UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  July 23, 2020
 
 
UNITED STATES ANTIMONY CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Montana
 
001-08675
 
81-0305822
(State or other jurisdiction of incorporation)
 
Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
P.O. Box 643, Thompson Falls, Montana
(Address of principal executive offices)
 
59873
(Zip code)
 
(406) 827-3523
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company [ ]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revise financial standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
 
 

 
 
 
Item 1.01.
Entry into a Material Definitive Agreement
  
On July 23, 2020, United States Antimony Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with investors to raise $2,010,000.30 at a price of $0.35 per unit in a private placement. Each unit consists of one share of common stock and one warrant to purchase one share of common stock. Each warrant has an exercise price of $0.46 per share, is exercisable six months following issuance and has a term of five and one-half years following issuance (“Warrant”). The total shares of common stock purchased is 5,742,858 and the total shares reserved for the Warrants is 5,742,858. After the placement agent fees and estimated offering expenses payable by the Company, the Company expects to receive net proceeds of approximately $1,825,000. The offering is expected to close on or about July 27, 2020, subject to customary closing conditions.
 
As part of the transaction, the Company and Investors also entered into a Registration Rights Agreement (the “RR Agreement”), whereby the shares of common stock and the shares of common stock underlying the Warrants are subject to registration rights pursuant to the terms and conditions of the RR Agreement and Agreement.
 
The foregoing descriptions of the Agreement, the Warrants, the RR Agreement, and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the forms of Agreement, the Warrants, and the RR Agreement, copies of which are filed as exhibits hereto and are hereby incorporated by reference.
 
Item 3.02.
Unregistered Sales of Equity Securities
 
Pursuant to the private placement described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, the Company sold the Shares and Warrant Shares to institutional investors in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. The Investors represented that they are acquiring the Shares and Warrant Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Shares and Warrant Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
 
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.
 
Item 8.01.
Other Events
 
In a press release issued on July 23, 2020, United States Antimony Corporation announced the agreement relating to the private placement of its shares and warrants. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01.
Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.
Description
4.1
Form of Securities Purchase Agreement, dated July 23, 2020, between UnitedStates Antimony Corporation and the Investors.
4.2
Form of Registration Rights Agreement, dated July 23, 2020, between UnitedStates Antimony Corporation and the Investors.
4.3
Form of Common Stock Purchase Warrant
Press release issued by United States Antimony Corporation dated July 23, 2020.
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
UNITED STATES ANTIMONY CORPORATION
 
 
 
 
Date: July 24, 2020
By:
 /s/ Alicia Hill
 
 
Alicia Hill
 
 
Corporate Secretary, Treasurer
 
 
 Exhibit 4.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Exhibit 4.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Exhibit 4.3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Exhibit 99.1
  
Correction
 
United States Antimony Corporation Announces $2 Million Private Placement to Accelerate Development of the Los Juarez Gold and Silver Project
 
The amount raised was increased.
 
Thompson Falls, Montana – July 23, 2020 – United States Antimony Corporation (NYSE AMERICAN: UAMY), today announced that it has entered into a definitive agreement with investors to raise $2,010,000.30 at a price of $0.35 per unit in a private placement. Each unit consists of one share of common stock and one warrant to purchase one share of common stock. Each warrant has an exercise price of $0.46 per share, is exercisable six months following issuance and has a term of five and one-half years following issuance. After the placement agent fees and estimated offering expenses payable by the Company, the Company expects to receive net proceeds of approximately $1,825,000.
 
Roth Capital Partners is acting as the sole placement agent in this offering.
 
The Company intends to use the net proceeds of this offering to accelerate the production of gold and silver from the Los Juarez deposit and for working capital purposes. Concurrent with the ramp in gold and silver production from the Los Juarez deposit, the Company will commence a confirmation drill program to enhance the knowledge of the geological nature and depths of the gold and silver deposit. In addition, the Company intends to reduce costs in Mexico associated with the production of antimony oxide and antimony metal and redirect the Company’s antimony focus to the ore required for the profitable production of trisulfide for the DLA and the recreational trisulfide market.
 
The offering is expected to close on or about July 27, 2020, subject to customary closing conditions.
 
The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended, or applicable under state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the Securities and Exchange Commission within 35 days of the closing to register the resale of the shares of common stock and shares of common stock underlying the warrants issued in the private placement.
 
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
 
About United States Antimony Corporation
 
US Antimony is a growing, vertically-integrated natural resource company that has production and diversified operations in precious metals, zeolite and antimony. 
 
Forward-Looking Statements
 
This Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are based upon current expectations or beliefs, as well as a number of assumptions about future events, including matters related to the Company's operations, pending contracts and future revenues, ability to execute on its increased production and installation schedules for planned capital expenditures and the size of forecasted deposits. Although the Company believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, it can give no assurance that such expectations and assumptions will prove to have been correct. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties. In addition, other factors that could cause actual results to differ materially are discussed in the Company's most recent filings, including Form 10-KSB with the Securities and Exchange Commission.