What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-15 · 231 added, 360 removed, 141 unchanged (81% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30, 2021 and December 31, 2020

September 30,

March 31, 2022

December 31, 2021

CURRENT ASSETS

4 unchanged sentences

Total current assets

Properties, plants and equipment, net (Note 13)

Properties, plants and equipment, net

Restricted cash for reclamation bonds

2 unchanged sentences

CURRENT LIABILITIES:

Checks issued and payable

Accounts payable

Accrued liabilities (Note 6)

Payables to related party (Note 9)

Notes payable to bank (Note 7)

Export tax assessment payable (Note 11)

Hillgrove advances payable (Note 12)

Long-term debt, current portion (Note 8)

Accrued liabilities

Long-term debt, current portion

Total current liabilities

Long-term debt, net of current portion (Note 8)

Hillgrove advances payable (Note 12)

CARES Act note payable (Note 14)

Stock payable to directors for services (Note 10)

Asset retirement obligations and accrued reclamation costs

Long-term debt, net of current portion

Stock payable to directors for services

Asset retirement obligations and accrued reclamation costs (NOTE 7)

Total liabilities

Commitments and contingencies (Note 6 and 11)

COMMITMENTS AND CONTINGENCIES (NOTE 9)

STOCKHOLDERS’ EQUITY

Preferred stock $ 0.01 par value, 10,000,000 shares authorized:

Preferred stock, $ 0.01 par value;

10,000,000 shares authorized:

0 shares issued and outstanding

750,000 shares issued and outstanding (liquidation preference $ 954,375 and $ 952,500 , respectively)

177,904 shares issued and outstanding (liquidation preference $ 97,847 both years)

1,751,005 shares issued and outstanding (liquidation preference $ 5,084,770 and $ 5,043,622 respectively)

Common stock, $ 0.01 par value, 150,000,000 shares authorized;

106,117,844 and 75,949,757 shares issued and outstanding, respectively

177,904 shares issued and outstanding (liquidation preference $ 97,847 both periods)

1,692,672 shares issued and outstanding (liquidation preference $ 4,979,632 )

Common stock, $.001 par value;

300,000,000 shares authorized;

106,240,361 shares issued and outstanding

Additional paid-in capital

4 unchanged sentences

Total liabilities and stockholders’ equity

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

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

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

1 unchanged sentence

For the three months ended

For the nine months ended

September 30,

COST OF REVENUES

GROSS PROFIT (LOSS)

March 31, 2022

March 31, 2021

COST OF REVENUE

OPERATING EXPENSES:

1 unchanged sentence

Salaries and benefits

Site care and maintenance expenses

Other operating expenses

Professional fees

Loss on abandonment of mineral properties

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

( 1,572,322 )

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Gain on forgiveness of CARES Act debt (Note 14)

Gain on settlement of Hillgrove advance (Note 12)

Interest income

TOTAL OTHER INCOME (EXPENSE)

( 1,576,405 )

NET INCOME (LOSS)

Preferred dividends

Net loss available to common stockholders

$ ( 111,394 )

$ ( 1,005,402 )

$ ( 134,066 )

Net income (loss) available to common stockholders

$ ( 347,650 )

Net loss per share of

common stock:

Net income (loss) per share of common stock:

Basic and diluted

Weighted average shares outstanding:

Basic and diluted

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

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

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Stockholders' Equity

For the periods ended September 30, 2021 and September 30, 2020

Total Preferred Stock

Stockholders'

Three months ended September 30,2021

Balances, July 1, 2021

$ ( 32,649,141 )

Issuance of common stock to Directors (Note 10)

Balances, September 30, 2021

$ ( 32,748,373 )

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For the three months ended March 31, 2022 and 2021

Total Preferred Stock

Stockholders’

Three months ended September 30,2020

Balances, July 1, 2020

Paid in Capital

BALANCE, December 31, 2020

$ ( 32,650,794 )

Issuance of common stock and warrants for cash

Common shares issued for cash

Common stock issuance costs

Balances, September 30, 2020

( 1,654,820 )

Total Preferred Stock

Stockholders'

Nine months ended September 30,2021

Balances, January 1, 2021

( 1,654,820 )

Issuance of common stock for cash (Note 10)

Issuance of common stock to Directors (Note 10)

Common stock issuance costs (Note 10)

( 1,654,820 )

Common stock issued upon exercise of warrants (Note 10)

Balances, September 30, 2021

$ ( 32,748,373 )

Total Preferred Stock

Stockholders'

Nine months ended September 30,2020

Balances, January 1, 2020

$ ( 29,363,990 )

Issuance of common stock upon exercise of warrants

Issuance of common stock to Directors

Issuance of common stock and warrants for cash

Common stock issuance costs

Common stock issued for exercise of warrants

BALANCE, March 31, 2021

$ ( 32,986,282 )

BALANCE, December 31, 2021

$ ( 32,711,263 )

Balances, September 30, 2020

BALANCE, March 31, 2022

$ ( 31,925,011 )

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

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

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the nine months ended

For the three months ended

March 31, 2022

March 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:

September 30,

Net income (loss)

$ ( 335,488 )

Adjustments to reconcile net loss to net cash provided (used) by operating activities:

Adjustments to reconcile net loss to net cash used by operating activities

Depreciation and amortization

Loss on abandonment of mineral properties

Accretion of asset retirement obligation

Common stock payable for directors fees

Gain on settlement of Hillgrove advance

Gain on forgiveness of Cares Act debt

Write-down of inventory to net realizable value

Other non-cash items

Changes in operating assets and liabilities:

Accounts receivable

4 unchanged sentences

( 1,120,730 )

Payables to related parties

Net cash used by operating activities

Payable to related parties

Net cash provided (used) by operating activities

( 2,449,854 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from redemption of certificates of deposit

Purchase of properties, plants and equipment

2 unchanged sentences

Change in checks issued and payable

Net proceeds from (payments to) factor

Payments on advances from related party

Proceeds from note payable-SBA

Proceeds from issuance of common stock, net of issuance costs

Proceeds from exercise of warrants

Payments on Hillgrove advances payable

( 1,020,799 )

Borrowing on notes payable to bank

Principal paid on notes payable to bank

Principal payments of long-term debt

Net cash provided by financing activities

NET INCREASE IN CASH AND CASH

EQUIVALENTS AND RESTRICTED CASH

Cash and cash equivalents and restricted cash at beginning of period

Cash and cash equivalents and restricted cash at end of period

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common stock payable issued to directors (Note 10)

Payable to related party satisfied with issuance of stock (Note 10)

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

PART I - FINANCIAL INFORMATION, CONTINUED:

Net cash provided (used) by financing activities

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AT END OF PERIOD

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

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 nine month periods ended September 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 September 30, 2021, the Company’s condensed consolidated financial statements show working capital of approximately $ 21.2 million and an accumulated deficit of approximately $32.7 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 nine 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 United States Antimony Corporation (“USAC”) and Bear River Zeolite (“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 twelve months following the date of issuance of these condensed consolidated financial statements.

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 condensed consolidated financial statements.

March 31, 2022

NOTE 1 - NATURE OF OPERATIONS

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.

(“AM”), to explore and develop potential antimony properties in Mexico .

During 2006, the Company acquired 100 % ownership in United States Antimony, Mexico S.A.

(“USAMSA”), which became a wholly-owned subsidiary of the Company.

In 2018, the Company acquired 100 % ownership in Stibnite Holding Company US Inc .

(previously Lanxess Holding Company US Inc.), Antimony Mining and Milling US LLC (previously Lanxess Laurel US LLC), a Delaware limited liability company and Lanxess Laurel de Mexico, S.A.

de C.V (“Lanxess Laurel Mexico”), a Mexico corporation, both of which became a wholly-owned subsidiary of the Company.

In its operations in Montana, the Company produces antimony oxide, antimony metal, and precious metals.

Antimony oxide is a fine, white powder that is used primarily in conjunction with a halogen to form a synergistic flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper.

Antimony oxide is also used as a color fastener in paint, as a catalyst for production of polyester resins for fibers and film, as a catalyst for production of polyethylene pthalate in plastic bottles, as a phosphorescent agent in fluorescent light bulbs, and as an opacifier for porcelains.

The Company also sells antimony metal for use in bearings, storage batteries and ordnance.

In its operations in Idaho, the Company produces zeolite, a group of industrial minerals used in a variety of purposes including soil amendment and fertilizer.

Zeolite is also used for water filtration, sewage treatment, nuclear waste and other environmental cleanup, odor control, gas separation and other miscellaneous applications.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2022, and its results of operations for the three months ended March 31, 2022, and 2021, and cash flows for the three months ended March 31, 2022 and 2021.

The condensed consolidated balance sheet at December 31, 2021, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

These unaudited interim financial statements have been prepared by management in accordance with generally accepted accounting principles used in the United States of America (“U.S.

These unaudited interim financial statements should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 31, 2022.

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.

The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.

These accounting policies conform to U.S.

GAAP and have been consistently applied in the preparation of the financial statements.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 condensed 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 condensed consolidated financial statements upon adoption.

Income (Loss) Per Common Share

Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including stock options, warrants to purchase the Company’s common stock, and convertible preferred stock.

At September 30, 2021 and 2020, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive are as follows:

September 30,

March 31, 2022

Reclassifications

Certain reclassifications have been made to conform prior periods’ amounts to the current presentation.

These reclassifications have no effect on the results of operations, stockholders’ equity and cash flows as previously reported.

The Company’s operations and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and elsewhere, causing disruptions to the Company’s business operations and management.

These disruptions are most evident in the Company’s ability to retain and house employees and properly manage them while maintaining proper social distancing and with delays in obtaining materials and supplies.

The effects of the continued outbreak of COVID-19 and related government responses could also include extended disruptions to supply chains and capital markets, reduced availability of contractors and a prolonged reduction in economic activity.

These effects could have a variety of adverse impacts on the Company, including its ability to conduct operations.

The Company has taken steps to mitigate the potential risks to suppliers and employees posed by the spread of COVID-19, including work from home policies where appropriate.

The Company will continue to monitor developments affecting both its workforce and contractors, and will take additional precautions as necessary.

The ultimate impact of COVID-19 depends on factors beyond management’s knowledge or control, including its duration and third-party actions to contain its spread and mitigate its public health effects.

Therefore, the Company cannot estimate the potential future impact to its financial position, results of operations and cash flows, but the impacts could be material.

New Accounting Pronouncements

Accounting standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 3– EARNINGS PER SHARE

Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period.

Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options and warrants.

For the three months ended March 31, 2022, the calculation of diluted income per common share included 149,400 warrants to purchase one share of common stock.

At March 31, 2022 and 2021, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive are as follows:

March 31, 2022

March 31, 2021

Convertible preferred stock

Total possible dilution

Revenue Recognition

TOTAL POSSIBLE DILUTIVE SHARES

NOTE 4 – REVENUE RECOGNITION

Products consist of the following:

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Revenue Recognition, Continued:

Sales of products for the three and nine month periods ended September 30, 2021 and 2020 were as follows:

Three Months Ended

Nine Months Ended

September 30,

Precious metals

The following is sales information by geographic area based on the location of customers for the three and nine month periods ended September 30, 2021 and 2020:

Three Months Ended

Nine Months Ended

September 30,

United States

Sales of products to significant customers were as follows for the three and nine month periods ended September 30, 2021 and 2020:

March 31, 2022

Sales of products for the three-months ended March 31, 2022 and 2021 were as follows:

For the three months ended

For the Nine Months Ended

September 30,

Largest Customers

% of Total Revenues

At September 30, 2021, the Company had a sales order backlog of 1,192 tons of zeolite and 44,092 pounds of antimony .

United States Antimony Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Revenue Recognition, Continued:

Accounts receivable from largest customers were as follows at September 30, 2021 and December 31, 2020:

Accounts Receivable

September 30,

% of Total Receivables

Our trade accounts receivable balance related to contracts with customers was $ 722,727 at September 30, 2021 and $238,634 at December 31, 2020.

Our products do not involve any warranty agreements and product returns are not typical.

Inventories at September 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.

March 31, 2022

March 31, 2021

Precious metals

TOTAL REVENUE BY PRODUCT

The Company’s trade accounts receivable balance related to contracts with customers was $ 1,475,853 at March 31, 2022 and $ 891,314 at December 31, 2021.

The Company’s products do not involve any warranty agreements and product returns are not typical.

NOTE 5– INVENTORIES

Inventories at March 31, 2022 and December 31, 2021 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 September 30, 2021 and December 31, 2020 are as follows:

September 30,

Inventories at March 31, 2022 and December 31, 2021 are as follows:

March 31, 2022

December 31, 2021

Antimony Metal

Antimony Oxide

Antimony Ore Concentrates

Total antimony

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.

As of September 30, 2021 and December 31, 2020, all inventory is valued at cost except for antimony ore inventory in Mexico which was valued at net realizable value as of December 31, 2020.

TOTAL INVENTORIES

Antimony oxide and metal inventory consisted of finished product held at the Company’s plants in Montana and Mexico.

Antimony concentrates and ore were held primarily at sites in Mexico.

The Company’s zeolite inventory consists of saleable zeolite material.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 nine month periods ended September 30, 2021, the Company had royalty expense of $ 64,212 and $ 195,779 , respectively.

During the three and nine month periods ended September 30, 2020, the Company had royalty expense of $ 52,569 and $ 178,187 , respectively.

At September 30, 2021 and December 31, 2020, the Company had accrued royalties payable of $ 376,704 and $ 434,981 , respectively, which is included in accrued liablities.

The Company is currently in negotiations with certain royalty holders to modify the terms of the agreements.

Notes Payable to Bank

At September 30, 2021 and December 31, 2020, the Company had the following notes payable to bank:

Promissory note payable to First Security Bank of Missoula,

bearing interest at 3.150%, payable on demand, collateralized

by a lien on Certificate of Deposit

Promissory note payable to First Security Bank of Missoula,

bearing interest at 3.150%, payable on demand, collateralized

by a lien on Certificate of Deposit

Total notes payable to the bank

The notes are paid in full as of September 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 nine months ended September 30, 2021 and the cash was transferred to the checking account, leaving a Certificate of Deposits balance of $ 44,028 at September 30, 2021 compared to $ 254,212 at December 31, 2020.

March 31, 2022

NOTE 6 – PROPERTIES, PLANTS AND EQUIPMENT

The major components of the Company’s properties, plants and equipment by segment at March 31, 2022 and December 31, 2021 are shown below:

Antimony Segment

Zeolite Segment

Precious Metals

March 31, 2022

Plant and equipment

Mineral rights and interests

Land and other

Accumulated depreciation

( 2,742,278 )

( 5,761,012 )

( 3,359,362 )

( 12,330,249 )

Antimony Segment

Zeolite Segment

Precious Metals

December 31, 2021

Plant and equipment

Mineral rights and interests

Land and other

Accumulated depreciation

( 2,732,809 )

( 5,622,555 )

( 3,314,658 )

( 12,110,098 )

At March 31, 2022 and December 31, 2021, the Company had $ 956,965 and $ 665,175 , respectively, of assets that were not yet placed in service and have not yet been depreciated.

NOTE 7 – ASSET RETIREMENT OBLIGATION AND ACCRUED RECLAMATION COSTS

Changes in the asset retirement obligation for the three months ended March 31, 2022 and 2021 are as follows:

Three months ended March 31,

Asset retirement obligation, beginning of period

Accretion expense

Asset retirement obligation, end of period

The Company’s total asset retirement obligation and accrued reclamation costs of $ 300,318 and $ 298,649 , at March 31, 2022 and December 31, 2021, respectively, include reclamation obligations for the Idaho and Montana operations of $ 107,500 .

Page 10 of 25

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued:

Long-Term debt at September 30, 2021 and December 31, 2020 is as follows:

September 30,

Note payable to Zeo Inc., non interest bearing,

payable in 11 quarterly installments of $8,300 with a final payment of $8,700;

maturing December 2022;

uncollateralized.

Note payable to Cat Financial Services, bearing interest at 6%;

payable in monthly installments of $778;

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2022

NOTE 8 – DEBT

Long term debt at March 31, 2022 and December 31, 2021 is as follows:

March 31, 2022

December 31, 2021

collateralized by equipment.

Note payable to Phyllis Rice, bearing interest

payable in monthly installments of $2,000;

originally maturing

collateralized by equipment.

Promissory note payable to First Security Bank of Missoula,

bearing interest at 2.25%, payable in 59 monthly installments of $1,409 with a final payment of $152,726 maturing November 9, 2026;

collateralized by a lien on Certificate of Deposit

Less current portion

Long term portion

Related Party Transactions

The Company’s previous President and Chairman, John Lawrence, rented equipment to the Company and charged the Company for lodging and meals provided to consultants, customers and other parties by an entity that Mr.

Lawrence owned.

The amount due to Mr.

Lawrence’s estate as of September 30, 2021 and December 31, 2020 was $nil and $ 171,017 .

During the nine months ended September 30, 2021, the Company paid off the full amount of $ 171,017 to John Lawrence’s estate for reimbursement of these expenses.

During 2019, Mr.

Lawrence advanced funds to the Company that had a balance at December 31, 2020 of $ 56,215 .

During the nine month period ended September 30, 2021, the Company paid First Security Bank on behalf of Mr.

Lawrence $ 56,215 .

The balance of the advances due to Mr.

Lawrence at September 30, 2021 is $nil.

Gustavsen, Interim CEO of the Company, has an advance due from the Company of $ 200 at December 31, 2020.

During the nine month period ended September 30, 2021, the Company paid $ 200 to Mr.

Gustavsen as reimbursement on these advances.

During the nine months ended September 30, 2021, Russ Lawrence, Interim President & Director, incurred expenses of $ 18,487 and charged the Company for lodging and meals provided to visiting Board of Directors by an entity that Russ Lawrence owns.

During the nine month period ended September 30, 2021, the Company paid Russ Lawrence $ 17,740 , leaving a balance due of $ 747 which is included in accounts payable on the balance sheet.

United States Antimony Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued:

Stockholder’s Equity

In February 2021, the Company sold shares of its common stock in two separate transactions:

At March 31, 2022, principal payments on debt are due as follows:

Twelve months ending March 31,

Principal payment

NOTE 9 – COMMITMENTS AND CONTINGENCIES

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 March 31, 2022 and December 31, 2021, the Company had accrued liabilities of $ 1,270 and $Nil, respectively, relating to such assessments, which is included in accrued liabilities on the condensed consolidated balance sheets.

The Company pays various royalties on the sale of zeolite products.

On a combined basis, royalties vary from 8 %- 13 %.

During the three months ended March 31, 2022 and 2021, the Company incurred royalty expense of $ 62,030 and $ 62,130 , respectively.

Royalty expense is included in cost of goods sold on the Statement of Operations.

At March 31, 2022 and December 31, 2021, the Company had accrued royalties payable of $ 381,054 and $ 346,242 , respectively, which is included in accrued liabilities on the condensed consolidated balance sheets.

The Company is currently in negotiations with certain royalty holders to modify the terms of the agreements.

NOTE 10 – STOCKHOLDERS’ EQUITY

During the three months ended March 31, 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 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.

During the nine months ended September 30, 2021, the Company accrued $ 84,375 in directors’ fees payable that will be paid in common stock.

During the nine months ended September 30, 2021, the Company issued 112,610 shares of common stock to the board of director’s to satisfy the directors’ fees payable of $ 110,000 that were outstanding at December 31, 2020.

During the nine month period ended September 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’s former president, John Lawrence, exercised warrants for 250,000 shares of common stock in exchange for a payable due to him of $ 62,500 .

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.

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 issuance costs were incurred on these sales.

During the three months ended March 31, 2021, the Company issued 3,723,810 shares of common stock and received $ 1,763,619 in cash from the exercise of warrants.

During the three months ended March 31, 2022 and March 31, 2021, the Company expensed $ 28,125 and $ 28,125 , respectively, in directors’ fees payable that will be paid in common stock.

The Company issued no shares of common stock during the three months ended March 31, 2022.

Page 11 of 25

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2022

Common stock warrants

In February 2021, concurrent with sale of common stock, the Company issued 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.

Transactions in common stock purchase warrants for the nine month period ended September 30, 2021 and the year ended December 31, 2020 are as follows:

The Company issued no warrants to purchase common stock during the three months ended March 31, 2022.

The following is a summary of the Company’s warrants to purchase shares of common stock activity:

Number of warrants

Exercise prices

Balance December 31, 2019

$ 0.25 - $ 0.65

Balance December 31, 2020

$ 0.46 - $0.65

$ 0.46 - $ 0.85

Balance outstanding at December 31, 2020

$ 0.46 - $ 0.85

( 3,765,477 )

Balance September 30, 2021

$ 0.46 - $ 0.65

These warrants expire as follows:

Balance outstanding at December 31, 2021 and March 31, 2022

The composition of the Company’s warrants outstanding at March 31, 2022 is as follows:

Number of warrants

Exercise Price

United States Antimony Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued:

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 September 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 September 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 September 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.

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.

United States Antimony Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued:

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.

Business Segments

Expiration Date

Remaining life (years)

NOTE 11 – BUSINESS SEGEMENTS

The Company is currently organized and managed by four segments, which represent our operating units:

5 unchanged sentences

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:

September 30,

Page 12 of 25

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2022

Total Assets:

March 31, 2022

December 31, 2021

United States

1 unchanged sentence

Precious metals

At September 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.\

United States Antimony Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued:

Business Segments, Continued:

United States

Subtotal precious metals

For the three months ended

For the Nine Months Ended

Capital expenditures:

September 30,

March 31, 2022

March 31, 2021

United States

1 unchanged sentence

Precious metals

Segment Operations for the three

months ended September 30, 2021

Total revenues

Depreciation and amortization

Income (loss) from operations

Other income (expense):

NET INCOME (LOSS)

$ ( 673,739 )

$ ( 131,740 )

Segment Operations for the three

months ended September 30, 2020

Total revenues

Depreciation and amortization

Income (loss) from operations

( 1,113,013 )

Other income (expense):

NET INCOME (LOSS)

$ ( 211,559 )

$ ( 904,341 )

$ ( 1,115,900 )

$ ( 993,240 )

Page 13 of 25

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued:

Business Segments, Continued:

Segment Operations for the nine

months ended September 30, 2021

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2022

Segment operations for the three months ended March 31, 2022

Antimony - USA

Antimony -Mexico

Total antimony

Precious Metals

Total revenues

2 unchanged sentences

$ ( 684,037 )

( 1,077,947 )

Other income (expense)

1 unchanged sentence

$ ( 684,037 )

$ ( 487,916 )

Segment Operations for the nine

months ended September 30, 2020

Segment operations for the three months ended March 31, 2021

Antimony - USA

Antimony -Mexico

Total antimony

Precious Metals

Total revenues

4 unchanged sentences

$ ( 457,237 )

$ ( 341,726 )

Other income (expense)

3 unchanged sentences

$ ( 450,602 )

United States Antimony Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued:

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.

Management’s Discussion and Analysis of Results of Operations and Financial Condition

COVID-19 Coronavirus Pandemic Response and Impact

One of the principal 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:

The Company has raised the starting wage both in Montana and Idaho and as a result increased its labor costs for existing laborers.

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.

The Company is increasing capacity at the Mexican smelter where labor is not a problem.

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.

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.

PART I - FINANCIAL INFORMATION, CONTINUED:

$ ( 335,488 )

Page 14 of 25

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements