UNITED STATES ANTIMONY CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) March 31, 2024 December 31, 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 11,941,298 $ 11,899,574 Certificates of deposit 22,216 72,898 Accounts receivable, net 1,057,742 625,256 Inventories, net 653,010 1,019,154 Prepaid expenses and other current assets 117,167 92,369 Current assets held for sale (Note 11) 215,110 366,955 Total current assets 14,006,543 14,076,206 Properties, plants and equipment, net 7,709,812 7,765,045 Restricted cash for reclamation bonds 55,060 55,061 Other assets 18,098 18,098 Non-current assets held for sale (Note 11) 6,215,574 6,180,585 Total assets $ 28,005,087 $ 28,094,995 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 403,441 $ 330,147 Accrued liabilities 117,822 109,341 Accrued liabilities - directors 167,059 124,810 Royalties payable 52,527 153,429 Long-term debt, current portion 7,170 28,443 Current liabilities held for sale (Note 11) 158,103 151,288 Total current liabilities 906,122 897,458 Stock payable to directors 38,542 38,542 Asset retirement obligations 1,119,832 1,101,561 Non-current liabilities held for sale (Note 11) 536,466 536,466 Total liabilities 2,600,962 2,574,027 COMMITMENTS AND CONTINGENCIES (Note 8) 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 $ 969,375 and $ 967,500 , respectively) 7,500 7,500 Series C: 177,904 shares issued and outstanding (liquidation preference $ 97,847 both years) 1,779 1,779 Series D: 0 shares issued and outstanding - - Common stock, $ 0.01 par value, 150,000,000 shares authorized; 108,438,984 and 107,647,317 shares issued and outstanding, respectively 1,084,389 1,076,472 Additional paid-in capital 64,051,844 63,853,836 Accumulated deficit ( 39,741,387 ) ( 39,418,619 ) Total stockholders' equity 25,404,125 25,520,968 Total liabilities and stockholders' equity $ 28,005,087 $ 28,094,995 The accompanying notes are an integral part of these condensed consolidated unaudited financial statements. 3 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the three months ended March 31, 2024 March 31, 2023 REVENUES $ 2,831,390 $ 2,210,844 COST OF REVENUES 2,008,486 1,816,001 GROSS PROFIT 822,904 394,843 OPERATING EXPENSES: General and administrative 455,394 141,271 Salaries and benefits 241,605 127,692 Professional fees 177,157 46,004 Loss on disposal of property, plant and equipment 17,494 - TOTAL OPERATING EXPENSES 891,650 314,967 INCOME (LOSS) FROM OPERATIONS ( 68,746 ) 79,876 OTHER INCOME (EXPENSE): Interest and investment income 150,851 122,372 Trademark and licensing income 6,368 7,525 Other miscellaneous income (expense) ( 2,372 ) 83,608 TOTAL OTHER INCOME 154,847 213,505 INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 86,101 293,381 Income tax expense - - INCOME FROM CONTINUING OPERATIONS 86,101 293,381 Discontinued operations: Loss from discontinued operations before income taxes ( 408,869 ) ( 1,100,365 ) Income tax expense - - Loss from discontinued operations (Note 11) ( 408,869 ) ( 1,100,365 ) Net loss ( 322,768 ) ( 806,984 ) Preferred dividends ( 1,875 ) ( 1,875 ) Net loss available to common stockholders ($ 324,643 ) ($ 808,859 ) Basic and diluted earnings per common share: Income from continuing operations $ nil $ nil Loss from discontinued operations $ nil $ ( 0.01 ) Net loss $ nil $ ( 0.01 ) Weighted average shares outstanding: Basic 107,908,306 107,260,472 Diluted 107,908,306 107,260,472 The accompanying notes are an integral part of these condensed consolidated unaudited financial statements. 4 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) For the three months ended March 31, 2024 and 2023 Total Preferred Stock Common stock Shares Amount Shares Amount Additional Paid In Capital Shares to be returned to treasury Accumulated Deficit Total Balances, December 31, 2022 2,620,576 $ 26,205 106,373,341 $ 1,063,732 $ 64,052,630 $ ( 202,980 ) $ ( 33,070,332 ) $ 31,869,255 Conversion of Preferred Series D to common stock ( 1,692,672 ) ( 16,926 ) 1,692,672 16,927 ( 1 ) - - - Common stock buyback and retirement - - ( 418,696 ) ( 4,187 ) ( 198,793 ) 202,980 - - Net loss - - - - - - ( 806,984 ) ( 806,984 ) Balances, March 31, 2023 927,904 $ 9,279 107,647,317 $ 1,076,472 $ 63,853,836 $ - $ ( 33,877,316 ) $ 31,062,271 Balances, December 31, 2023 927,904 $ 9,279 107,647,317 $ 1,076,472 $ 63,853,836 $ - $ ( 39,418,619 ) $ 25,520,968 Share-based compensation - - 791,667 7,917 198,008 - - 205,925 Net loss - - - - - - ( 322,768 ) ( 322,768 ) Balances, March 31, 2024 927,904 $ 9,279 108,438,984 $ 1,084,389 $ 64,051,844 $ - $ ( 39,741,387 ) $ 25,404,125 The accompanying notes are an integral part of these condensed consolidated unaudited financial statements. 5 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) March 31, 2024 March 31, 2023 CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS: Net income from continuing operations $ 86,101 $ 293,381 Adjustments to reconcile net income from continuing operations to net cash provided (used) by operating activities of continuing operations: Depreciation and amortization 106,147 69,332 Accretion of asset retirement obligation 18,271 375 Loss on disposal of property, plant, and equipment 17,494 - Write down of inventory to net realizable value 80,143 - Share-based compensation 205,925 - Other non-cash items ( 15,695 ) 2,041 Changes in operating assets and liabilities: Accounts receivable, net ( 432,486 ) ( 919,819 ) Inventories, net 286,001 ( 76,504 ) Prepaid expenses and other current assets ( 24,798 ) ( 141,852 ) Accounts payable 73,294 158,942 Accrued liabilities 8,481 ( 55,425 ) Accrued liabilities – directors 42,249 19,746 Royalties payable ( 100,902 ) ( 419,191 ) Net cash provided (used) by operating activities of continuing operations 350,225 ( 1,068,974 ) CASH FLOWS FROM INVESTING ACTIVITIES OF CONTINUING OPERATIONS: Proceeds from redemption of certificates of deposit 50,682 - Purchases of properties, plant, and equipment ( 52,713 ) ( 501,202 ) Net cash used by investing activities of continuing operations ( 2,031 ) ( 501,202 ) CASH FLOWS FROM FINANCING ACTIVITIES OF CONTINUING OPERATIONS: Payments on dividends payable - ( 787,730 ) Principal payments on long-term debt ( 21,273 ) ( 23,022 ) Net cash used by financing activities of continuing operations ( 21,273 ) ( 810,752 ) Net cash flows provided (used) by continuing operations 326,921 ( 2,380,928 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used by operating activities ( 285,198 ) ( 1,204,818 ) Net cash used by investing activities - ( 113,568 ) Net cash flows used by discontinued operations ( 285,198 ) ( 1,318,386 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 41,723 ( 3,699,314 ) | CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 11,954,635 19,117,666 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 11,996,358 $ 15,418,352 NON-CASH FINANCING AND INVESTING ACTIVITIES: Common stock buyback and retirement - $ 202,980 Conversion of Preferred Series D to Common Stock - $ 16,926 The accompanying notes are an integral part of these condensed consolidated unaudited financial statements. 6 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 NOTE 1 - NATURE OF OPERATIONS United States Antimony Corporation and its subsidiaries in the U.S. and Mexico (“USAC”, the “Company”, “Our”, “Us”, or “We”) sell processed antimony, zeolite, and precious metals products in the U.S. and Canada. The Company processes antimony ore primarily into antimony oxide, antimony metal, and antimony trisulfide. Our antimony oxide is used to form a flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper, as a color fastener in paint, and as a phosphorescent agent in fluorescent light bulbs. Our antimony metal is used in bearings, storage batteries, and ordnance. Our antimony trisulfide is used as a primer in ammunition. In its operations in Idaho, the Company mines and processes zeolite, a group of industrial minerals used in soil amendment and fertilizer, water filtration, sewage treatment, nuclear waste and other environmental cleanup, odor control, gas separation, animal nutrition, and other miscellaneous applications. We recover certain amounts of precious metals, primarily gold and silver, at our plant in Montana from antimony concentrates. Developments in the Current Period - Discontinued Operations The Company has two subsidiaries in Mexico, US Antimony de Mexico, S.A. de C.V. (“USAMSA”) and Antimonio de Mexico, S.A. de C.V. (“ADM”). On March 11, 2024, the Company shut down the operations of USAMSA and announced its plans to sell its USAMSA subsidiary, operations, or assets. The USAMSA subsidiary primarily includes the Company’s Madero antimony and precious metals plant in Parras de la Fuente Coahuila, Mexico and its Puerto Blanco antimony and precious metals plant in San Luis de la Paz Guanajuato, Mexico. The Company intends to sell its USAMSA subsidiary, operations, or assets over the next year and has initiated an active search for buyers of its operations and/or existing assets. While the Company will maintain its existing Los Juarez mining claims and concessions in Mexico, which are included in our ADM subsidiary, there are presently no active operations at Los Juarez. See Note 11 for further information. NOTE 2 - BASIS OF PRESENTATION AND 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, 2024, and its results of operations and cash flows for the three months ended March 31, 2024 and 2023. The Condensed Consolidated Balance Sheet as of December 31, 2023, 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. GAAP”). 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, 2023 filed with the Securities and Exchange Commission on April 12, 2024. This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements. Reclassifications Certain reclassifications have been made to conform prior period amounts to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ equity and cash flows as previously reported. 7 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 Discontinued Operations Disposal groups that meet the discontinued operations criteria by the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-20-45 are classified as discontinued operations and are excluded from continuing operations and segment results for all periods presented. Share-Based Compensation The Company’s share-based awards consist of restricted stock units (“RSUs”) and stock options granted to employees and non-employee directors. RSUs are stock awards entitling the award recipient to a specified number of shares of the Company’s common stock as the award vests. Each of our RSU grants include a time-based vesting condition, which is the only vesting condition related to the RSU grants. The Company calculates the fair value of RSUs on the grant date using the closing market price of the Company’s common stock on the grant date. The Company expenses the grant date fair value of RSUs ratably over the requisite service period, other than RSUs that vest on the grant date, the grant date fair value of which is expensed on the grant date. The Company recognizes forfeitures as they occur. Stock options grant award recipients the option to purchase a specified number of shares of the Company’s common stock at an exercise price per share specified in the grant agreement as the stock options vest. Stock option grants include either a time-based vesting condition or performance-based vesting conditions with a specified term to meet the performance condition. The Company calculates the fair value of stock options on the grant date using the Black-Scholes option-pricing model, which requires the Company to make estimates and assumptions, such as expected volatility, expected term, and risk-free interest rate. For time-based vesting stock option grants, the Company expenses the grant date fair value of the award ratably over the requisite service period. For performance-based vesting stock option grants, the Company expenses the grant date fair value of the award based on the probability and timing of achieving the performance criteria. The Company recognizes forfeitures as they occur. The expense related to employee and non-employee director share-based awards is recorded in “Salaries and benefits” and “General and administrative,” respectively, in the Condensed Consolidated Statements of Operations. Recent Accounting Pronouncements Management does not believe that any recently issued but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures. 8 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 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 convertible preferred stock, stock options, RSUs, and warrants. At March 31, 2024 and 2023, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive were as follows: March 31, 2024 March 31, 2023 Warrants 12,346,215 12,346,215 RSUs 225,695 - Total possible dilution 12,571,910 12,346,215 NOTE 4 – REVENUE RECOGNITION Products consist of the following: · Antimony: includes antimony oxide, antimony metal, antimony trisulfide. · 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 months ended March 31, 2024 and 2023 were as follows: For the three months ended March 31, 2024 March 31, 2023 Antimony product revenue $ 2,228,385 $ 1,612,639 Zeolite product revenue 603,005 482,093 Precious metals product revenue - 116,112 TOTAL REVENUES $ 2,831,390 $ 2,210,844 Domestic and foreign revenues for the three months ended March 31, 2024 and 2023 were as follows: For the three months ended March 31, 2024 March 31, 2023 Domestic revenues $ 2,280,774 $ 1,991,230 Foreign revenues 550,616 219,614 TOTAL REVENUES $ 2,831,390 $ 2,210,844 9 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 The Company’s trade accounts receivable balance related to contracts with customers was $ 1,057,742 at March 31, 2024 and $ 625,256 at December 31, 2023, net of an allowance for doubtful accounts related to trade accounts receivables of $ 271,212 at March 31, 2024 and December 31, 2023. The Company’s products do not involve any warranty agreements and product returns are not typical. NOTE 5– INVENTORIES Inventories at March 31, 2024 and December 31, 2023 consisted primarily of finished antimony metal and oxide products, antimony ore and concentrates, and finished zeolite products. Inventories are stated at the lower of first-in, first-out cost or estimated net realizable value. Finished antimony products and finished zeolite products costs include direct materials, direct labor, overhead, depreciation, and freight. Inventories at March 31, 2024 and December 31, 2023 were as follows: March 31, 2024 December 31, 2023 Antimony oxide inventory $ 136,245 $ 252,927 Antimony metal inventory 90,631 237,429 Antimony ore and concentrates inventory 24,482 23,752 Total antimony inventory 251,358 514,108 Zeolite inventory 401,652 505,046 TOTAL INVENTORIES $ 653,010 $ 1,019,154 At March 31, 2024 and December 31, 2023, inventories were valued at cost, except for the portion of inventory related to zeolite which was valued at net realizable value because costs were greater than the amount the Company expected to receive on the sale of zeolite inventory. The adjustment to inventory for net realizable value was $ 80,143 and $Nil for the three months ended March 31, 2024 and 2023, respectively. Antimony oxide and metal inventory consisted of finished product held by the Company’s plants in Montana and Mexico. Antimony ore and concentrates were held primarily at its sites in Montana and Mexico. The Company’s zeolite inventory consisted primarily of saleable zeolite material at the Company’s plant located in Idaho. 10 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 NOTE 6 – PROPERTIES, PLANTS AND EQUIPMENT The major components of the Company’s properties, plants and equipment (“PP&E”) by segment at March 31, 2024 and December 31, 2023 were as follows: March 31, 2024 Antimony Segment Zeolite Segment Precious Metals USAC Mexico BRZ Segment TOTAL Plant and equipment $ 1,675,444 $ 79,001 $ 5,368,804 $ 234,174 $ 7,357,423 Buildings 243,248 11,970 2,025,043 - 2,280,261 Land and other 2,727,198 1,329,987 687,639 - 4,744,824 Construction in progress - - 18,590 - 18,590 PP&E, gross $ 4,645,890 $ 1,420,958 $ 8,100,076 $ 234,174 $ 14,401,098 Accumulated depreciation ( 2,675,660 ) ( 239,047 ) ( 3,597,180 ) ( 179,399 ) ( 6,691,286 ) PP&E, net $ 1,970,230 $ 1,181,911 $ 4,502,896 $ 54,775 $ 7,709,812 December 31, 2023 Antimony Segment Zeolite Segment Precious Metals USAC Mexico BRZ Segment TOTAL Plant and equipment $ 1,675,444 $ 79,001 $ 5,336,808 $ 234,174 $ 7,325,427 Buildings 243,248 11,970 2,025,043 - 2,280,261 Land and other 2,727,198 1,329,987 687,639 - 4,744,824 Construction in progress - - 8,951 - 8,951 PP&E, gross $ 4,645,890 $ 1,420,958 $ 8,058,441 $ 234,174 $ 14,359,463 Accumulated depreciation ( 2,661,719 ) ( 235,024 ) ( 3,524,130 ) ( 173,545 ) ( 6,594,418 ) PP&E, net $ 1,984,171 $ 1,185,934 $ 4,534,311 $ 60,629 $ 7,765,045 11 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 NOTE 7 – LONG-TERM DEBT Long-term debt at March 31, 2024 and December 31, 2023 was as follows: March 31, 2024 December 31, 2023 Installment contract payable to Caterpillar Financial Services, bearing interest at 6.65%, payable in 24 monthly installments of $7,210 maturing April 28, 2024; collateralized by 2007 Caterpillar 740 articulated truck $ 7,170 $ 28,443 Total debt 7,170 28,443 Less current portion of debt ( 7,170 ) ( 28,443 ) Long term portion of debt $ - $ - The principal payments owed Caterpillar Financial Services of $ 7,170 at March 31, 2024 will be due in April 2024. NOTE 8 – COMMITMENTS AND CONTINGENCIES The Company follows U.S. GAAP guidance in determining its accruals and disclosures with respect to loss contingencies and evaluates such accruals and contingencies for each reporting period. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a loss could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. Historically, from time to time, the Company is assessed fines and penalties by the Mine Safety and Health Administration (“MSHA”). Using appropriate regulatory channels, management may contest these proposed assessments. At March 31, 2024 and December 31, 2023, the Company had no accrued liabilities relating to such assessments. However, during the first quarter of 2024, Bear River Zeolite Company (“BRZ”), a wholly owned subsidiary of the Company, received four significant and substantial citations from MSHA, all of which have been rectified by BRZ prior to the filing of this quarterly report. On a combined basis, BRZ pays royalties ranging from 8 % to 13 % on the sale of zeolite products. At March 31, 2024 and December 31, 2023, the Company had accrued royalties payable of $ 52,527 and $ 153,429 , respectively. NOTE 9 – STOCKHOLDERS’ EQUITY On January 25, 2023, the holders of 1,692,672 shares of Series D Preferred stock converted the preferred shares and the Company issued 1,692,672 shares of common stock. The Company also paid the holders $ 787,730 for dividends payable as declared on November 28, 2022. 1,590,672 shares of the 1,692,672 shares of Series D Preferred stock that were converted and $ 740,261 of the $ 787,730 of dividends paid related to the estate of John Lawrence, who was a prior President and Chairman of the Company. On January 26, 2023, in conjunction with its share repurchase plan, the Company returned to treasury and cancelled 418,696 of its common shares which were repurchased prior to December 31, 2022 for $202,980 . 12 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 Stock option and RSU awards were granted on January 29, 2024 and March 1, 2024 in accordance with our 2023 Equity Incentive Plan, which was approved by the Company’s shareholders. No other equity grants were outstanding at March 31, 2024. The Company’s Board of Directors granted to an employee on January 29, 2024 100,000 RSUs, one-third of which vest each year beginning each anniversary subsequent to the grant date, and 200,000 stock options with performance-based vesting conditions and a 10-year term. The fair value of the RSUs granted on January 29, 2024 was $24,000 and the fair value of the stock options granted on January 29, 2024 was $48,000. The Company’s Board of Directors also granted 2,375,000 RSUs and 3,400,000 stock options to employees and non-employee directors on March 1, 2024 with the RSUs vesting one-third each year beginning on the grant date, 2,500,000 stock options vesting one-third each year beginning each anniversary subsequent to the grant date, and 900,000 stock options with performance-based vesting conditions and a 3-year term. The fair value of the RSUs granted on March 1, 2024 was $522,500 and the fair value of the stock options granted on March 1, 2024 was $544,000. One-third of the RSUs granted on March 1, 2024, which equates to 791,667 shares of the Company’s common stock, vested during the three months ended March 31, 2024. At March 31, 2024, 1,583,333 RSU’s are unvested from the March 1, 2024 grant and 100,000 RSUs are unvested from the January 29, 2024 grant. The Company expensed $205,925 and $nil during the three months ended March 31, 2024 and 2023, respectively, related to stock option and RSU grant s. The remaining unrecognized compensation expense for RSUs granted on January 29, 2024 was $ 22,667 at March 31, 2024, which is expected to be recognized over the next 2.83 years. The remaining unrecognized compensation expense for RSUs granted on March 1, 2024 was $ 333,819 at March 31, 2024, which is expected to be recognized over the next 2.92 years. The remaining unrecognized compensation expense for stock options granted on January 29, 2024 was $ 47,200 at March 31, 2024, which is expected to be recognized over the next 8.33 years. These stock options had no intrinsic value at March 31, 2024. The remaining unrecognized compensation expense for stock options granted on March 1, 2024 was $ 528,889 at March 31, 2024, which is expected to be recognized over the next 2.92 years. The intrinsic value of these stock options at March 31, 2024 was $ 102,000 . The fair value of stock options granted on January 29, 2024 and March 1, 2024 and the key assumptions used in the Black-Scholes valuation model to calculate the fair value are as follows: Stock Options Stock Options Granted On Granted On January 29, 2024 March 1, 2024 Fair value per share of options granted $ 0.24 $ 0.16 Options granted 200,000 3,400,000 Exercise price per share $ 0.25 $ 0.22 Expected Term (in years) 10 3 Risk-free rate 4.08 % 4.32 % Volatility 302.65 % 116.28 % 13 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 Common stock warrants No warrants were issued, expired, or exercised during the three months ended March 31, 2024 and 2023. The composition of the Company’s warrants outstanding at March 31, 2024 and 2023 was as follows: Number of warrants Exercise Price Expiration Date Remaining life (years) 2,285,715 $ 0.46 7/31/2025 1.33 804,000 $ 0.46 1/27/2026 1.83 7,650,000 $ 0.85 8/3/2026 2..34 1,606,500 $ 0.85 2/1/2026 1.84 12,346,215 NOTE 10 – BUSINESS SEGEMENTS The Company is organized and managed with four business segments, which represent our operating units: United States antimony operations, Mexico antimony operations, precious metals recovery and United States zeolite operations. See Note 11 for the Mexico discontinued operations that are excluded from business segments. Total assets by segment at March 31, 2024 and December 31, 2023 were as follows: Total Assets, Excluding Discontinued Operations March 31, 2024 December 31, 2023 Antimony segment: United States total assets $ 14,962,876 $ 14,769,408 Mexico total assets 1,248,036 1,211,319 Subtotal antimony segment $ 16,210,912 $ 15,980,727 Precious metals segment: United States total assets $ 86,864 $ 92,718 Mexico total assets - - Subtotal precious metals segment $ 86,864 $ 92,718 Zeolite segment 5,276,627 5,474,010 Total assets, excluding discontinued operations $ 21,574,403 $ 21,547,455 14 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 Total capital expenditures by segment for the three months ended March 31, 2024 and 2023 were as follows: Capital expenditures, Excluding Discontinued Operations For the three months ended March 31, 2024 March 31, 2023 Antimony segment: United States capital expenditures $ - $ 3,550 Mexico capital expenditures - - Subtotal antimony segment $ - $ 3,550 Precious metals segment - - Zeolite segment 52,713 497,652 Total capital expenditures, excluding discontinued operations $ 52,713 $ 501,202 Selected segment operational information for the three months ended March 31, 2024 and 2023 were as follows: Segment Operations, Excluding Discontinued Operations Antimony Antimony Total Precious For the three months ended March 31, 2024 USA Mexico Antimony Metals Zeolite Total Total revenues $ 2,228,385 $ - $ 2,228,385 $ - $ 603,005 $ 2,831,390 Depreciation and amortization 13,941 4,024 17,965 5,854 82,328 106,147 Income (loss) from operations $ 394,806 ($ 26,197 ) $ 368,609 ($ 5,854 ) ($ 431,501 ) ( 68,746 ) Other income 154,847 Income tax expense - NET INCOME $ 86,101 Segment Operations, Excluding Discontinued Operations Antimony Antimony Total Precious For the three months ended March 31, 2023 USA Mexico Antimony Metals Zeolite Total Total revenues $ 1,612,639 $ - $ 1,612,639 $ 116,112 $ 482,093 $ 2,210,844 Depreciation and amortization 8,280 4,024 12,304 5,854 51,174 69,332 Income (loss) from operations $ 62,072 ($ 27,849 ) $ 34,223 $ 110,258 ($ 64,605 ) $ 79,876 Other income 213,505 Income tax expense - NET INCOME $ 293,381 15 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 NOTE 11 – DISCONTINUED OPERATIONS As described in Note 1 , on March 11, 2024, the Company shut down the operations of USAMSA and announced its plans to sell its USAMSA subsidiary, operations, or assets over the next year. The accounting requirements for reporting USAMSA as a discontinued operation were met in the first quarter of 2024. Accordingly, the condensed consolidated financial statements and notes to the condensed consolidated financial statements reflect the results of USAMSA as a discontinued operation and are excluded from continuing operations and segment results for all periods presented. Our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows report discontinued operations separate from continuing operations. Our Condensed Consolidated Statements of Equity combine the results of continuing and discontinued operations. The key components of the loss from discontinued operations for the three months ended March 31, 2024 and 2023 were as follows: For the three months ended March 31, 2024 March 31, 2023 REVENUES $ 240,677 $ - COST OF REVENUES 474,096 930,262 GROSS PROFIT LOSS ( 233,419 ) ( 930,262 ) OPERATING EXPENSES: General and administrative 44,892 14,323 Professional fees 35,151 38,802 Other operating expenses 88,246 108,345 TOTAL OPERATING EXPENSES 168,289 161,470 LOSS FROM OPERATIONS ( 401,708 ) ( 1,091,732 ) OTHER EXPENSE: Other miscellaneous expense ( 7,161 ) ( 8,633 ) TOTAL OTHER EXPENSE ( 7,161 ) ( 8,633 ) LOSS FROM DISCONTINUED OPERATIONS BEFORE TAX ( 408,869 ) ( 1,100,365 ) Income tax expense - - LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX $ ( 408,869 ) $ ( 1,100,365 ) Depreciation and amortization expense of USAMSA totaled $nil and $ 154,909 for the three months ended March 31, 2024 and 2023, respectively. Accretion of asset retirement obligation of USAMSA totaled $nil and $ 2,993 for the three months ended March 31, 2024 and 2023, respectively. 16 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 Write down of inventory to net realizable value of USAMSA totaled $ 43,074 and $ 246,792 for the three months ended March 31, 2024 and 2023, respectively. Capital expenditures of USAMSA totaled $nil and $ 113,568 for the three months ended March 31, 2024 and 2023, respectively. The carrying amounts of major classes of assets and liabilities of USAMSA included in assets and liabilities of discontinued operations were as follows: March 31, 2024 December 31, 2023 ASSETS CURRENT ASSETS Inventories, net $ 215,110 $ 366,955 Total current assets, discontinued operations 215,110 366,955 Properties, plants and equipment, net 5,689,446 5,689,446 IVA receivable and other assets, net 526,128 491,139 Total assets, discontinued operations $ 6,430,684 $ 6,547,540 LIABILITIES CURRENT LIABILITIES Accounts payable $ 137,744 $ 126,788 Accrued liabilities 20,359 24,500 Total current liabilities, discontinued operations 158,103 151,288 Asset retirement obligations 536,466 536,466 Total liabilities, discontinued operations $ 694,569 $ 687,754 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 assessment was settled in 2018 with no assessment due from the Company. In early 2019, the Company was notified that SAT re-opened its assessment of USAMSA’s 2013 income tax return and, in November 2019, SAT assessed the Company $ 16.3 million pesos, which was approximately $ 795,000 USD as of December 31, 2021. 17 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2024 Management reviewed the 2019 assessment notice from SAT and, similar to the earlier assessment, believes the findings have no merit. 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. In 2022, the Mexican court ruled against the Company in the above matter. The Company subsequently appealed the ruling. As of December 31, 2023, the updated SAT assessment was approximately $ 22.4 million pesos, or approximately $ 1,320,000 USD, which includes $ 352,000 of unpaid income taxes and $ 968,000 of interest and penalties. Management, along with its legal counsel, assessed the possible outcomes for this tax audit and believes, based on discussions with its attorneys located in Mexico, that the most likely outcome will be that the Company will be successful in its appeal resulting in no tax due. Management determined that no amount should be accrued at December 31, 2023 or December 31, 2022 relating to this potential tax liability. In March 2024, the Company received a favorable ruling from its appeal with no assessment due related to this audit of USAMSA’s 2013 income tax return by SAT. This ruling supports the Company’s position on this tax matter and had no impact on the Company’s financial statements at March 31, 2024 or December 31, 2023. Mexico’s lower court will issue a final ruling on this matter as to whether this decision can be appealed by the appropriate Mexican authorities. Mexico Value Added Tax USAMSA records a receivable for the Value Added Tax (“VAT” or “IVA”) it pays on certain goods and services representing amounts to be reimbursed from the Mexican government. USAMSA has a reserve of $ 717,647 and $ 687,534 on its IVA receivable balance at March 31, 2024 and December 31, 2023, respectively. The net IVA receivable of $ 470,083 and $ 435,094 at March 31, 2024 and December 31, 2023, respectively, is recorded in “IVA receivable and other assets, net” in assets held for sale in discontinued operations. 18 Table of Contents