What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-09 · 291 added, 207 removed, 416 unchanged (54% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

June 30, 2024

September 30, 2024

December 31, 2023

8 unchanged sentences

Properties, plants and equipment, net

Operating lease right-of-use asset

Restricted cash for reclamation bonds

Non-current assets held for sale (Note 11)

Noncurrent assets held for sale (Note 12)

LIABILITIES AND STOCKHOLDERS’ EQUITY

4 unchanged sentences

Royalties payable

Current portion of operating lease liability

Long-term debt, current portion

1 unchanged sentence

Total current liabilities

Noncurrent liabilities:

Noncurrent operating lease liability

Long-term debt, net of current portion

1 unchanged sentence

Asset retirement obligations

Non-current liabilities held for sale (Note 11)

Noncurrent liabilities held for sale (Note 12)

Total liabilities

18 unchanged sentences

For the three months ended

For the six months ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

For the nine months ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

COST OF REVENUES

3 unchanged sentences

Professional fees

Loss on disposal of property, plant and equipment

(Gain) loss on sale or disposal of property, plant and equipment, net

Other operating expenses

1 unchanged sentence

LOSS FROM OPERATIONS

( 1,127,393 )

OTHER INCOME (EXPENSE):

7 unchanged sentences

Discontinued operations:

Income (loss) from discontinued operations before income taxes

Loss from discontinued operations before income taxes

( 1,459,743 )

( 2,873,541 )

Income tax expense

Income (loss) from discontinued operations (Note 11)

Loss from discontinued operations (Note 12)

( 1,459,743 )

Net income (loss)

( 2,873,541 )

( 1,644,528 )

( 2,787,977 )

Preferred dividends

Net income (loss) available to common stockholders

Net loss available to common stockholders

$ ( 729,384 )

$ ( 1,646,403 )

$ ( 853,110 )

$ ( 2,793,602 )

Basic and diluted earnings per common share:

6 unchanged sentences

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

For the three and six months ended June 30, 2024 and 2023

For the three and nine months ended September 30, 2024 and 2023

Total Preferred Stock

Additional Paid In

Shares to be returned

Balances, December 31, 2022

7 unchanged sentences

($ 34,213,781 )

( 1,644,528 )

Balances, September 30, 2023

( 35,858,309 )

Balances, December 31, 2023

6 unchanged sentences

($ 39,538,595 )

Share-based compensation

Balances, September 30, 2024

($ 40,266,104 )

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the six months ended

June 30, 2024

June 30, 2023

For the nine months ended

September 30, 2024

September 30, 2023

CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS:

Net income from continuing operations

Adjustments to reconcile net income from continuing operations to net cash

provided (used) by operating activities of continuing operations:

Net income (loss) from continuing operations

Adjustments to reconcile net income (loss) from continuing operations to

net cash provided (used) by operating activities of continuing operations:

Depreciation and amortization

Accretion of asset retirement obligation

Loss on disposal of property, plant, and equipment

Noncash operating lease expense

(Gain) loss on sale or disposal of property, plant and equipment, net

Write-down of inventory to net realizable value

1 unchanged sentence

Allowance for doubtful accounts on accounts receivable

Other non-cash items

Other noncash items

Changes in operating assets and liabilities:

5 unchanged sentences

Accrued liabilities – directors

Stock payable to directors

Change in operating lease liability

Royalties payable

Net cash provided (used) by operating activities of continuing operations

( 1,168,428 )

CASH FLOWS FROM INVESTING ACTIVITIES OF CONTINUING OPERATIONS:

Proceeds from redemption of certificates of deposit

Proceeds from sale of properties, plants and equipment

Purchases of properties, plant, and equipment

( 1,337,398 )

Net cash used by investing activities of continuing operations

Net cash provided (used) by investing activities of continuing operations

( 1,337,398 )

19 unchanged sentences

Equipment purchased with note payable

Noncash recognition of new leases

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2024

September 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 Mexico (“USAC”, the “Company”, “Our”, “Us”, or “We”) sell processed antimony, zeolite, and precious metals products primarily in the U.S.

The Company processes antimony ore primarily into antimony oxide, antimony metal, and antimony trisulfide.

4 unchanged sentences

We recover certain amounts of precious metals, primarily gold and silver, at our plant in Montana from antimony concentrates.

Developments in the Current Period

Recent Development

The Company has two subsidiaries in Mexico, US Antimony de Mexico, S.A.

(“USAMSA”) and Antimonio de Mexico, S.A.

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.

On March 11, 2024, the Company shut down the operations of USAMSA and announced its intent to sell its USAMSA subsidiary.

Since this announcement, the Company initiated an active search for buyers of USAMSA’s operations and/or assets.

The accounting requirements for reporting USAMSA as a discontinued operation were met in the first quarter of 2024.

See Note 12 for further information.

The Company will maintain its existing Los Juarez mining claims and concessions in Mexico, which are included in our ADM subsidiary.

However, currently, the Company has no active operations in Los Juarez.

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.

In the opinion of management, 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 September 30, 2024, and its results of operations and cash flows for the three and nine months ended September 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.

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.

3 unchanged sentences

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)

September 30, 2024

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.

1 unchanged sentence

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.

Operating results for the three and nine-month periods ended September 30, 2024, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024.

Reclassifications

10 unchanged sentences

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.

The results of discontinued operations are aggregated and presented separately in the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2024

September 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.

The Company’s share-based awards consist of restricted stock units (“RSUs”) and stock options granted to employees, consultants, and directors of the Company.

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.

Each RSU granted includes a service-based vesting condition.

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.

8 unchanged sentences

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.

The Company recognizes forfeitures as they occur.

The expense related to employee and consultant share-based awards is recorded in “Salaries and benefits” and the expense related to director share-based awards is recorded in “General and administrative” in the Condensed Consolidated Statements of Operations.

The Company determines if an arrangement contains a lease at inception.

An arrangement contains a lease if it implicitly or explicitly identifies an asset to be used and conveys the right to control the use of the identified asset in exchange for consideration.

As a lessee, the Company includes operating leases in "Operating lease right-of-use assets" and "Current and noncurrent operating lease liabilities" in its Condensed Consolidated Balance sheet.

Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease.

Operating lease right-of-use assets and liabilities are recognized upon commencement of the lease based on the present value of the lease payments over the lease term.

Incremental costs of a lease that would not have been incurred if the lease had not been obtained are capitalized as initial direct costs (“IDC”).

The Company amortizes the undiscounted fixed lease cost and the IDC on a straight-line basis over the lease term.

If a lease does not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2024

September 30, 2024

Recent Accounting Pronouncements

13 unchanged sentences

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

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

At September 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:

September 30, 2024

September 30, 2023

Stock options and RSU awards

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2024

September 30, 2024

NOTE 4 – REVENUE RECOGNITION

4 unchanged sentences

includes unrefined and refined gold and silver.

Sales of products for the three months ended June 30, 2024 and 2023 were as follows:

Sales of products for the three months ended September 30, 2024 and 2023 were as follows:

For the three months ended

June 30, 2024

June 30, 2023

September 30, 2024

September 30, 2023

Antimony product revenue

2 unchanged sentences

TOTAL REVENUES

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

Sales of products for the nine months ended September 30, 2024 and 2023 were as follows:

For the nine months ended

September 30, 2024

September 30, 2023

Antimony product revenue

2 unchanged sentences

TOTAL REVENUES

Domestic and foreign revenues for the three months ended June 30, 2024 and 2023 were as follows:

Domestic and foreign revenues for the three months ended September 30, 2024 and 2023 were as follows:

For the three months ended

June 30, 2024

June 30, 2023

September 30, 2024

September 30, 2023

Domestic revenues

1 unchanged sentence

TOTAL REVENUES

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 and foreign revenues for the nine months ended September 30, 2024 and 2023 were as follows:

For the nine months ended

September 30, 2024

September 30, 2023

Domestic revenues

3 unchanged sentences

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.

September 30, 2024

The Company’s trade accounts receivable balance related to contracts with customers was $ 791,557 at September 30, 2024 and $ 625,256 at December 31, 2023, net of an allowance for doubtful accounts related to trade accounts receivables of $ 240,466 and $ 271,212 at September 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 at September 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

Inventories at September 30, 2024 and December 31, 2023 were as follows:

September 30, 2024

December 31, 2023

5 unchanged sentences

TOTAL INVENTORIES

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.

At September 30, 2024 and December 31, 2023, inventories were valued at cost, except for the portion of inventory related to zeolite at September 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 $ 63,574 and $nil at September 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.

The Company’s zeolite inventory consisted primarily of saleable zeolite material at the Company’s plant located in Idaho.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2024

September 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

The major components of the Company’s properties, plants and equipment (“PP&E”) by segment at September 30, 2024 and December 31, 2023 were as follows:

September 30, 2024

Antimony Segment

2 unchanged sentences

Plant and equipment

Land and other

Mineral rights and interests

Construction in progress

8 unchanged sentences

Plant and equipment

Land and other

Mineral rights and interests

Construction in progress

3 unchanged sentences

( 5,656,640 )

In May 2024, the Company made the decision to sell a non-core asset of its zeolite segment, which was a personal residence (“BRZ Home”) located near the operations of its wholly owned subsidiary, Bear River Zeolite Company (“BRZ”).

In September 2024, the Company sold its BRZ Home and recorded a gain on this sale as follows:

Proceeds from the sale

Net book value of the BRZ Home

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024

Mineral rights and interests

In August 2024, the Company acquired the ownership rights to ninety-seven mining claims and three mining leases located in the Sudbury District of Ontario, Canada (“Sudbury Agreement”).

Payments are to be made by the Company by the following dates for the Company to acquire these claims and leases, of which the Company has made the first payment of $10,000:

Payment Amount

November 2024

February 2025

These payments to acquire the mining claims and leases are capitalized when paid in the “Mineral rights and interests” component of “Properties, plants and equipment, net” in the Condensed Consolidated Balance Sheets, which amounted to $ 10,000 as of September 30, 2024, and will be amortized over the estimated economic life of the mineral resource based on the units-of-production method.

The Sudbury Agreement requires a royalty payment by the Company of 2.5% of the production from the claims (“Net Smelter Royalty”) with a minimum royalty payment beginning on the fifth anniversary of the agreement of $12,000 per year.

1% of the Net Smelter Royalty can be purchased back by the Company at any time for $1 million.

Also, the Sudbury Agreement includes a commitment by the Company to spend an aggregate of $250,000 over four years beginning on the agreement date, with various milestones over this four-year period , in exploring and developing these claims.

The Sudbury Agreement can be terminated without cause at any time by the Company with thirty days’ notice.

NOTE 7 – LEASES

In September 2024, the Company executed a contract to lease a metals concentration facility located in Phillipsburg, Montana, which was accounted for as an operating lease.

The lease has a term of 18 months with fixed cash payments in advance in the first six months of the lease of $10,000 per month, or $60,000 in total, and fixed cash payments in advance in the last twelve months of the lease of $95,000 per month, or $1.14 million in total, which includes a fixed monthly fee of $45,000 and a minimum milling fee of $50,000 per month.

An additional payment of $50 per ton is due each month in the last twelve months of the lease for all milling in excess of 1,000 tons per month .

The Company has not included any milling fee payments above the minimum in its lease liability as it is not deemed probable at this time.

$ 10,000 was paid upon signing the lease, which is being accounted for as an initial direct cost ("IDC").

The Company is amortizing the undiscounted fixed lease cost and the IDC on a straight-line basis over the term of the lease.

The Company recorded the present value of the fixed lease cost over the lease term as a lease liability and Right of Use ("ROU") asset.

The Company used its incremental borrowing rate of 3.49 % as of the date of initial possession of the leased asset when determining the present value of future payments of this operating lease as the rate implicit in the lease was not readily determinable.

The lease includes provisions for the Company to use the existing mill building and all contents related to its use and to process owned and non-owned ore containing antimony and other critical minerals.

The lease does not include any transfer of ownership of the facility at the end of the lease, nor any option to extend the lease or purchase the facility, nor any residual value guarantees.

The Company can terminate the lease without cause with thirty days’ notice and must provide the facility to the lessor at the end of the lease in the same condition as it was received.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024

The lease liability related to this operating lease, which represents the present value of the lease payments, was $ 787,477 at inception and $ 782,646 and $nil at September 30, 2024 and December 31, 2023, respectively.

The ROU asset, which includes the unamortized portions of the IDC and is adjusted for any accrued or prepaid lease, was $ 764,035 and $nil at September 30, 2024 and December 31, 2023, respectively.

During the three and nine months ended September 30, 2024 and 2023, the Company recorded $ 33,611 and $nil, respectively, of lease expense related to this lease and IDC in "Cost of Revenues" in the Condensed Consolidated Statements of Operations.

IDC paid upon signing this lease was $ 10,000 and $nil and lease payments were $ 15,000 and $nil during the three and nine months ended September 30, 2024 and 2023, respectively, which were included in operating cash flows.

The following table summarizes expense and cash payments for operating leases during the periods noted:

For the three and nine months ended

September 30, 2024

September 30, 2023

Operating lease expense

Cash paid for operating lease liability

Cash paid for initial direct cost

The following table contains the remaining lease term and discount rate as of the end of the period:

September 30, 2024

Remaining lease term - operating lease

Discount rate - operating lease

The table below is a maturity analysis of the future minimum lease payments as of September 30, 2024.

Twelve months ending September 30,

Total undiscounted future minimum lease payments

discount on lease liability

Total discounted operating lease liability at September 30, 2024

current portion of operating lease liability

Noncurrent operating lease liability

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024

NOTE 8 – LONG-TERM DEBT

Long-term debt at June 30, 2024 and December 31, 2023 was as follows:

June 30, 2024

Long-term debt at September 30, 2024 and December 31, 2023 was as follows:

September 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

collateralized by the Wheel Loader

Installment contract payable to Caterpillar Financial Services, bearing interest at 6.65%, payable in 24 monthly installments of $7,210 maturing April 28, 2024;

2 unchanged sentences

Long term portion of debt

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,

At September 30, 2024, principal payments on debt were due as follows:

Twelve months ending September 30,

Principal Payment

2 unchanged sentences

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.

Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to the 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.

Historically, from time to time, BRZ is assessed fines and penalties by the Mine Safety and Health Administration (“MSHA”).

At September 30, 2024 and December 31, 2023, BRZ had no accrued liabilities relating to such assessments.

However, during the nine months ended September 30, 2024, BRZ received four significant and substantial citations from MSHA, all of which have been resolved 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.

At September 30, 2024 and December 31, 2023, the Company had accrued royalties payable of $ 105,174 and $ 153,429 , respectively.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024

NOTE 10 – STOCKHOLDERS’ EQUITY

1 unchanged sentence

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 .

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,

During the nine months ended September 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 $ 152,719 and $nil during the three months ended September 30, 2024 and 2023, respectively, and $ 453,566 and $nil during the nine months ended September 30, 2024 and 2023, respectively, of share-based compensation expense arising from stock option and RSU grants as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Share-based compensation expense:

3 unchanged sentences

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

The following table shows the annual weighted-average assumptions used to value options granted during the nine months ended September 30, 2024:

Nine Months Ended

Grant-Date Weighted-Average Assumptions

June 30, 2024

September 30, 2024

Expected term (in years)

5 unchanged sentences

As the Company does not have sufficient historical exercise behavior, it uses the contractual term of the option for the expected term assumption.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024

Risk-free interest rate – The risk-free interest rate is based on the U.S.

2 unchanged sentences

Expected volatility – The expected volatility is based on the historical volatility of our stock price over the expected term of the stock option.

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

Exercise Price

1 unchanged sentence

Options outstanding, December 31, 2023

Options outstanding, June 30, 2024

Nonvested options, June 30, 2024

Vested and exercisable options, June 30, 2024

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.

Options outstanding, September 30, 2024

Nonvested options, September 30, 2024

Vested and exercisable options, September 30, 2024

At September 30, 2024, total unrecognized share-based compensation expense related to stock options was $ 634,781 , which is expected to be recognized over a weighted-average remaining period of 2.3 years.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024

Restricted stock units:

2 unchanged sentences

Nonvested shares at December 31, 2023

Nonvested shares at June 30, 2024

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.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2024

Nonvested shares at September 30, 2024

At September 30, 2024, total unrecognized share-based compensation expense related to RSUs was $ 373,108 , which is expected to be recognized over a weighted-average remaining period of 1.8 years.

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:

No warrants were issued, expired, or exercised during the nine months ended September 30, 2024 and 2023.

The composition of the Company’s warrants outstanding at September 30, 2024 and 2023 was as follows:

Number of warrants

2 unchanged sentences

Remaining life (years)

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024

NOTE 11 – BUSINESS SEGMENTS

2 unchanged sentences

See Note 12 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 by segment at September 30, 2024 and December 31, 2023 were as follows:

Total Assets, Excluding Discontinued Operations

June 30, 2024

September 30, 2024

December 31, 2023

Antimony segment:

United States total assets

Mexico total assets

United States

Subtotal antimony segment

Precious metals segment:

United States total assets

Mexico total assets

United States

Subtotal precious metals segment

1 unchanged sentence

Total assets, excluding discontinued operations

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:

Total capital expenditures by segment for the three and nine months ended September 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

For the nine months ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Antimony segment:

5 unchanged sentences

Total capital expenditures, excluding discontinued operations

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

For the three months ended June 30, 2024

The zeolite segment’s capital expenditures for the nine months ended September 30, 2024 excludes $ 402,722 related to a wheel loader purchased with a note payable.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024

Selected segment operational information excluding discontinued operations for the three and nine months ended September 30, 2024 and 2023 were as follows:

For the three months ended September 30, 2024

Antimony Mexico

Total Antimony

Precious Metals

Total revenues

3 unchanged sentences

$ ( 835,951 )

$ ( 402,671 )

$ ( 845,043 )

Income tax expense

Loss from continuing operations

Segment Operations, Excluding Discontinued Operations

For the three months ended June 30, 2023

$ ( 683,097 )

For the three months ended September 30, 2023

Antimony Mexico

Total Antimony

Precious Metals

Total revenues

3 unchanged sentences

$ ( 363,731 )

$ ( 197,335 )

Income tax expense

Loss from continuing operations

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2024

Segment Operations, Excluding Discontinued Operations

For the six months ended June 30, 2024

$ ( 184,785 )

For the nine months ended September 30, 2024

Antimony Mexico

Total Antimony

Precious Metals

Total revenues

3 unchanged sentences

$ ( 531,447 )

$ ( 982,432 )

$ ( 1,127,393 )

Income tax expense

Income from continuing operations

Segment Operations, Excluding Discontinued Operations

For the six months ended June 30, 2023

Loss from continuing operations

$ ( 652,700 )

For the nine months ended September 30, 2023

Antimony Mexico

Total Antimony

Precious Metals

Total revenues

4 unchanged sentences

$ ( 420,174 )

$ ( 481,190 )

Income tax expense

Income from continuing operations

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024

NOTE 12 – 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.

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 intent to sell its USAMSA subsidiary.

The accounting requirements for reporting USAMSA as a discontinued operation were met in the first quarter of 2024.

2 unchanged sentences

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.

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:

The key components of the income (loss) from discontinued operations for the three and nine months ended September 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

For the nine months ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

COST OF REVENUES

1 unchanged sentence

( 1,319,480 )

( 2,340,405 )

OPERATING EXPENSES:

3 unchanged sentences

TOTAL OPERATING EXPENSES

INCOME (LOSS) FROM OPERATIONS

LOSS FROM OPERATIONS

( 1,460,830 )

OTHER EXPENSE:

Other miscellaneous expense

TOTAL OTHER EXPENSE

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, BEFORE TAX

( 2,865,316 )

OTHER INCOME (EXPENSE):

Other miscellaneous income (expense)

TOTAL OTHER INCOME (EXPENSE)

LOSS FROM DISCONTINUED OPERATIONS, BEFORE TAX

( 1,459,743 )

( 2,873,541 )

Income tax expense

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX

$ ( 1,459,743 )

1 unchanged sentence

$ ( 2,873,541 )

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.

Depreciation and amortization expense of USAMSA totaled $nil for the three and nine months ended September 30, 2024, and $ 155,538 and $ 466,421 for the three and nine months ended September 30, 2023, respectively.

Capital expenditures of USAMSA were $nil for the three and nine months ended September 30, 2024, and $ 30,000 and $ 182,322 for the three and nine months ended September 30, 2023, respectively.

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

CURRENT ASSETS

Accounts receivable

Inventories, net

Prepaid expenses

Total current assets, discontinued operations

Properties, plants and equipment, net

IVA receivable and other assets, net

Total assets, discontinued operations

CURRENT LIABILITIES

Accounts payable

Accrued liabilities

Total current liabilities, discontinued operations

Asset retirement obligations

Total liabilities, discontinued operations

September 30, 2024

The carrying amounts of major classes of assets and liabilities of USAMSA included in assets and liabilities of discontinued operations were as follows:

September 30, 2024

December 31, 2023

CURRENT ASSETS

Accounts receivable

Inventories, net

Prepaid expenses and other current assets

Total current assets, discontinued operations

8 unchanged sentences

Total liabilities, discontinued operations

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2024

Mexico Tax Assessment

4 unchanged sentences

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.

In 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 $ 865,000 USD as of December 31, 2019.

Management reviewed the 2019 assessment notice from SAT and, similar to the earlier assessment, believed 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.

In 2022, the Mexican court ruled against the Company in the above matter, which was subsequently appealed by the Company.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024

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.

Management, along with its legal counsel, assessed the possible outcomes for this tax audit and believed, based on discussions with its attorneys located in Mexico, that the most likely outcome would be that the Company would be successful in its appeal resulting in no tax due.

Management determined that no amount should be accrued at December 31, 2023 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.

In May 2024, Mexico’s lower court issued a final ruling on this matter in favor of the Company but left open the possibility for the SAT to re-open their audit.

Subsequent to this judgment, the Company requested a final ruling on whether SAT can re-open this matter, on which the appellate court has not ruled.

These rulings support the Company’s position on this tax matter and have had no impact on the Company’s financial statements.

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.

This receivable balance of $ 973,414 and $ 1,122,628 at September 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 $ 601,295 and $ 687,534 at September 30, 2024 and December 31, 2023, respectively.

Note 13 - SUBSEQUENT EVENTS

On November 12, 2024, the Company entered into a Sales Agreement (“Sales Agreement’) with A.G.P./Alliance Global Partners (“A.G.P.”) to sell shares of the Company’s common stock, with aggregate gross proceeds of up to $ 25,000,000 , from time to time, through an “at the market offering” program under which A.G.P.

will act as sales agent.

Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made.

The Sales Agreement provides that A.G.P.

will be entitled to compensation for its services in an amount equal to up to 3.0% of the gross proceeds from the sale of shares sold under the Sales Agreement .

The Company has no obligation to sell any shares under the Sales Agreement and may suspend solicitation and offers under the Sales Agreement.

The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 and the Prospectus Supplement to be filed on November 12, 2024 with the U.S.

Securities and Exchange Commission in connection with the offer and sale of the shares pursuant to the Sales Agreement.

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