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
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UNITED STATES ANTIMONY CORPORATION
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(Exact
name of registrant as specified in its charter)
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Montana
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001-08675
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81-0305822
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(State
or other jurisdiction of incorporation)
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Commission
File
Number)
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(IRS
Employer
Identification
No.)
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P.O.
Box 643, Thompson Falls, Montana
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(Address
of principal executive offices)
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59873
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(Zip
code)
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(406)
827-3523
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report.)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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[ ]
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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:
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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.
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.
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Description
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Form of Securities Purchase Agreement, dated July
23, 2020, between UnitedStates
Antimony Corporation and the Investors.
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Form of Registration Rights Agreement, dated July
23, 2020, between UnitedStates
Antimony Corporation and the Investors.
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Form
of Common Stock Purchase Warrant
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Press
release issued by United States Antimony Corporation dated July 23,
2020.
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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.
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UNITED
STATES ANTIMONY CORPORATION
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Date:
July 24, 2020
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By:
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/s/
Alicia Hill
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Alicia
Hill
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Corporate
Secretary, Treasurer
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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.