,661 1,808,161 Properties, plants and equipment, net 10,898,313 11,225,594 Restricted cash for reclamation bonds 57,275 57,275 IVA receivable and other assets 223,874 208,472 Total assets $ 34,756,123 $ 13,299,502 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Checks issued and payable $ - $ 86,685 Accounts payable 1,357,304 1,876,874 Accrued liabilities 542,699 635,626 Payables to related party 16,994 227,432 Notes payable to bank - 100,000 Export tax assessment payable - 1,120,730 Hillgrove advances payable (Note 12) - 378,074 Long-term debt, current portion 25,300 52,122 Total current liabilities 1,942,297 4,477,543 Long-term debt, net of current portion 33,200 34,304 Hillgrove advances payable (Note 12) - 756,147 CARES Act note payable - 443,400 Stock payable to directors for services 166,250 110,000 Asset retirement obligations and accrued reclamation costs 293,451 291,719 Total liabilities 2,435,198 6,113,113 Commitments and contingencies (Note 6 and 11) Stockholders' equity: Preferred stock $ 0.01 par value, 10,000,000 shares authorized: Series A: - 0 - shares issued and outstanding - - Series B: 750,000 shares issued and outstanding (liquidation preference $ 945,000 and $ 937,500 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 $ 5,084,770 and $ 5,043,622 respectively) 17,509 17,509 Common stock, $ 0.01 par value, 150,000,000 shares authorized; 106,005,234 and 75,949,757 shares issued and outstanding, respectively 1,060,051 759,496 Additional paid-in capital 63,883,227 39,050,899 Accumulated deficit ( 32,649,141 ) ( 32,650,794 ) Total stockholders' equity 32,320,925 7,186,389 Total liabilities and stockholders' equity $ 34,756,123 $ 13,299,502 The accompanying notes are an integral part of the consolidated financial statements. 3 Table of Contents United States Antimony Corporation and Subsidiaries Consolidated Statements of Operations - Unaudited For the three months ended For the six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 REVENUES $ 2,275,562 $ 1,585,191 $ 3,528,849 $ 3,328,182 COST OF REVENUES 2,079,164 1,601,252 3,120,294 3,243,066 GROSS PROFIT (LOSS) 196,398 ( 16,061 ) 408,555 85,116 OPERATING EXPENSES: General and administrative 290,111 117,959 460,161 319,922 Salaries and benefits 77,278 111,178 153,937 206,147 Other operating expenses - 25 184,037 24,250 Professional fees 61,199 32,652 184,336 117,610 TOTAL OPERATING EXPENSES 428,588 261,814 982,471 667,929 INCOME (LOSS) FROM OPERATIONS ( 232,190 ) ( 277,875 ) ( 573,916 ) ( 582,813 ) OTHER INCOME (EXPENSE): Interest income 13,389 31 21,882 835 Interest expense ( 880 ) ( 6,439 ) ( 3,135 ) ( 11,187 ) Gain on forgiveness of CARES Act debt (Note 14) 443,400 - 443,400 - Grant income - 10,000 - 10,000 Gain on settlement of Hillgrove advance (Note 12) 113,422 - 113,422 - TOTAL OTHER INCOME (EXPENSE) 569,331 3,592 575,569 ( 352 ) NET INCOME (LOSS) 337,141 ( 274,283 ) 1,653 ( 583,165 ) Preferred dividends ( 12,162 ) ( 12,162 ) ( 24,325 ) ( 24,325 ) Net income (loss) available to common stockholders $ 324,979 $ ( 286,445 ) $ ( 22,672 ) $ ( 607,490 ) Net loss per share of common stock Basic and diluted Nil $ (0.01 ) Nil $ ( 0.01 ) Weighted average shares outstanding: Basic 106,315,419 70,177,677 99,513,378 69,937,144 Diluted 108,696,704 70,177,677 99,513,378 69,937,144 The accompanying notes are an integral part of the consolidated financial statements. 4 Table of Contents United States Antimony Corporation and Subsidiaries Consolidated Statement of Changes in Stockholders' Equity For the periods ended June 30, 2021 and June 30, 2020 (Unaudited) Total Preferred Stock Common Stock Additional Paid Accumulated Total Stockholders' Three months ended June 30, 2021 Shares Amount Shares Amount In Capital Deficit Equity Balances, April 1, 2021 2,678,909 $ 26,788 105,963,567 $ 1,059,634 $ 63,856,560 $ ( 32,986,282 ) $ 31,956,700 Common stock issued upon exercise of warrants - - 41,667 417 26,667 - 27,084 Net income - - - - - 337,141 337,141 Balances, June 30, 2021 2,678,909 $ 26,788 106,005,234 $ 1,060,051 $ 63,883,227 $ ( 32,649,141 ) $ 32,320,925 Total Preferred Stock Common Stock Additional Paid Accumulated Total Stockholders' Three months ended June 30, 2020 Shares Amount Shares Amount In Capital Deficit Equity Balances, April 1, 2020 2,678,909 $ 26,788 69,911,436 $ 699,114 $ 37,167,730 $ ( 29,672,872 ) $ 8,220,760 Issuance of common stock to Directors - - 295,463 2,954 127,529 - 130,483 Net loss - - - - - ( 274,283 ) ( 274,283 ) Balances, June 30, 2020 2,678,909 $ 26,788 70,206,899 $ 702,068 $ 37,295,259 $ ( 29,947,155 ) $ 8,076,960 Total Preferred Stock Common Stock Additional Paid Accumulated Total Stockholders' Six months ended June 30, 2021 Shares Amount Shares Amount In Capital Deficit Equity Balances, January 1, 2021 2,678,909 $ 26,788 75,949,757 $ 759,496 $ 39,050,899 $ ( 32,650,794 ) $ 7,186,389 Issuance of common stock for cash - - 26,290,000 262,900 24,734,100 - 24,997,000 Common stock issuance costs - - - - ( 1,654,820 ) - ( 1,654,820 ) Common stock issued upon exercise of warrants - - 3,765,477 37,655 1,753,048 - 1,790,703 Net income - - - - - 1,653 1,653 Balances, June 30, 2021 2,678,909 $ 26,788 106,005,234 $ 1,060,051 $ 63,883,227 $ ( 32,649,141 ) $ 32,320,925 Total Preferred Stock Common Stock Additional Paid Accumulated Total Stockholders' Six months ended June 30, 2020 Shares Amount Shares Amount In Capital Deficit Equity Balances, January 1, 2020 2,678,909 $ 26,788 69,661,436 $ 696,614 $ 37,107,730 $ ( 29,363,990 ) $ 8,467,142 Issuance of common stock upon exercise of warrants - - 250,000 2,500 60,000 - 62,500 Issuance of common stock to Directors - - 295,463 2,954 127,529 - 130,483 Net loss - - - - - ( 583,165 ) ( 583,165 ) Balances, June 30, 2020 2,678,909 $ 26,788 70,206,899 $ 702,068 $ 37,295,259 $ ( 29,947,155 ) $ 8,076,960 The accompanying notes are an integral part of the consolidated financial statements. 5 Table of Contents United States Antimony Corporation and Subsidiaries Consolidated Statements of Cash Flows - Unaudited For the six months ended June 30, 2021 June 30, 2020 Cash Flows From Operating Activities: Net income (loss) $ 1,653 $ ( 583,165 ) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and amortization 442,408 449,648 Accretion of asset retirement obligation 1,732 4,386 Common stock payable for directors fees 56,250 61,733 Gain on settlement of Hillgrove advance ( 113,422 ) - Gain on forgiveness of Cares Act debt ( 443,400 ) - Write-down of inventory to net realizable value 66,054 - Other non-cash items - ( 48 ) Change in: Accounts receivable ( 362,681 ) 50,817 Inventories 17,448 39,890 IVA receivable and other assets ( 15,402 ) ( 43,952 ) Accounts payable ( 519,570 ) ( 256,368 ) Accrued liabilities ( 92,927 ) ( 23,668 ) Export tax assessment payable ( 1,120,730 ) - Payables to related parties ( 154,022 ) 21,405 Net cash (used) by operating activities ( 2,236,609 ) ( 279,322 ) Cash Flows From Investing Activities: Proceeds from redemption of certificates of deposit 210,184 - Purchase of properties, plants and equipment ( 115,127 ) ( 200,166 ) Net cash provided (used) by investing activities 95,057 ( 200,166 ) Cash Flows From Financing Activities: Change in checks issued and payable ( 86,685 ) 142,530 Payments on advances from related party ( 56,416 ) ( 46,160 ) Proceeds from note payable-SBA - 443,400 Proceeds from issuance of common stock, net of issuance costs 23,342,180 - Proceeds from exercise of warrants 1,790,703 - Payments on Hillgrove advances payable ( 1,020,799 ) - Borrowing on notes payable to bank - ( 31,135 ) Principal paid on notes payable to bank ( 100,000 ) ( 21,238 ) Principal payments of long-term debt ( 27,926 ) - Net cash provided by financing activities 23,841,057 487,397 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 21,699,505 7,909 Cash and cash equivalents and restricted cash at beginning of period 722,377 172,767 Cash and cash equivalents and restricted cash at end of period $ 22,421,882 $ 180,676 NONCASH INVESTING AND FINANCING ACTIVITIES: Common stock payable issued to directors $ - $ 130,483 Payable to related party satisfied with exercise of stock $ - $ 62,500 The accompanying notes are an integral part of the consolidated financial statements. 6 Table of Contents PART I - FINANCIAL INFORMATION, CONTINUED: United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) 1. Basis of Presentation The unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10‑Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three and six month periods ended June 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. For further information refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Going Concern Consideration At June 30, 2021, the Company’s consolidated financial statements show working capital of approximately $ 21.6 million and an accumulated deficit of approximately $32.6 million. The Company has incurred losses for the past two fiscal years which are principally a result of the Company’s antimony operations due to both depressed antimony prices and production costs incurred in Mexico. To improve conditions, the Company continues searching for areas to reduce these production costs. In the first six months of 2021, the Company raised net proceeds of approximately $ 23.3 million from sale of shares of its common stock and approximately $ 1.8 million from the exercise of stock purchase warrants. These funds have been and will continue to be used for general corporate purposes, working capital, hiring of additional labor, leverage for reducing legacy contracts, additional managerial staff at USAC and BRZ headquarters, a revised website including measures aimed at increased visibility for advertising, more labor at its Mexican smelter, repair and improved infrastructure at the Mexican smelter, potential securement of additional antimony mine reserves in Mexico, and improvement of furnaces in Montana. With the funds raised, management believes the Company has sufficient funds to sustain its operations and meet its financial obligations during the 12 months following the date of issuance of these consolidated financial statements. 2. Developments in Accounting Pronouncements Accounting Standards Updates Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update was adopted as of January 1, 2021, and its adoption did not have a material impact on the Company’s consolidated financial statements. 7 Table of Contents United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) 2. Developments in Accounting Pronouncements, Continued: Accounting Standards Updates to Become Effective in Future Periods In August 2020, the FASB issued ASU No . 2019 - 12 Debt with Conversion and Other Options (Subtopic 470 - 20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815 - 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed 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. 3. Income (Loss) Per Common Share Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share reflects the potential dilution that could occur if stock warrants were exercised. The following is a reconciliation of the numerator and denominator used in the basic and diluted computation of net income (loss) per share: Three months ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net income (loss) available to shareholders $ 324,979 $ ( 286,445 ) $ ( 22,672 ) $ ( 607,490 Denominator: Basic weighted average shares outstanding 106,315,419 70,177,677 99,513,378 69,937,144 Incremental shares 2,381,285 - - - Diluted weighted average shares outstanding 108,696,704 70,177,677 99,513,378 69,937,144 Net income (loss) per common share: Basic EPS $ Nil $ ( 0.01 ) $ Nil $ ( 0.01 ) Diluted EPS $ Nil $ ( 0.01 ) $ Nil $ ( 0.01 ) For the three months ended June 30, 2021, common stock equivalent shares consisted of stock warrants and were included in the calculation of diluted earnings per share. For the six months ended June 30, 2021 and three and six month periods ended June 30, 2020, we had no common stock equivalent shares that were dilutive. 8 Table of Contents United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) 4. Revenue Recognition Products consist of the following: • Antimony: includes antimony oxide, sodium antimonate, antimony trisulfide, and antimony metal • Zeolite: includes coarse and fine zeolite crushed in various sizes • Precious Metals: includes unrefined and refined gold and silver Sales of products for the three and six month periods ended June 30, 2021 and 2020 were as follows: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Antimony $ 1,428,939 $ 910,484 $ 2,086,046 $ 2,031,909 Zeolite 716,428 612,715 1,236,375 1,172,075 Precious metals 130,195 61,992 206,428 124,198 $ 2,275,562 $ 1,585,191 $ 3,528,849 $ 3,328,182 The following is sales information by geographic area based on the location of customers for the three and six month periods ended June 30, 2021 and 2020: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 United States $ 1,983,443 $ 1,436,047 $ 3,148,956 $ 3,002,284 Canada 292,119 149,144 379,893 325,898 $ 2,275,562 $ 1,585,191 $ 3,528,849 $ 3,328,182 Sales of products to significant customers were as follows for the three and six month periods ended June 30, 2021 and 2020: For the Three Months Ended For the Six Months Ended Sales to June 30, June 30, June 30, June 30, Largest Customers 2021 2020 2021 2020 Company A 191,421 176,081 489,571 290,372 Company B 702,597 - 702,597 213,322 Company C 190,557 - 518,226 523,660 Company D 194,247 - 194,247 - $ 1,278,822 $ 176,081 $ 1,904,641 $ 1,027,354 % of Total Revenues 56.20 % 11.11 % 53.97 % 30.87 % At June 30, 2021, the Company had a sales order backlog of 1,922 tons of zeolite and 287,000 pounds of antimony. 9 Table of Contents United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) 4. Revenue Recognition, Continued: Accounts receivable from largest customers were as follows at June 30, 2021 and December 31, 2020: Largest Accounts Receivable June 30, 2021 December 31, 2020 Company B $ 172,841 $ - Company E 27,716 - Company F 33,609 68,055 $ 234,166 $ 68,055 % of Total Receivables 38.94 % 28.52 % Our trade accounts receivable balance related to contracts with customers was $ 601,315 at June 30, 2021 and $ 238,634 at December 31, 2020. Our products do not involve any warranty agreements and product returns are not typical. 5. Inventories Inventories at June 30, 2021 and December 31, 2020 consisted primarily of finished antimony products, antimony metal, antimony ore, and finished zeolite products that are stated at the lower of first-in, first-out 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. Inventories at June 30, 2021 and December 31, 2020 are as follows June 30, 2021 December 31, 2020 Antimony Metal $ - $ 268,100 Antimony Oxide 216,020 67,377 Antimony Ore 185,123 95,880 Total antimony 401,143 431,357 Zeolite 165,568 218,856 $ 566,711 $ 650,213 Antimony oxide inventory consisted of finished product oxide held at the Company’s plants in Montana and Mexico. Antimony concentrates and ore were held primarily at sites in Mexico and are essentially raw material. The Company’s zeolite inventory consists of salable zeolite material. At June 30, 2021 and December 31, 2020, the antimony inventory in Mexico was valued at estimated net realizable value. 10 Table of Contents United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) 6. Commitments and Contingencies The Company pays various royalties on the sale of zeolite products. On a combined basis, royalties vary from 8%-13%. During the three and six month periods ended June 30, 2021, the Company had royalty expense of $ 69,437 and $ 131,567 , respectively. During the three and six month periods ended June 30, 2020, the Company had royalty expense of $ 61,468 and $ 125,618 , respectively. At June 30, 2021 and December 31, 2020, the Company had accrued royalties payable of $ 348,734 and $ 434,981 , respectively, which is included in accrued liabilities. The Company is currently in negotiations with certain royalty holders to modify the terms of the agreements. 7. Notes Payable to Bank At June 30, 2021 and December 31, 2020, the Company had the following notes payable to bank: 2021 2020 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 $ - $ 99,999 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 - 1 Total notes payable to the bank $ - $ 100,000 The notes are paid in full as of June 30, 2021 and the lien on the Certificate of Deposit has been released. An amount of $ 210,184 of the Certificate of Deposit was released during the six months ended June 30, 2021 and the cash was transferred to the checking account, leaving a Certificate of Deposits balance of $ 44,028 at June 30, 2021 compared to $ 254,212 at December 31, 2020. 11 Table of Contents United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued: 8. Debt Long-Term debt at June 30, 2021 and December 31, 2020 is as follows: June 30, December 31, 2021 2020 Note payable to Zeo Inc., non interest bearing, payable in 11 quarterly installments of $8,300 with a final payment of $8,700; maturing December 2022; uncollateralized. $ 58,500 $ 66,800 Note payable to Cat Financial Services, bearing interest at 6%; payable in monthly installments of $778; maturing December 2022; collateralized by equipment. - 17,480 Note payable to Phyllis Rice, bearing interest at 1%; payable in monthly installments of $2,000; originally maturing March 2015; collateralized by equipment. - 2,146 58,500 86,426 Less current portion (25,300 ) (52,122 ) Long-term portion $ 33,200 $ 34,304 At June 30, 2021, principal payments on debt are due as follows: 12 Months Ending June 30, Principal Payment 2022 25,300 2023 33,200 $ 58,500 9. Related Party Transactions The Company’s previous President and Chairman rented equipment to the Company and charged the Company for lodging and meals provided to consultants, customers and other parties by an entity that he owned. The amount due to his estate as of June 30, 2021 and December 31, 2020 was $ 0 and $ 171,017 . During the six months ended June 30, 2021, the Company paid off the full amount of $ 171,017 to his estate for reimbursement of these expenses. During 2019, the Company’s previous President and Chairman advanced funds to the Company that had a balance at December 31, 2020 of $ 56,215 . During the six month period ended June 30, 2021, the Company paid First Security Bank on behalf of the Company’s previous President and Chairman $ 56,215 . The balance of the advances due to him at June 30 ,2021 is $ 0 . The Interim Chief Executive Officer of the Company has an advance due from the Company of $ 200 at December 31, 2020. During the six month period ended June 30, 2021, the Company paid $ 200 to him as reimbursement on these advances. During the six months ended June 30, 2021, the Interim President of the Company incurred expenses of $ 16,994 for which he has not yet been reimbursed that are included in payables to related party on the consolidated balance sheet at June 30, 2021. 12 Table of Contents United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued: 10. Stockholder’s Equity In February 2021, the Company sold shares of its common stock in two separate transactions: On February 3, 2021, 15,300,000 shares were sold at $ 0.70 for gross proceeds of $ 10,710,000 ; and on February 18, 2021, 10,990,000 shares were sold at $ 1.30 for gross proceeds of $ 14,287,000 . A total of $ 1,654,820 of cash issuance costs were incurred on these sales. At June 30, 2021 and December 31, 2020, the Company accrued $ 166,250 and $ 110,000 , respectively, in directors’ fees payable that will be paid in common stock. During the three month period ended June 30, 2021, the Company issued 41,667 shares of common stock and received $ 27,084 in cash from the exercise of warrants; no warrants were exercised during the three month period ended June 30, 2020. During the six-month period ended June 30, 2021, the Company issued 3,765,477 shares of common stock and received $ 1,790,703 in cash from the exercise of warrants. For the same period in 2020, the Company issued 250,000 shares of common stock in satisfaction of related party debt of $ 62,500 from the exercise of warrants. Warrants Concurrent with the February 3, 2021 sale of common stock, the Company sold warrants to purchase 7,650,000 shares of common stock at an exercise price of $ 0.85 per share. The warrants are initially exercisable six months following issuance and expire five and one-half years from the issuance date. In connection with the February 2021 sales of common stock, the Company also issued 1,606,500 warrants with an exercise price of $ 0.85 and 804,000 warrants with an exercise price of $ 0.46 as commission to the placement agent. These warrants expire in early 2026. Transactions in common stock purchase warrants for the six month period ended June 30, 2021 and the year ended December 31, 2020 are as follows: Number of Warrants Exercise Prices Balance December 31, 2019 702,041 $0.25 - $0.65 Issued 5,742,858 $ 0.46 Exercised ( 250,000 ) $ 0.25 Balance December 31, 2020 6,194,899 $ 0.46 - $ 0.65 Issued 10,060,500 $ 0.46 - $ 0.85 Exercised ( 3,765,477 ) $ 0.46 - $ 0.65 Balance June 30, 2021 12,489,922 $ 0.46 - $ 0.85 These warrants expire as follows: Shares Exercise Price Expiration Date 143,707 $ 0.65 2022 2,285,715 $ 0.46 2026 9,256,500 $ 0.85 2026 804,000 $ 0.46 2026 12,489,922 13 Table of Contents United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued: 11. Income and Other Taxes Mexican Tax Assessment In 2015, the Mexican tax authority (“SAT”) initiated an audit of the USAMSA’s 2013 income tax return. In October 2016, as a result of its audit, SAT assessed the Company $13.8 million pesos, which was approximately $666,400 in U.S. Dollars (“USD”) as of December 31, 2016. SAT’s assessment was based on the disallowance of specific costs that the Company deducted on the 2013 USAMSA income tax return. The Company engaged accountants and tax attorneys in Mexico to defend its position. The assessment was settled in 2018 with no assessment against the Company. In early 2019, the Company was notified that SAT re-opened its audit of USAMSA’s 2013 income tax return and, in November 2019, SAT assessed the Company $16.3 million pesos, which was approximately $818,000 USD as of June 30, 2021. Management reviewed the 2019 assessment notice from SAT and, similar to the earlier assessment, believes the findings have no merit. The Company engaged a tax attorney in Mexico to defend its position. An appeal was filed by the Company in November 2019 suspending SAT from taking immediate action regarding the assessment. The Company posted a guarantee of the amount in March 2020 as is required under the appeal process. In August 2020, the Company filed a lawsuit against SAT for resolution of the process and, in December 2020, filed closing arguments. Management expects the appeal process to continue through 2021. At June 30, 2021 and December 31, 2020, management assessed the possible outcomes for this tax audit and believes, based on discussions with its tax attorney in Mexico, that the most likely outcome will be that the Company will be successful in its appeal resulting in no tax due. Management determined that no amount should be accrued at June 30, 2021 and December 31, 2020 relating to this potential tax liability. There can be no assurance that the Company’s ultimate liability, if any, will not have a material adverse effect on the Company’s results of operations or financial position. If an issue addressed during the SAT audit is resolved in a manner inconsistent with management expectations, the Company will adjust its current net operating loss carryforward, or accrue penalties, interest, and tax associated with the assessment. Other Taxes In 2016, USAMSA imported coal from the United States to its smelter in Mexico to process Australian concentrates associated with the Hillgrove agreement (Note 12). At that time, the Company applied for and was granted a Maquiladora (IMMEX), in accordance with a Manufacturing and Export Services Industry program offered by the Mexican government to attract and promote foreign investment in Mexico. With the IMMEX, all imported goods to Mexico that are also exported in altered form are exempt from the requirement of paying the 16% tax (IVA). The Company did not pay IVA on any of the imported coal used to process the Australian concentrates. In 2020, the Company was informed by the SAT that it owed the 16% IVA money for all the coal imported for the processing of the Australian concentrates. Additionally, there were penalties and fees that SAT added to the total amount. In late 2020, the Company filed a motion before the Taxpayer’s Defense Agency (PRODECON), but the motion was denied. To avoid exorbitant penalties, the Company elected to pay the assessed amount in early 2021. For the year ended December 31, 2020, the Company recognized an export tax expense of $ 1,120,730 and accrued a liability for this assessment. The assessment was settled with a payment of $ 1,120,730 during the three month period ended March 31, 2021. 14 Table of Contents United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued: 12. Hillgrove Advances Payable On November 7, 2014, the Company entered into an advance and concentrate processing agreement with Hillgrove Mines Pty Ltd of Australia (Hillgrove) in which the Company was advanced funds from Hillgrove to build facilities to process Hillgrove antimony concentrate. The Company has not processed Hillgrove concentrate for more than two years. The agreement requires the Company to pay the advance balance after Hillgrove issues a stop notice. Payments would begin 90 days after the stop notice issue date and be made in six equal and quarterly installments. Hillgrove was acquired by Red River Resources LTD (“Red River”) during 2019. The balance of the advance liability due was $ 1,134,221 at December 31, 2020. In April 2021, the Company successfully negotiated a settlement with Red River for an agreed upon amount of $ 1,020,799 which was paid on paid on April 8, 2021. The Company recognized a gain on settlement of the advance in the amount of $ 113,422 during the three month period ended June 30, 2021. 13. Business Segments The Company is currently organized and managed by four segments, which represent our operating units: United States antimony operations, Mexican antimony operations, precious metals recovery and United States zeolite operations. The Puerto Blanco mill and the Madero smelter at the Company’s Mexico operation bring antimony up to an intermediate or finished stage, which may be sold directly or shipped to the United States operation for finishing at the Thompson Falls, Montana plant. The Puerto Blanco mill in Mexico is the site of our crushing and flotation plant, and a cyanide leach plant which will recover precious metals after the ore goes through the crushing and flotation cycles. A precious metals recovery plant is operated in conjunction with the antimony processing plant at Thompson Falls, Montana, where a 99% precious metals mix will be produced. 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, although the Company does have a sales operation in Canada. Segment disclosure regarding sales to major customers is located in Note 4. Properties, plants and equipment, net: June 30, 2021 December 31, 2020 Antimony United States $ 1,621,955 $ 1,637,738 Mexico 7,355,204 7,635,410 Subtotal Antimony 8,977,159 9,273,148 Precious metals 915,402 933,885 Zeolite 1,005,753 1,018,561 Total $ 10,898,313 $ 11,225,594 At June 30, 2021 and December 31, 2020, the Company had $ 807,471 and $ 755,978 , respectively, of assets that were not yet placed in service and have not yet been depreciated. 15 Table of Contents United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued: 13. Business Segments, Continued: For the Three Months Ended For the Six Months Ended Capital expenditures: June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Antimony United States $ - $ 9,327 $ - $ 32,448 Mexico 4,872 3,897 9,744 30,662 Subtotal Antimony 4,872 13,224 9,744 63,110 Precious Metals 18,921 82,324 37,347 120,845 Zeolite 68,036 8,347 68,036 16,211 Total $ 91,829 $ 103,895 $ 115,127 $ 200,166 Segment Operations for the three Antimony Antimony Total Precious Bear River months ended June 30, 2021 USAC Mexico Antimony Metals Zeolite Totals Total revenues $ 1,428,939 $ - $ 1,428,939 $ 130,195 $ 716,428 $ 2,275,562 Depreciation and amortization 7,893 144,999 152,892 28,226 38,826 219,944 Income (loss) from operations 99,642 ( 575,363 ) ( 475,721 ) 101,969 141,562 ( 232,190 ) Other income (expense): 456,725 113,422 570,147 - ( 816 ) 569,331 NET INCOME (LOSS) $ 556,367 $ ( 461,941 ) $ 94,426 $ 101,969 $ 140,746 $ 337,141 Segment Operations for the three Antimony Antimony Total Precious Bear River months ended June 30, 2020 USAC Mexico Antimony Metals Zeolite Totals Total revenues $ 910,484 $ - $ 910,484 $ 61,992 $ 612,715 $ 1,585,191 Depreciation and amortization 7,394 146,101 153,495 20,683 49,189 223,367 Income (loss) from operations 126,208 ( 559,575 ) ( 433,367 ) 41,308 114,184 ( 277,875 ) Other income (expense): 4,739 - 4,739 - ( 1,147 ) 3,592 NET INCOME (LOSS) $ 130,947 $ ( 559,575 ) $ ( 428,628 ) $ 41,308 $ 113,037 $ ( 274,283 ) 16 Table of Contents United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued: 13. Business Segments, Continued: Segment Operations for the six Antimony Antimony Total Precious Bear River months ended June 30, 2021 USAC Mexico Antimony Metals Zeolite Totals Total revenues $ 2,086,046 $ - $ 2,086,046 $ 206,428 $ 1,236,375 $ 3,528,849 Depreciation and amortization 15,784 289,951 305,735 55,830 80,843 442,408 Income (loss) from operations ( 119,027 ) ( 813,931 ) ( 932,958 ) 150,598 208,444 ( 573,916 ) Other income (expense): 463,360 113,422 576,782 - ( 1,213 ) 575,569 NET INCOME (LOSS) $ 344,333 $ ( 700,509 ) $ ( 356,176 ) $ 150,598 $ 207,231 $ 1,653 Segment Operations for the six Antimony Antimony Total Precious Bear River months ended June 30, 2020 USAC Mexico Antimony Metals Zeolite Totals Total revenues $ 2,031,909 $ - $ 2,031,909 $ 124,198 $ 1,172,075 $ 3,328,182 Depreciation and amortization 14,789 292,199 306,988 44,281 98,379 449,648 Income (loss) from operations 365,559 ( 1,278,641 ) ( 913,082 ) 79,917 250,352 ( 582,813 ) Other income (expense): 1,824 - 1,824 - ( 2,176 ) ( 352 ) NET INCOME (LOSS) $ 367,383 $ ( 1,278,641 ) $ ( 911,258 ) $ 79,917 $ 248,176 $ ( 583,165 ) 14. Note Payable-Small Business Administration Loan On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (the “CARES Act”) Act was signed into United States law. On April 20, 2020, the Company received a loan of $ 443,400 pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The loan, which was in the form of a Note dated April 20, 2020 had a maturity date on April 19, 2022 and an interest rate of 1 % per annum. The loan was to be forgiven under the provisions of the CARES Act if the Company used the funds for qualifying expenses. Qualifying expenses included payroll costs, costs used to continue group health care benefits, rent, and utilities. During the three month period ended June 30, 2021, the Company received notification that the loan had been forgiven. The amount of the loan, $ 443,400 , was recognized as gain on forgiveness of the CARES Act loan. 17 Table of Contents ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition COVID-19 Coronavirus Pandemic Response and Impact One of the principal recent challenges facing the Company in 2021 as a result of stimulus funding from COVID-19 has been the evaporation of available labor. This issue has seriously impacted both operations in Montana and at its zeolite operation in Idaho. The following measures are being taken in an attempt to obtain and retain laborers: 1. The Company has raised the starting wage both in Montana and Idaho and as a result increased its labor costs for existing laborers. 2. The Company has advertised on multiple job search platforms and is also advertising in two languages on conventional job search platforms as well as on multiple social media sites. 3. The Company is increasing capacity at the Mexican smelter where labor is not a problem. 4. The Company is investigating hiring from alternative potential labor pools. It is difficult to hire people if they are getting paid more not to work, which is the reality in many cases but is hopeful that the situation(s) fueling this crisis will end soon. General 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. 18 Table of Contents Three Months Three Months Six Months Six Months Ended Ended Ended Ended Antimony - Combined USA and Mexico June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Lbs of Antimony Metal USA 329,117 119,559 511,086 286,467 Lbs of Antimony Metal Mexico: 10,000 114,139 10,000 242,684 Total Lbs of Antimony Metal Sold 339,117 233,698 521,086 529,151 Average Sales Price/Lb Metal $ 4.21 $ 3.90 $ 4.00 $ 3.84 Net income (loss)/Lb Metal $ 0.28 $ (1.83 ) $ (0.68 ) $ (1.72 ) Gross antimony revenue - net of discount 1,428,939 910,484 2,086,046 2,031,909 Cost of sales - domestic (951,790 ) (534,638 ) (1,495,112 ) (1,067,926 ) Cost of sales - Mexico (539,371 ) (563,666 ) (565,689 ) (1,247,727 ) Operating expenses (413,499 ) (245,549 ) (958,203 ) (629,338 ) Non-operating income (expenses) 570,147 4,739 576,782 1,824 (1,334,513 ) (1,339,114 ) (2,442,222 ) (2,943,167 ) Net income (loss) - antimony 94,426 (428,630 ) (356,176 ) (911,258 ) Depreciation,& amortization 152,892 153,495 305,735 306,988 EBITDA - antimony $ 247,318 $ (275,135 ) $ (50,441 ) $ (604,270 ) Precious Metals Ounces sold Gold 14 10 22 24 Silver 6,221 3,983 9,608 9,031 Gross precious metals revenue $ 130,195 $ 61,992 $ 206,428 $ 124,198 Production costs, royalties, and shipping costs (28,226 ) (20,683 ) (55,830 ) (44,281 ) Net income (loss) - precious metals 101,969 41,309 150,598 79,917 Depreciation 28,226 20,683 55,830 44,281 EBITDA - precious metals $ 130,195 $ 61,992 $ 206,428 $ 124,198 Zeolite Tons sold 3,305 3,045 5,778 5,854 Average Sales Price/Ton $ 216.77 $ 201.22 $ 213.98 $ 200.22 Net income (Loss)/Ton $ 42.59 $ 37.12 $ 35.87 $ 42.39 Gross zeolite revenue $ 716,428 $ 612,715 $ 1,236,375 $ 1,172,075 Cost of sales (559,777 ) (482,265 ) (1,003,663 ) (883,132 ) Operating expenses (15,089 ) (16,265 ) (24,268 ) (38,591 ) Non-operating income (expenses) (816 ) (1,147 ) (1,213 ) (2,176 ) Net income (loss) - zeolite 140,746 113,038 207,231 248,176 Depreciation 38,826 49,189 80,843 98,379 EBITDA - zeolite $ 179,572 $ 162,227 $ 288,074 $ 346,555 Company-wide Gross revenue $ 2,275,562 $ 1,585,191 $ 3,528,849 $ 3,328,182 Production costs (2,079,164 ) (1,601,252 ) (3,120,294 ) (3,243,066 ) Operating expenses (428,588 ) (261,814 ) (982,471 ) (667,929 ) Non-operating income (expenses) 569,331 3,592 575,569 (352 ) Net income (loss) 337,141 (274,283 ) 1,653 (583,165 ) Depreciation,& amortization 219,944 223,367 442,408 449,648 EBITDA $ 557,085 $ (50,916 ) $ 444,061 $ (133,517 ) 19 Table of Contents PART I - FINANCIAL INFORMATION, CONTINUED: ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition, continued: Company-Wide For the second quarter of 2021, we recognized net income of $337,141 on sales of $2,275,562 and other income of $569,331, after depreciation and amortization of $219,944. We reported a net loss of $274,283 in the second quarter of 2020 on sales of $1,585,191, after depreciation and amortization of $223,367. For the first six months of 2021, we recognized net income of $1,653 on sales of $3,528,849 and other income of $575,569, after depreciation and amortization of $442,408. We reported a net loss of $583,165 for the first six months of 2020 on sales of $3,328,182, after depreciation and amortization of $449,648. For the three and six months ended June 30, 2021, EBITDA was a positive $557,085 and $444,061 compared to a negative $50,916 and $133,517 for the same periods in 2020. Non-cash items included in net income was a net gain of $299,568 and a net gain of $442,208 for the three and six months ended June 30, 2021. Non-cash expense items totaled $258,707 and $223,367 for the three and six months ended June 30, 2020. For the three and six months ended June 30, 2021, general and administrative expenses were $290,111 and $460,161 compared to $117,959 and $319,922 for the same periods of 2020. Antimony For the three and six month periods ended June 30, 2021, we sold 339,117 and 521,086 of antimony compared to 233,698 and 529,151 pounds for the three and six month periods ended June 30, 2020. The raw material received from our North American supplier increased by approximately 117,053 and 174,118 for the three and six month periods ended June 30, 2021, compared to the same periods for 2020. We had a decrease in raw material from Mexico of approximately 63,002 for the three month period and an increase of 34,975 for the six month period ended June 30, 2021, compared to the same periods for 2020. The average sales price of antimony during the three an six month periods ended June 30, 2021 was $4.21 and $4.00 per pound compared to $3.90 and $3.84 during the same periods in 2020. Precious Metals The caustic leach of flotation concentrates from Los Juarez has been successful. The Company is delaying the processing of the ore from Los Juarez pending its survey. The impact of Covid-19 has forced a delay in the geological, geophysical, and geochemical study of the Los Juarez property, however the Company has sent data to a junior mining company with expertise in exploration. The Company is awaiting their review of this material as a potential exists for a partnership wherein another company would conduct the geological evaluation of the Los Juarez property. For the three and six month periods ended June 30, 2021, income for precious metals from North American sources was $130,195 and $206,428 compared to $61,992 and $124,198 for the same periods of 2020. 20 Table of Contents Current and prior periods’ revenue from precious metals is as follows: Precious Metal Sales Silver/Gold For the three months ended June 30, For the six months ended June 30, Montana 2021 2020 2021 2020 Ounces Gold Shipped (Au) 14.14 9.80 21.52 24.71 Ounces Silver Shipped (Ag) 6,220.79 3,983.46 9,607.98 9,031.12 Total Revenues $ 130,195 $ 61,992 $ 206,428 $ 124,198 Bear River Zeolite (BRZ) For the three and six month periods ended June 30, 2021, BRZ sold 3,305 and 5,778 tons of zeolite compared to 3,045 and 5,854 tons in the same periods of 2020. For the three and six month periods ended June 30, 2021, BRZ realized net income of $140,746 and $207,231 after depreciation of $38,826 and $80,843 compared to a net income of $113,038 and $248,176 after depreciation of $49,189 and $98,379 for the same period of 2020. The Company has halted sales of low-volume product as its associated packaging and shipping costs did not justify them. It is concentrating on larger-volume sales and has received many orders recently from new clients. With the addition of improved management, the addition of an excellent sales person, the installation of a new hammermill, the addition of an on-site manager and an on-demand mechanic for its rolling stock, improvement in its crushing and sorting circuits, and the improvement in its dust-collection systems, the Company anticipates substantial growth in zeolite sales. BRZ realized an EBITDA for the three and six month periods ended June 30, 2021 of $179,572 and $288,074 compared to $162,227 and $346,555 for the same periods in 2020. Financial Position Financial Condition and Liquidity June 30, 2021 December 31, 2020 Current assets $ 23,576,661 $ 1,808,161 Current liabilities (1,942,297 ) (4,477,543 ) Net Working Capital $ 21,634,364 $ (2,669,382 ) 21 Table of Contents For the Three Months Ended June 30, 2021 June 30, 2020 Cash provided (used) by operations $ (2,236,609 ) $ (279,322 ) Cash provided by collection of note receivable Cash provided (used) by investing: Cash used for capital outlay (115,127 ) (200,166 ) Proceeds from redemption of certificates of deposit 210,184 - Cash provided (used) by financing: Payments on notes payable to bank (100,000 ) (31,135 ) Payments on Hillgrove advances payable (1,020,799 ) - Proceeds from common stock issued, net 23,342,180 - Proceeds from exercise of warrants 1,790,703 - Principal paid on long-term debt (27,926 ) (21,238 ) Payments on advances from related party (56,416 ) (46,160 ) Proceeds from note payable-SBA - 443,400 Change in checks issued and payable (86,685 ) 142,530 Net change in cash, cash equivalents and restricted cash $ 21,699,505 $ 7,909 Our net working capital increased by $24,303,746 from December 31, 2020 to June 30, 2021. Our cash and cash equivalents increased by $21,699,505 during the same period. We spent $115,127 for capital items, our debt decreased by $1,672,347 including $1,020,799 paid to Hillgrove, and our accrued liabilities decreased by $1,943,665 including $1,120,730 paid to eliminate our export tax assessment payable. During the first six months of 2021, we raised approximately $23.3 million from sale of shares of common stock and approximately $1.8 million for the exercise of warrants. We have estimated commitments and improvements of less than $100,000 to finish building and installing the precious metals leach circuits. However, this funding will be implemented after its geological study of the Los Juarez property. The Company plans to conduct a proper study of the Los Juarez property and its tailings at its flotation plant and pending the results of these studies decide how to proceed regarding a drill program and/or mining of the property. The study may involve a partnership with a junior mining Company in order to assist US Antimony in the proper characterization of the deposit. Should the deposit be of great value, the Company will likely move the flotation plant closer to the mine. We believe that with our current cash balance, along with the future cash flow from operations and operating agreements, we have adequate liquid assets to meet these commitments and service our debt for the next twelve months. At June 30, 2021, the Company’s consolidated financial statements show working capital of approximately $21.6 million and an accumulated deficit of approximately $32.7 million. The Company continues to search for areas to reduce production costs, and expects improvement in cash flow for the remainder of the year from the sale of antimony and zeolite along with the increased price of antimony as the price of antimony has been increasing during the past 6 months. In the first half of 2021, the Company raised net proceeds of approximately $23.3 million from sale of shares of its common stock and approximately $1.8 million from the exercise of stock purchase warrants. These funds have been and will continue to be used for general corporate purposes, working capital, hiring of additional labor, leverage for reducing legacy contracts, a geochemical, geological, and geophysical study of the Los Juarez property, additional managerial staff at USAC and BRZ headquarters, a revised website including measures aimed at increased visibility for advertising, more labor at its Mexican smelter, repair and improved infrastructure at the Mexican smelter, potential securement of additional antimony mine reserves in Mexico, and improvement of furnaces in Montana. With the funds raised, management believes the Company has sufficient funds to sustain its operations and meet its financial obligations during the 12 months following the date of issuance of these consolidated financial statements. 22 Table of Contents ITEM 3. None ITEM 4. Controls and Procedures EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our Interim President & Director conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of June 30, 2021. It was determined that there were material weaknesses affecting our disclosure controls and procedures and, as a result of those weaknesses, our disclosure controls and procedures were not effective as of June 30, 2021. These material 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 Interim President & Director 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. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no significant changes made to internal controls over financial reporting for the quarter ended June 30, 2021. 23 Table of Contents PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None Item 3. DEFAULTS UPON SENIOR SECURITIES The registrant has no outstanding senior securities. 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. Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K Certifications Certifications Pursuant to the Sarbanes-Oxley Act Reports on Form 8-K None 24 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNITED STATES ANTIMONY CORPORATION (Registrant) By: /s/ John C. Gustaven Date: August 16, 2021 John C. Gustaven, Interim CEO (Principal Executive) By: /s/ Russell Lawrence Date: August 16, 2021 Russell C. Lawrence, Interim President & Director 25