UNITED STATES ANTIMONY CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, 2024 December 31, 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 12,969,132 $ 11,899,574 Certificates of deposit 22,257 72,898 Accounts receivable, net 791,557 625,256 Inventories, net 966,814 1,019,154 Prepaid expenses and other current assets 177,283 92,369 Current assets held for sale (Note 12) 74,560 366,955 Total current assets 15,001,603 14,076,206 Properties, plants and equipment, net 7,751,348 7,765,045 Operating lease right-of-use asset 764,035 - Restricted cash for reclamation bonds 98,234 55,061 Other assets 20,217 18,098 Noncurrent assets held for sale (Note 12) 6,117,610 6,180,585 Total assets $ 29,753,047 $ 28,094,995 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 1,212,397 $ 330,147 Accrued liabilities 164,917 109,341 Accrued liabilities - directors 159,165 124,810 Royalties payable 105,174 153,429 Current portion of operating lease liability 483,211 - Long-term debt, current portion 131,105 28,443 Current liabilities held for sale (Note 12) 148,833 151,288 Total current liabilities 2,404,802 897,458 Noncurrent liabilities: Noncurrent operating lease liability 299,435 - Long-term debt, net of current portion 228,921 - Stock payable to directors - 38,542 Asset retirement obligations 1,156,374 1,101,561 Noncurrent liabilities held for sale (Note 12) 536,466 536,466 Total liabilities 4,625,998 2,574,027 COMMITMENTS AND CONTINGENCIES (Note 9 and 12) 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 $ 973,125 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 64,299,485 63,853,836 Accumulated deficit ( 40,266,104 ) ( 39,418,619 ) Total stockholders' equity 25,127,049 25,520,968 Total liabilities and stockholders' equity $ 29,753,047 $ 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 nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 REVENUES $ 2,421,020 $ 2,063,558 $ 8,066,190 $ 6,539,519 COST OF REVENUES 1,995,252 1,805,150 5,908,877 5,499,709 GROSS PROFIT 425,768 258,408 2,157,313 1,039,810 OPERATING EXPENSES: General and administrative 588,816 290,045 1,521,576 678,735 Salaries and benefits 429,438 228,967 956,402 502,071 Professional fees 165,839 103,127 564,525 340,194 (Gain) loss on sale or disposal of property, plant and equipment, net ( 16,252 ) - 1,242 - Other operating expenses 102,970 - 240,961 - TOTAL OPERATING EXPENSES 1,270,811 622,139 3,284,706 1,521,000 LOSS FROM OPERATIONS ( 845,043 ) ( 363,731 ) ( 1,127,393 ) ( 481,190 ) OTHER INCOME (EXPENSE): Interest and investment income 157,757 176,656 460,529 466,809 Trademark and licensing income 6,553 6,117 21,281 25,023 Other miscellaneous income (expense) ( 2,364 ) ( 3,827 ) ( 7,117 ) 74,922 TOTAL OTHER INCOME 161,946 178,946 474,693 566,754 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES ( 683,097 ) ( 184,785 ) ( 652,700 ) 85,564 Income tax expense - - - - INCOME (LOSS) FROM CONTINUING OPERATIONS ( 683,097 ) ( 184,785 ) ( 652,700 ) 85,564 Discontinued operations: Loss from discontinued operations before income taxes ( 44,412 ) ( 1,459,743 ) ( 194,785 ) ( 2,873,541 ) Income tax expense - - - - Loss from discontinued operations (Note 12) ( 44,412 ) ( 1,459,743 ) ( 194,785 ) ( 2,873,541 ) Net loss ( 727,509 ) ( 1,644,528 ) ( 847,485 ) ( 2,787,977 ) Preferred dividends ( 1,875 ) ( 1,875 ) ( 5,625 ) ( 5,625 ) Net loss available to common stockholders $ ( 729,384 ) $ ( 1,646,403 ) $ ( 853,110 ) $ ( 2,793,602 ) Basic and diluted earnings per common share: Income (loss) from continuing operations $ ( 0.01 ) $nil $ ( 0.01 ) $nil Income (loss) from discontinued operations $nil $ ( 0.01 ) $nil ($ 0.03 ) Net income (loss) $ ( 0.01 ) $ ( 0.01 ) $ ( 0.01 ) ($ 0.03 ) Weighted average shares outstanding: Basic 108,438,984 107,647,317 108,262,091 107,519,786 Diluted 108,438,984 107,647,317 108,430,139 107,519,786 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 nine months ended September 30, 2024 and 2023 Total Preferred Stock Common stock Additional Paid In Shares to be returned Accumulated Shares Amount Shares Amount Capital to 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 Net loss - - - - - - ( 1,644,528 ) ( 1,644,528 ) Balances, September 30, 2023 927,904 $ 9,279 107,647,317 $ 1,076,472 $ 63,853,836 $ - ( 35,858,309 ) $ 29,081,278 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 loss - - - - - - 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 Share-based compensation 152,719 152,719 Net loss ( 727,509 ) ( 727,509 ) Balances, September 30, 2024 927,904 $ 9,279 108,438,984 $ 1,084,389 $ 64,299,485 $ - ($ 40,266,104 ) $ 25,127,049 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 nine months ended September 30, 2024 September 30, 2023 CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS: Net income (loss) from continuing operations ($ 652,700 ) $ 85,564 Adjustments to reconcile net income (loss) from continuing operations to net cash provided (used) by operating activities of continuing operations: Depreciation and amortization 340,217 247,882 Accretion of asset retirement obligation 54,813 1,125 Noncash operating lease expense 23,442 - (Gain) loss on sale or disposal of property, plant and equipment, net 1,242 - Write-down of inventory to net realizable value 63,574 - Share-based compensation 453,566 - Allowance for doubtful accounts on accounts receivable ( 30,746 ) 43,560 Other noncash items ( 16,107 ) ( 11,573 ) Changes in operating assets and liabilities: Accounts receivable ( 135,555 ) ( 649,540 ) Inventories, net ( 11,234 ) ( 77,749 ) Prepaid expenses and other current assets ( 84,914 ) ( 99,367 ) Other assets ( 2,119 ) - Accounts payable 882,250 ( 63,005 ) Accrued liabilities 55,576 ( 51,773 ) Accrued liabilities – directors 34,355 206,282 Stock payable to directors ( 38,542 ) - Change in operating lease liability ( 4,831 ) - Royalties payable ( 48,255 ) ( 327,138 ) Net cash provided (used) by operating activities of continuing operations 884,032 ( 695,732 ) CASH FLOWS FROM INVESTING ACTIVITIES OF CONTINUING OPERATIONS: Proceeds from redemption of certificates of deposit 50,641 - Proceeds from sale of properties, plants and equipment 314,125 - Purchases of properties, plant, and equipment ( 223,058 ) ( 1,337,398 ) Net cash provided (used) by investing activities of continuing operations 141,708 ( 1,337,398 ) CASH FLOWS FROM FINANCING ACTIVITIES OF CONTINUING OPERATIONS: Payments on dividends payable - ( 787,730 ) Principal payments on long-term debt ( 71,139 ) ( 70,049 ) Net cash used by financing activities of continuing operations ( 71,139 ) ( 857,779 ) Net cash flows provided (used) by continuing operations 954,601 ( 2,890,909 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided (used) by operating activities 158,130 ( 3,122,155 ) Net cash used by investing activities - ( 182,322 ) Net cash flows provided (used) by discontinued operations 158,130 ( 3,304,477 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 1,112,731 ( 6,195,386 ) 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 $ 13,067,366 $ 12,922,280 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 $ - Noncash recognition of new leases $ 787,477 $ - 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) 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 primarily 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. Recent Development 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”). 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. 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 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. 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. 7 Table of Contents 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. 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 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 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, Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows. 8 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 2024 Share-Based Compensation 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. 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 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. Leases 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. 9 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 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 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 Warrants 12,346,215 12,346,215 Stock options and RSU awards 6,408,333 - Total possible dilution 18,754,548 12,346,215 10 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 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 September 30, 2024 and 2023 were as follows: For the three months ended September 30, 2024 September 30, 2023 Antimony product revenue $ 1,338,640 $ 1,391,733 Zeolite product revenue 682,947 671,825 Precious metals product revenue 399,433 - TOTAL REVENUES $ 2,421,020 $ 2,063,558 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 $ 5,381,803 $ 4,356,077 Zeolite product revenue 2,280,338 1,941,009 Precious metals product revenue 404,049 242,433 TOTAL REVENUES $ 8,066,190 $ 6,539,519 Domestic and foreign revenues for the three months ended September 30, 2024 and 2023 were as follows: For the three months ended September 30, 2024 September 30, 2023 Domestic revenues $ 1,897,120 $ 1,541,870 Foreign revenues 523,900 521,688 TOTAL REVENUES $ 2,421,020 $ 2,063,558 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 $ 6,346,717 $ 5,126,304 Foreign revenues 1,719,473 1,413,215 TOTAL REVENUES $ 8,066,190 $ 6,539,519 11 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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 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 September 30, 2024 and December 31, 2023 were as follows: September 30, 2024 December 31, 2023 Antimony oxide inventory $ 230,958 $ 252,927 Antimony metal inventory 145,129 237,429 Antimony ore and concentrates inventory 35,670 23,752 Total antimony inventory 411,757 514,108 Zeolite inventory 555,057 505,046 TOTAL INVENTORIES $ 966,814 $ 1,019,154 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 located in Idaho. 12 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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 September 30, 2024 and December 31, 2023 were as follows: September 30, 2024 Antimony Segment Zeolite Segment Precious Metals USAC Mexico BRZ Segment TOTAL Plant and equipment $ 1,971,255 $ 394,545 $ 6,576,506 $ 234,174 $ 9,176,480 Buildings 243,248 11,970 1,705,893 - 1,961,111 Mineral rights and interests 10,000 100,000 16,753 - 126,753 Land 1,493,609 914,443 - - 2,408,052 Construction in progress - - 45,253 - 45,253 PP&E, cost $ 3,718,112 $ 1,420,958 $ 8,344,405 $ 234,174 $ 13,717,649 Accumulated depreciation ( 1,765,977 ) ( 247,094 ) ( 3,762,123 ) ( 191,107 ) ( 5,966,301 ) PP&E, net $ 1,952,135 $ 1,173,864 $ 4,582,282 $ 43,067 $ 7,751,348 December 31, 2023 Antimony Segment Zeolite Segment Precious Metals USAC Mexico BRZ Segment TOTAL Plant and equipment $ 1,971,255 $ 394,545 $ 6,007,694 $ 234,174 $ 8,607,668 Buildings 243,248 11,970 2,025,043 - 2,280,261 Mineral rights and interests - 100,000 16,753 - 116,753 Land 1,493,609 914,443 - - 2,408,052 Construction in progress - - 8,951 - 8,951 PP&E, cost $ 3,708,112 $ 1,420,958 $ 8,058,441 $ 234,174 $ 13,421,685 Accumulated depreciation ( 1,723,941 ) ( 235,024 ) ( 3,524,130 ) ( 173,545 ) ( 5,656,640 ) PP&E, net $ 1,984,171 $ 1,185,934 $ 4,534,311 $ 60,629 $ 7,765,045 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 $ 314,125 Net book value of the BRZ Home 297,873 Gain on sale $ 16,252 13 Table of Contents 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 Date Payment Amount August 2024 $ 10,000 November 2024 15,000 February 2025 35,000 August 2025 40,000 August 2026 50,000 August 2027 50,000 August 2028 75,000 Total $ 275,000 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. 14 Table of Contents 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 $ 33,611 $ - Cash paid for operating lease liability $ 15,000 $ - Cash paid for initial direct cost $ 10,000 $ - 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 17.5 months Discount rate - operating lease 3.49 % The table below is a maturity analysis of the future minimum lease payments as of September 30, 2024. Twelve months ending September 30, 2025 $ 757,500 2026 427,500 Total undiscounted future minimum lease payments 1,185,000 Less: discount on lease liability ( 402,354 ) Total discounted operating lease liability at September 30, 2024 782,646 Less: current portion of operating lease liability ( 483,211 ) Noncurrent operating lease liability $ 299,435 15 Table of Contents 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 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 Wheel Loader $ 360,026 $ - 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 360,026 28,443 Less current portion of debt ( 131,105 ) ( 28,443 ) Long term portion of debt $ 228,921 $ - At September 30, 2024, principal payments on debt were due as follows: Twelve months ending September 30, Principal Payment 2025 $ 131,105 2026 135,754 2027 93,167 $ 360,026 NOTE 9 – 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 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, 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 September 30, 2024 and December 31, 2023, the Company had accrued royalties payable of $ 105,174 and $ 153,429 , respectively. 16 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 2024 NOTE 10 – 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 the 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 . Share-based compensation The Company had no equity awards outstanding during fiscal year 2023. 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, 2024 2023 2024 2023 Share-based compensation expense: Stock options $ 97,655 $ - $ 161,124 $ - RSUs $ 55,064 $ - $ 292,442 $ - Total share-based compensation expense $ 152,719 $ - $ 453,566 $ - 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 nine months ended September 30, 2024: Nine Months Ended Grant-Date Weighted-Average Assumptions September 30, 2024 Expected term (in years) 4.5 Risk-free interest rate 4.3 % Expected dividend yield 0.0 % Expected volatility 136.0 % Fair value per share of options granted $ 0.18 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. 17 Table of Contents 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. 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. Activity with respect to stock options is summarized as follows: Weighted-Average Weighted-Average Remaining Aggregate Exercise Price Contractual Intrinsic Shares Per Share Term (in years) Value Options outstanding, December 31, 2023 - n/a n/a n/a Granted 4,330,000 $ 0.23 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, September 30, 2024 4,330,000 $ 0.23 4.0 $ 2,279,400 Nonvested options, September 30, 2024 4,272,500 $ 0.23 3.9 $ 2,254,175 Vested and exercisable options, September 30, 2024 57,500 $ 0.32 9.8 $ 25,225 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. 18 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 2024 Restricted stock units: Activity with respect to RSUs is summarized as follows: Weighted-Average Grant-Date Fair Value Shares Per Share Nonvested shares at December 31, 2023 - n/a Granted 2,870,000 $ 0.23 Vested ( 791,667 ) $ 0.22 Forfeited - n/a Nonvested shares at September 30, 2024 2,078,333 $ 0.24 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 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 Exercise Price Expiration Date Remaining life (years) 2,285,715 $ 0.46 1/27/2026 1.33 804,000 $ 0.46 1/27/2026 1.33 7,650,000 $ 0.85 8/3/2026 1.84 1,606,500 $ 0.85 2/1/2026 1.34 12,346,215 19 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 2024 NOTE 11 – 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 12 for the Mexico discontinued operations that are excluded from business segments. Total assets by segment at September 30, 2024 and December 31, 2023 were as follows: Total Assets, Excluding Discontinued Operations September 30, 2024 December 31, 2023 Antimony segment: United States $ 16,514,199 $ 14,769,408 Mexico 1,239,959 1,211,319 Subtotal antimony segment $ 17,754,158 $ 15,980,727 Precious metals segment: United States $ 142,925 $ 92,718 Mexico - - Subtotal precious metals segment $ 142,925 $ 92,718 Zeolite segment 5,663,794 5,474,010 Total assets, excluding discontinued operations $ 23,560,877 $ 21,547,455 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 nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Antimony segment: United States capital expenditures $ 10,000 $ - $ 10,000 $ 61,849 Mexico capital expenditures - - - - Subtotal antimony segment $ 10,000 $ - $ 10,000 $ 61,849 Precious metals segment - - - - Zeolite segment 62,337 141,864 213,058 1,275,549 Total capital expenditures, excluding discontinued operations $ 72,337 $ 141,864 $ 223,058 $ 1,337,398 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. 20 Table of Contents 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 USA Antimony Mexico Total Antimony Precious Metals Zeolite Total Total revenues $ 1,338,640 $ - $ 1,338,640 $ 399,433 $ 682,947 $ 2,421,020 Depreciation and amortization 14,048 4,023 18,071 5,854 95,659 119,584 Income (loss) from operations $ ( 809,755 ) $ ( 26,196 ) $ ( 835,951 ) $ 393,579 $ ( 402,671 ) $ ( 845,043 ) Other income 161,946 Income tax expense - Loss from continuing operations $ ( 683,097 ) For the three months ended September 30, 2023 Antimony USA Antimony Mexico Total Antimony Precious Metals Zeolite Total Total revenues $ 1,391,733 $ - $ 1,391,733 $ - $ 671,825 $ 2,063,558 Depreciation and amortization 10,361 4,015 14,376 5,854 73,194 93,424 Income (loss) from operations $ 47,534 $ ( 25,990 ) $ 21,544 $ ( 5,854 ) $ ( 379,421 ) $ ( 363,731 ) Other income 178,946 Income tax expense - Loss from continuing operations $ ( 184,785 ) For the nine months ended September 30, 2024 Antimony USA Antimony Mexico Total Antimony Precious Metals Zeolite Total Total revenues $ 5,381,803 $ - $ 5,381,803 $ 404,049 $ 2,280,338 $ 8,066,190 Depreciation and amortization 42,036 12,071 54,107 17,563 268,547 340,217 Income (loss) from operations $ ( 452,858 ) $ ( 78,589 ) $ ( 531,447 ) $ 386,486 $ ( 982,432 ) $ ( 1,127,393 ) Other income $ 474,693 Income tax expense - Loss from continuing operations $ ( 652,700 ) For the nine months ended September 30, 2023 Antimony USA Antimony Mexico Total Antimony Precious Metals Zeolite Total Total revenues $ 4,356,077 $ - $ 4,356,077 $ 242,433 $ 1,941,009 $ 6,539,519 Depreciation and amortization 29,002 12,054 41,056 17,563 189,263 247,882 Income (loss) from operations $ ( 207,907 ) $ ( 77,979 ) $ ( 285,886 ) $ 224,870 $ ( 420,174 ) $ ( 481,190 ) Other income 566,754 Income tax expense - Income from continuing operations $ 85,564 21 Table of Contents 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 intent to sell its USAMSA subsidiary. 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. 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 nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 REVENUES $ 151,158 $ 249,933 $ 1,241,032 $ 488,389 COST OF REVENUES 153,097 1,569,413 1,134,808 2,828,794 GROSS PROFIT (LOSS) ( 1,939 ) ( 1,319,480 ) 106,224 ( 2,340,405 ) OPERATING EXPENSES: General and administrative 22,072 11,032 92,472 49,301 Professional fees 18,563 63,681 72,893 164,625 Other operating expenses 3,404 66,637 118,933 310,985 TOTAL OPERATING EXPENSES 44,039 141,350 284,298 524,911 LOSS FROM OPERATIONS ( 45,978 ) ( 1,460,830 ) ( 178,074 ) ( 2,865,316 ) OTHER INCOME (EXPENSE): Other miscellaneous income (expense) 1,566 1,087 ( 16,711 ) ( 8,225 ) TOTAL OTHER INCOME (EXPENSE) 1,566 1,087 ( 16,711 ) ( 8,225 ) LOSS FROM DISCONTINUED OPERATIONS, BEFORE TAX ( 44,412 ) ( 1,459,743 ) ( 194,785 ) ( 2,873,541 ) Income tax expense - - - - LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX $ ( 44,412 ) $ ( 1,459,743 ) $ ( 194,785 ) $ ( 2,873,541 ) 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. 22 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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 ASSETS CURRENT ASSETS Accounts receivable $ 40,193 $ - Inventories, net 31,457 366,955 Prepaid expenses and other current assets 2,910 - Total current assets, discontinued operations 74,560 366,955 Properties, plants and equipment, net 5,689,446 5,689,446 IVA receivable and other assets, net 428,164 491,139 Total assets, discontinued operations $ 6,192,170 $ 6,547,540 LIABILITIES CURRENT LIABILITIES Accounts payable 133,780 126,788 Accrued liabilities 15,053 24,500 Total current liabilities, discontinued operations 148,833 151,288 Asset retirement obligations 536,466 536,466 Total liabilities, discontinued operations $ 685,299 $ 687,754 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 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. 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, which was subsequently appealed by the Company. 23 Table of Contents 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 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 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 $ 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. 24 Table of Contents