UNITED STATES ANTIMONY CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2024 December 31, 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 12,391,431 $ 11,899,574 Certificates of deposit 22,216 72,898 Accounts receivable, net 1,393,760 625,256 Inventories, net 462,354 1,019,154 Prepaid expenses and other current assets 291,229 92,369 Current assets held for sale (Note 11) 50,798 366,955 Total current assets 14,611,788 14,076,206 Properties, plants and equipment, net 7,798,594 7,765,045 Restricted cash for reclamation bonds 55,060 55,061 Other assets 20,217 18,098 Non-current assets held for sale (Note 11) 6,443,581 6,180,585 Total assets $ 28,929,240 $ 28,094,995 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 544,100 $ 330,147 Accrued liabilities 157,001 109,341 Accrued liabilities - directors 161,249 124,810 Royalties payable 113,917 153,429 Long-term debt, current portion 129,967 28,443 Current liabilities held for sale (Note 11) 145,930 151,288 Total current liabilities 1,252,164 897,458 Long-term debt, net of current portion 262,127 - Stock payable to directors 38,542 38,542 Asset retirement obligations 1,138,102 1,101,561 Non-current liabilities held for sale (Note 11) 536,466 536,466 Total liabilities 3,227,401 2,574,027 COMMITMENTS AND CONTINGENCIES (Note 8 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 $ 971,250 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 64,146,766 63,853,836 Accumulated deficit ( 39,538,595 ) ( 39,418,619 ) Total stockholders' equity 25,701,839 25,520,968 Total liabilities and stockholders' equity $ 28,929,240 $ 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 SUBSDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the three months ended For the six months ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 REVENUES $ 2,813,780 $ 2,265,117 $ 5,645,170 $ 4,475,961 COST OF REVENUES 1,905,139 1,878,558 3,913,625 3,694,559 GROSS PROFIT 908,641 386,559 1,731,545 781,402 OPERATING EXPENSES: General and administrative 477,366 247,419 932,760 388,690 Salaries and benefits 285,359 145,412 526,964 273,104 Professional fees 221,529 191,063 398,686 237,067 Loss on disposal of property, plant and equipment - - 17,494 - Other operating expenses 137,991 - 137,991 - TOTAL OPERATING EXPENSES 1,122,245 583,894 2,013,895 898,861 LOSS FROM OPERATIONS ( 213,604 ) ( 197,335 ) ( 282,350 ) ( 117,459 ) OTHER INCOME (EXPENSE): Interest and investment income 151,921 167,781 302,772 290,153 Trademark and licensing income 8,360 11,381 14,728 18,906 Other miscellaneous income (expense) ( 2,381 ) ( 4,859 ) ( 4,753 ) 78,749 TOTAL OTHER INCOME 157,900 174,303 312,747 387,808 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES ( 55,704 ) ( 23,032 ) 30,397 270,349 Income tax expense - - - - INCOME (LOSS) FROM CONTINUING OPERATIONS ( 55,704 ) ( 23,032 ) 30,397 270,349 Discontinued operations: Income (loss) from discontinued operations before income taxes 258,496 ( 313,433 ) ( 150,373 ) ( 1,413,798 ) Income tax expense - - - - Income (loss) from discontinued operations (Note 11) 258,496 ( 313,433 ) ( 150,373 ) ( 1,413,798 ) Net income (loss) 202,792 ( 336,465 ) ( 119,976 ) ( 1,143,449 ) Preferred dividends ( 1,875 ) ( 1,875 ) ( 3,750 ) ( 3,750 ) Net income (loss) available to common stockholders $ 200,917 ($ 338,340 ) ($ 123,726 ) ($ 1,147,199 ) Basic and diluted earnings per common share: Income (loss) from continuing operations $nil $nil $nil $nil Income (loss) from discontinued operations $nil $nil $nil $ ( 0.01 ) Net income (loss) $nil $nil $nil $ ( 0.01 ) Weighted average shares outstanding: Basic 108,438,984 107,647,317 108,173,645 107,504,628 Diluted 108,943,126 107,647,317 108,425,716 107,504,628 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 and six months ended June 30, 2024 and 2023 Total Preferred Stock Common stock Additional Paid In Shares to be returned to Accumulated Shares Amount Shares Amount Capital treasury Deficit Total Balances, December 31, 2022 2,620,576 $ 26,205 106,373,341 $ 1,063,732 $ 64,052,630 ($202,980) ($33,070,332) $ 31,869,255 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 Net loss - - - - - - ( 336,465 ) ( 336,465 ) Balances, June 30, 2023 927,904 $ 9,279 107,647,317 $ 1,076,472 $ 63,853,836 $ - ( 34,213,781 ) $ 30,725,806 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 Share-based compensation - - - - 94,922 - - 94,922 Net Income - - - - - - 202,792 202,792 Balances, June 30, 2024 927,904 $ 9,279 108,438,984 $ 1,084,389 $ 64,146,766 $ - $ ( 39,538,595 ) $ 25,701,839 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) For the six months ended June 30, 2024 June 30, 2023 CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS: Net income from continuing operations $ 30,397 $ 270,349 Adjustments to reconcile net income from continuing operations to net cash provided (used) by operating activities of continuing operations: Depreciation and amortization 220,633 154,458 Accretion of asset retirement obligation 36,541 750 Loss on disposal of property, plant, and equipment 17,494 - Write down of inventory to net realizable value 10,501 - Share-based compensation 300,847 - Allowance for doubtful accounts on accounts receivable ( 14,258 ) 43,560 Other non-cash items ( 16,106 ) ( 13,621 ) Changes in operating assets and liabilities: Accounts receivable ( 754,246 ) ( 567,077 ) Inventories, net 546,299 ( 265,804 ) Prepaid expenses and other current assets ( 198,860 ) ( 240,225 ) Other assets ( 2,119 ) - Accounts payable 213,953 ( 253,580 ) Accrued liabilities 47,660 ( 52,935 ) Accrued liabilities – directors 36,439 145,413 Royalties payable ( 39,512 ) ( 389,716 ) Net cash provided (used) by operating activities of continuing operations 435,663 ( 1,168,428 ) CASH FLOWS FROM INVESTING ACTIVITIES OF CONTINUING OPERATIONS: Proceeds from redemption of certificates of deposit 50,682 - Purchases of properties, plant, and equipment ( 150,721 ) ( 1,195,534 ) Net cash used by investing activities of continuing operations ( 100,039 ) ( 1,195,534 ) CASH FLOWS FROM FINANCING ACTIVITIES OF CONTINUING OPERATIONS: Payments on dividends payable - ( 787,730 ) Principal payments on long-term debt ( 39,071 ) ( 46,370 ) Net cash used by financing activities of continuing operations ( 39,071 ) ( 834,100 ) Net cash flows provided (used) by continuing operations 296,553 ( 3,198,062 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided (used) by operating activities 195,303 ( 2,023,067 ) Net cash used by investing activities - ( 152,322 ) Net cash flows provided (used) by discontinued operations 195,303 ( 2,175,389 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 491,856 ( 5,373,451 ) 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 $ 12,446,491 $ 13,744,215 NON-CASH FINANCING AND INVESTING ACTIVITIES: Common stock buyback and retirement - $ 202,980 Conversion of Preferred Series D to Common Stock - $ 16,927 Equipment purchased with note payable $ 402,722 $ 0 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) June 30, 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 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. 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 over the next year and has initiated an active search for buyers of its operations and/or 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. In May 2024, the Company made the decision to sell the personal residence it owns in Idaho that was previously used for management located near its Bear River Zeolite Company (“BRZ”) operation (“BRZ Home”). BRZ is a wholly-owned subsidiary of USAC. The Company also signed an agreement with a realtor in May 2024 to assist with the sale of its BRZ Home. An active search for a buyer began after signing the agreement with the realtor and the Company expects the BRZ Home to be sold sometime over the next year. See Note 11 for further information. BRZ financed the purchase of a wheel loader in the second quarter of 2024. See Note 7 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 June 30, 2024, and its results of operations and cash flows for the three and six months ended June 30, 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. 7 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 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. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company's consolidated financial position and results of operations. Operating results for the three and six-month periods ended June 30, 2024, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024. 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. Assets Held for Sale and Discontinued Operations The Company classifies assets and liabilities to be sold ("Disposal Group") as held for sale in the period when all of the applicable criteria are met, including: (i) management commits to a plan to sell, (ii) the Disposal Group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the Disposal Group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the Disposal Group is generally probable of being completed within one year. Management performs an assessment at least quarterly or when events or changes in business circumstances indicate that a change in classification may be necessary. Assets and liabilities held for sale are presented separately within the Condensed Consolidated Balance Sheets with any adjustments necessary to measure the Disposal Group at the lower of its carrying value or fair value less costs to sell. Depreciation of property and equipment are not recorded while these assets are classified as held for sale. For each period the Disposal Group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value. The Company categorizes the assets and liabilities of a Disposal Group, or business component, as discontinued operations once management commits to a plan to sell, the business segment is available for immediate sale, management has initiated a plan to sell at a price that is reasonable in relation to its fair value, management anticipates the sale will occur within one year, and it is unlikely that significant changes will be made to the plan to sell. In addition, the business component must be comprised of operations and cash flows that are clearly distinguished from the rest of the entity. The results of discontinued operations are aggregated and presented separately in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations. 8 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 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 RSU granted includes a service-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 recognizes the grant date fair value of RSUs as share-based compensation expense ratably over the requisite service period, other than RSUs or portions of RSUs that vest on the grant date, in which case the grant date fair value of that RSU or portion of RSU is recognized as share-based compensation expense on the grant date. The Company recognizes forfeitures as they occur. Stock options grant award recipients the option to purchase a specified number of shares of the Company’s common stock at an exercise price per share specified in the grant agreement as the stock options vest. Stock option grants include either a service-based vesting condition or performance-based vesting conditions with a specified contractual term. The Company calculates the fair value of stock options on the grant date using the Black-Scholes option-pricing model, which requires the Company to make estimates and assumptions, such as expected volatility, expected term, and risk-free interest rate. Service and performance conditions are not considered in determining the award’s fair value on the grant date. The Company recognizes share-based compensation expense related to stock option awards from the grant date through the vesting date. For service-based vesting stock option grants, the Company expenses the grant date fair value of the award ratably over the requisite service period. For performance-based vesting stock option grants, the Company expenses the grant date fair value of the award ratably from the grant date through the vesting date based on the probability and timing of achieving the performance conditions. The Company recognizes forfeitures and expirations 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. 9 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 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 beginning January 1, 2025, and are applied retrospectively. Early adoption is permitted. We are currently evaluating the effect the updated standard will have 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 effect the updated standard will have on our consolidated financial statements and disclosures. 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 June 30, 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: June 30, 2024 June 30, 2023 Warrants 12,346,215 12,346,215 Stock options and RSU awards 3,945,000 - Total possible dilution 16,291,215 12,346,215 10 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 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 June 30, 2024 and 2023 were as follows: For the three months ended June 30, 2024 June 30, 2023 Antimony product revenue $ 1,814,778 $ 1,351,705 Zeolite product revenue 994,386 787,091 Precious metals product revenue 4,616 126,321 TOTAL REVENUES $ 2,813,780 $ 2,265,117 Sales of products for the six months ended June 30, 2024 and 2023 were as follows: For the six months ended June 30, 2024 June 30, 2023 Antimony product revenue $ 4,043,163 $ 2,964,344 Zeolite product revenue 1,597,391 1,269,184 Precious metals product revenue 4,616 242,433 TOTAL REVENUES $ 5,645,170 $ 4,475,961 Domestic and foreign revenues for the three months ended June 30, 2024 and 2023 were as follows: For the three months ended June 30, 2024 June 30, 2023 Domestic revenues $ 2,168,823 $ 1,814,987 Foreign revenues 644,957 450,130 TOTAL REVENUES $ 2,813,780 $ 2,265,117 Domestic and foreign revenues for the six months ended June 30, 2024 and 2023 were as follows: For the six months ended June 30, 2024 June 30, 2023 Domestic revenues $ 4,449,597 $ 3,584,434 Foreign revenues 1,195,573 891,527 TOTAL REVENUES $ 5,645,170 $ 4,475,961 11 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 The Company’s trade accounts receivable balance related to contracts with customers was $ 1,393,760 at June 30, 2024 and $ 625,256 at December 31, 2023, net of an allowance for doubtful accounts related to trade accounts receivables of $ 256,955 and $ 271,212 at June 30, 2024 and December 31, 2023, respectively. The Company’s products do not involve any warranty agreements and product returns are not typical. NOTE 5– INVENTORIES Inventories at June 30, 2024 and December 31, 2023 consisted primarily of finished antimony metal and antimony 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 primarily include direct materials, direct labor, overhead, depreciation, and freight. Inventories at June 30, 2024 and December 31, 2023 were as follows: June 30, 2024 December 31, 2023 Antimony oxide inventory $ 47,166 $ 252,927 Antimony metal inventory 12,361 237,429 Antimony ore and concentrates inventory 25,899 23,752 Total antimony inventory 85,426 514,108 Zeolite inventory 376,928 505,046 TOTAL INVENTORIES $ 462,354 $ 1,019,154 At June 30, 2024 and December 31, 2023, inventories were valued at cost, except for the portion of inventory related to zeolite at June 30, 2024, 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 value inventory at net realizable value was $ 10,501 and $nil at June 30, 2024 and 2023, respectively. Antimony oxide and metal inventory consisted of finished products held by the Company’s plant in Montana. Antimony ore and concentrates were held primarily at its plants in Montana and Mexico. The Company’s zeolite inventory consisted primarily of saleable zeolite material at the Company’s plant in Idaho. 12 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 NOTE 6 – PROPERTIES, PLANTS AND EQUIPMENT The major components of the Company’s properties, plants and equipment (“PP&E”) by segment at June 30, 2024 and December 31, 2023 were as follows: June 30, 2024 Antimony Segment Zeolite Segment Precious Metals USAC Mexico BRZ Segment TOTAL Plant and equipment $ 1,675,444 $ 79,001 $ 5,888,536 $ 234,174 $ 7,877,155 Buildings 243,248 11,970 1,705,893 - 1,961,111 Land and other 2,727,198 1,329,987 687,639 - 4,744,824 Construction in progress - - - - - PP&E, gross $ 4,645,890 $ 1,420,958 $ 8,282,068 $ 234,174 $ 14,583,090 Accumulated depreciation ( 2,689,707 ) ( 243,072 ) ( 3,666,464 ) ( 185,253 ) ( 6,784,496 ) PP&E, net $ 1,956,183 $ 1,177,886 $ 4,615,604 $ 48,921 $ 7,798,594 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 NOTE 7 – LONG-TERM DEBT Long-term debt at June 30, 2024 and December 31, 2023 was as follows: June 30, 2024 December 31, 2023 Installment contract payable to Komatsu, bearing interest at 3.49%, payable in 36 monthly installments of $11,799 maturing May 2027; collateralized by the Komatsu Wheel Loader $ 392,094 $ - Installment contract payable to Caterpillar Financial Services, bearing interest at 6.65%, payable in 24 monthly installments of $7,210 maturing April 28, 2024; collateralized by 2007 Caterpillar 740 articulated truck - 28,443 Total debt 392,094 28,443 Less current portion of debt ( 129,967 ) ( 28,443 ) Long term portion of debt $ 262,127 $ - 13 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 At June 30, 2024, principal payments on debt were due as follows: Twelve months ending June 30, Principal Payment 2025 $ 129,967 2026 134,577 2027 127,550 $ 392,094 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 June 30, 2024 and December 31, 2023, the Company had no accrued liabilities relating to such assessments. However, during the six months ended June 30, 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. On a combined basis, BRZ pays royalties ranging from 8 % to 13 % on the sale of zeolite products. At June 30, 2024 and December 31, 2023, the Company had accrued royalties payable of $ 113,917 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 cumulative dividends payable as declared on November 28, 2022. 1,590,672 shares of the 1,692,672 shares of Series D Preferred stock that were converted and $ 740,261 of the $ 787,730 of dividends paid related to the estate of John Lawrence, who was 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 . 14 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 Share-based compensation The Company had no equity awards outstanding during fiscal year 2023. During the six months ended June 30, 2024, stock option and RSU awards were granted in accordance with our 2023 Equity Incentive Plan, which was approved by the Company’s shareholders. The Company recognized $ 94,922 and $nil during the three months ended June 30, 2024 and 2023, respectively, and $ 300,847 and $nil during the six months ended June 30, 2024 and 2023, respectively, of share-based compensation expense arising from stock option and RSU grants as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Share-based compensation expense: Stock options $ 47,558 $ - $ 63,469 $ - RSUs 47,364 - 237,378 - Total share-based compensation expense $ 94,922 $ - $ 300,847 $ - Stock options: Stock options granted have either a 3 -year or 10 -year contractual term and are subject to either service or performance-based vesting conditions. The following table shows the annual weighted-average assumptions used to value options granted during the six months ended June 30, 2024: Six Months Ended Grant-Date Weighted-Average Assumptions June 30, 2024 Expected term (in years) 3.9 Risk-free interest rate 4.3 % Expected dividend yield 0.0 % Expected volatility 140.4 % Fair value per share of options granted $ 0.17 Expected term – The expected term represents the period of time that options are expected to be outstanding. As the Company does not have sufficient historical exercise behavior, it uses the contractual term of the option for the expected term assumption. Risk-free interest rate – The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of the grant with an equivalent term approximating the expected term of the options. Expected dividend yield —The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility – The expected volatility is based on the historical volatility of our stock price over the expected term of the stock option. 15 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 Activity with respect to stock options is summarized as follows: Weighted-Average Weighted- Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term (in years) Value Options outstanding, December 31, 2023 - n/a n/a n/a Granted 3,900,000 $ 0.22 n/a n/a Exercised - n/a n/a n/a Forfeited - n/a n/a n/a Expired - n/a n/a n/a Options outstanding, June 30, 2024 3,900,000 $ 0.22 3.6 $ 450,000 Nonvested options, June 30, 2024 3,900,000 $ 0.22 3.6 $ 450,000 Vested and exercisable options, June 30, 2024 - n/a n/a n/a At June 30, 2024, total unrecognized share-based compensation expense related to stock options was $ 606,531 , which is expected to be recognized over a weighted-average remaining period of 4.0 years. Restricted stock units: Activity with respect to RSUs is summarized as follows: Weighted-Average Grant-Date Shares Fair Value Nonvested shares at December 31, 2023 - n/a Granted 2,670,000 $ 0.22 Vested ( 791,667 ) $ 0.22 Forfeited - n/a Nonvested shares at June 30, 2024 1,878,333 $ 0.23 At June 30, 2024, total unrecognized share-based compensation expense related to RSUs was $ 363,172 , which is expected to be recognized over a weighted-average remaining period of 1.9 years. 16 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 Common stock warrants No warrants were issued, expired, or exercised during the six months ended June 30, 2024 and 2023. The composition of the Company’s warrants outstanding at June 30, 2024 and 2023 was as follows: Number of warrants Exercise Price Expiration Date Remaining life (years) 2,285,715 $ 0.46 7/31/2025 1.08 804,000 $ 0.46 1/27/2026 1.58 7,650,000 $ 0.85 8/3/2026 2.09 1,606,500 $ 0.85 2/1/2026 1.59 12,346,215 NOTE 10 – BUSINESS SEGMENTS 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 June 30, 2024 and December 31, 2023 were as follows: Total Assets, Excluding Discontinued Operations June 30, 2024 December 31, 2023 Antimony segment: United States total assets $ 15,568,968 $ 14,769,408 Mexico total assets 1,259,154 1,211,319 Subtotal antimony segment $ 16,828,122 $ 15,980,727 Precious metals segment: United States total assets $ 48,921 $ 92,718 Mexico total assets - - Subtotal precious metals segment $ 48,921 $ 92,718 Zeolite segment 5,557,818 5,474,010 Total assets, excluding discontinued operations $ 22,434,861 $ 21,547,455 17 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 Total capital expenditures by segment for the three and six months ended June 30, 2024 and 2023 were as follows: Capital expenditures, Excluding Discontinued Operations For the three months ended For the six months ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Antimony segment: United States capital expenditures $ - $ 58,299 $ - $ 61,849 Mexico capital expenditures - - - - Subtotal antimony segment $ - $ 58,299 $ - $ 61,849 Precious metals segment - - - - Zeolite segment 98,008 636,033 150,721 $ 1,133,685 Total capital expenditures, excluding discontinued operations $ 98,008 $ 694,332 $ 150,721 $ 1,195,534 The zeolite segment’s capital expenditures for the three and six months ended June 30, 2024 excludes $402,722 related to a wheel loader purchased with a note payable. Selected segment operational information for the three and six months ended June 30, 2024 and 2023 were as follows: Segment Operations, Excluding Discontinued Operations Antimony Antimony Total Precious For the three months ended June 30, 2024 USA Mexico Antimony Metals Zeolite Total Total revenues $ 1,814,778 $ 0 $ 1,814,778 $ 4,616 $ 994,386 $ 2,813,780 Depreciation and amortization 14,047 4,024 18,071 5,855 90,560 114,486 Income (loss) from operations $ ( 37,909 ) $ ( 26,196 ) $ ( 64,105 ) $ ( 1,239 ) $ ( 148,260 ) $ ( 213,604 ) Other income 157,900 Income tax expense - Loss from continuing operations $ ( 55,704 ) Segment Operations, Excluding Discontinued Operations Antimony Antimony Total Precious For the three months ended June 30, 2023 USA Mexico Antimony Metals Zeolite Total Total revenues $ 1,351,705 $ 0 $ 1,351,705 $ 126,321 $ 787,091 $ 2,265,117 Depreciation and amortization 10,361 4,015 14,376 5,855 64,895 85,126 Income (loss) from operations $ ( 317,513 ) $ ( 24,140 ) $ ( 341,653 ) $ 120,466 $ 23,852 $ ( 197,335 ) Other income 174,303 Income tax expense - Loss from continuing operations $ ( 23,032 ) 18 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 Segment Operations, Excluding Discontinued Operations Antimony Antimony Total Precious For the six months ended June 30, 2024 USA Mexico Antimony Metals Zeolite Total Total revenues $ 4,043,163 $ - $ 4,043,163 $ 4,616 $ 1,597,391 $ 5,645,170 Depreciation and amortization 27,988 8,048 36,036 11,709 172,888 220,633 Income (loss) from operations $ 356,897 $ ( 52,393 ) $ 304,504 $ ( 7,093 ) $ ( 579,761 ) $ ( 282,350 ) Other income $ 312,747 Income tax expense - Income from continuing operations $ 30,397 Segment Operations, Excluding Discontinued Operations Antimony Antimony Total Precious For the six months ended June 30, 2023 USA Mexico Antimony Metals Zeolite Total Total revenues $ 2,964,344 $ - $ 2,964,344 $ 242,433 $ 1,269,184 $ 4,475,961 Depreciation and amortization 18,641 8,039 26,680 11,709 116,069 154,458 Income (loss) from operations $ ( 255,441 ) $ ( 51,989 ) $ ( 307,430 ) $ 230,724 $ ( 40,753 ) $ ( 117,459 ) Other income 387,808 Income tax expense - Income from continuing operations $ 270,349 NOTE 11 – DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE As described in Note 1 , on March 11, 2024, the Company shut down the operations of USAMSA, which was part of the antimony segment, and announced its plans to sell its USAMSA subsidiary over the next year. The accounting requirements for reporting USAMSA as a discontinued operation were met in the first quarter of 2024. Accordingly, our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows report discontinued operations separate from continuing operations for all periods presented. Our Condensed Consolidated Statements of Equity combine the results of continuing and discontinued operations. In addition, the Notes to Condensed Consolidated Financial Statements exclude discontinued operation for all periods presented. Also as described in Note 1 , in May 2024, the Company made the decision to sell the personal residence it owns in Idaho that was previously used for management located near its BRZ operation (“BRZ Home”), which is part of the zeolite segment. The Company also signed an agreement with a realtor in May 2024 to assist with the sale of its BRZ Home. An active search for a buyer began after signing the agreement with the realtor and the Company expects the BRZ Home to be sold sometime over the next year. This sale of the BRZ Home did not meet the accounting requirements to report the BRZ Home as a discontinued operation but did meet the criteria to be reported as an asset held for sale in the second quarter of 2024. Accordingly, our Condensed Consolidated Balance Sheets report the $ 297,873 net book value of the BRZ Home in “Noncurrent assets held for sale” at June 30, 2024, while the prior period in our Condensed Consolidated Balance Sheets does not reflect this reclassification of the BRZ Home to “Noncurrent assets held for sale” at December 31, 2023. There were no other significant assets or liabilities related to the BRZ Home at June 30, 2024. In addition, the BRZ Home continues to be reported with continuing operation in our Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Cash Flows, and Condensed Consolidated Statements of Equity. However, there were no significant amounts in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows related to the BRZ Home. Also, no gain or loss has been recorded related to the BRZ Home since the decision was made to sell it. 19 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 The key components of the income (loss) from discontinued operations for the three and six months ended June 30, 2024 and 2023 were as follows: For the three months ended For the six months ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 REVENUES $ 849,197 $ 238,456 $ 1,089,874 $ 238,456 COST OF REVENUES 507,615 329,119 981,711 1,259,381 GROSS PROFIT (LOSS) 341,582 ( 90,663 ) 108,163 ( 1,020,925 ) OPERATING EXPENSES: General and administrative 25,508 23,946 70,400 38,269 Professional fees 19,179 62,142 54,330 100,944 Other operating expenses 27,283 136,003 115,529 244,348 TOTAL OPERATING EXPENSES 71,970 222,091 240,259 383,561 INCOME (LOSS) FROM OPERATIONS 269,612 ( 312,754 ) ( 132,096 ) ( 1,404,486 ) OTHER EXPENSE: Other miscellaneous expense ( 11,116 ) ( 679 ) ( 18,277 ) ( 9,312 ) TOTAL OTHER EXPENSE ( 11,116 ) ( 679 ) ( 18,277 ) ( 9,312 ) INCOME (LOSS) FROM DISCONTINUED OPERATIONS, BEFORE TAX 258,496 ( 313,433 ) ( 150,373 ) ( 1,413,798 ) Income tax expense - - - - INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX $ 258,496 $ ( 313,433 ) $ ( 150,373 ) $ ( 1,413,798 ) Depreciation and amortization expense of USAMSA totaled $nil for the three and six months ended June 30, 2024, and $ 155,974 and $ 310,883 for the three and six months ended June 30, 2023, respectively. 20 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 Capital expenditures of USAMSA were $nil for the three and six months ended June 30, 2024, and $ 38,754 and $ 152,322 for the three and six months ended June 30, 2023, respectively. The carrying amounts of major classes of assets and liabilities of USAMSA and BRZ Home included in assets and liabilities of discontinued operations were as follows: June 30, 2024 USAMSA BRZ Home Total ASSETS CURRENT ASSETS Accounts receivable $ 45,936 $ - $ 45,936 Inventories, net - - - Prepaid expenses 4,862 - $ 4,862 Total current assets, discontinued operations 50,798 - 50,798 Properties, plants and equipment, net 5,689,446 297,873 5,987,319 IVA receivable and other assets, net 456,262 - 456,262 Total assets, discontinued operations 6,196,506 297,873 6,494,379 LIABILITIES CURRENT LIABILITIES Accounts payable $ 130,807 $ - $ 130,807 Accrued liabilities 15,123 - 15,123 Total current liabilities, discontinued operations 145,930 - 145,930 Asset retirement obligations 536,466 - 536,466 Total liabilities, discontinued operations $ 682,396 $ - $ 682,396 December 31, 2023 USAMSA BRZ Home Total ASSETS CURRENT ASSETS Inventories, net $ 366,955 $ - $ 366,955 Total current assets, discontinued operations 366,955 - 366,955 Properties, plants and equipment, net 5,689,446 - 5,689,446 IVA receivable and other assets, net 491,139 - 491,139 Total assets, discontinued operations $ 6,547,540 $ - $ 6,547,540 LIABILITIES CURRENT LIABILITIES Accounts payable $ 126,788 $ - $ 126,788 Accrued liabilities 24,500 - 24,500 Total current liabilities, discontinued operations 151,288 - 151,288 Asset retirement obligations 536,466 - 536,466 Total liabilities, discontinued operations $ 687,754 $ - $ 687,754 21 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2024 Mexico Tax Assessment In 2015, the Mexican tax authority (“SAT”) initiated an audit of the USAMSA’s 2013 income tax return. In October 2016, as a result of its audit, SAT assessed the Company $ 13.8 million pesos, which was approximately $ 666,400 in U.S. Dollars (“USD”) as of December 31, 2016. SAT’s assessment was based on the disallowance of specific costs that the Company deducted on the 2013 USAMSA income tax return. The assessment was settled in 2018 with no assessment due from the Company. In 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. 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, Mexico’s appellate court ruled in favor of the Company with no assessment due related to this audit of USAMSA’s 2013 income tax return by SAT and instructed the lower court to issue a new ruling. In May 2024, Mexico’s lower court issued a final ruling on this matter in favor of the Company releasing any requirement for a guarantee on this matter from the Company but left open the possibility for the SAT to re-open their audit. These rulings support the Company’s position on this tax matter and had no impact on the Company’s financial statements at June 30, 2024. 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. This receivable balance of $ 1,053,966 and $ 1,122,628 at June 30, 2024 and December 31, 2023, respectively, is recorded in “IVA receivable and other assets, net” in USAMSA’s assets held for sale in discontinued operations net of a reserve of $ 653,749 and $ 687,534 at June 30, 2024 and December 31, 2023, respectively. 22 Table of Contents