UNITED STATES ANTIMONY CORP
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed
by the Registrant [X]
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Filed
by a Party other than the Registrant [ ]
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Check
the appropriate box:
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[
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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[
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Definitive
Additional Materials
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[
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Soliciting
Material Pursuant to § 240.14a-12
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UNITED
STATES ANTIMONY CORPORATION
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(Name
of Registrant as Specified in Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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of Filing Fee (Check the appropriate box):
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required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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N/A
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(2)
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Aggregate
number of securities to which transactions applies:
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N/A
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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maximum aggregate value of transaction:
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Previously Paid:
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UNITED STATES ANTIMONY CORPORATION
P.O. Box 643, Thompson Falls, Montana 59873
December
11, 2020
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Dear
Shareholder:
You are
cordially invited to attend the 2019 annual meeting of shareholders
of United States Antimony Corporation on the 31
st
day, December,
2020, at 10:00 a.m., mountain time. The Annual Meeting
will be a completely virtual meeting of shareholders conducted via
live audio webcast to enable our shareholders to participate from
any location around the world that is convenient to them. You will
be able to attend the Annual Meeting by visiting
https://www.issuerdirect.com/virtual-event/uamy
.
The
Notice of Annual Meeting of Shareholders and Proxy Statement
describe the formal business to be transacted at the
meeting.
During
the meeting, we will also report on our
operations. Directors and officers of United States
Antimony Corporation will be present to respond to appropriate
questions from shareholders.
It is
important that your shares are represented, whether or not you
attend the annual meeting and regardless of the number of shares
you own. To make sure your shares are represented, we
urge you to promptly vote. You may vote your shares by
completing and mailing the enclosed proxy card. If you
attend the meeting, you may vote in person even if you have
previously submitted your proxy. The accompanying proxy information
provides instructions for submitting your vote online.
We look
forward to seeing you at the meeting.
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Sincerely,
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John
Gustavsen
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Interim Chief Executive Officer
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UNITED STATES ANTIMONY CORPORATION
___________________________
NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS
___________________________________
To the Shareholders of United States Antimony
Corporation:
The
2019 Annual Meeting of Shareholders of United States Antimony
Corporation (“USAC” or the “Company”) will
be on December 31, 2020 at 10:00 a.m., mountain time. The Annual
Meeting will be a completely virtual meeting of shareholders
conducted via live audio webcast to enable our shareholders to
participate from any location around the world that is convenient
to them. You will be able to attend the Annual Meeting by visiting
https://www.issuerdirect.com/virtual-event/uamy
.
We are
holding the Annual Meeting for the following purposes: which are
more fully described in the proxy statement accompanying this
Notice:
1.
To elect each of
the five directors named in the Proxy Statement for a term of one
year.
2.
To ratify the
appointment of DeCoria, Maichel & Teague P.S. as USAC’s
independent registered public accounting firm for the fiscal years
ending December 31, 2019 and 2020.
3.
Adoption of the
Second Amended and Restated Articles of Incorporation of the
Company;
4.
To transact any
other business that properly comes before the meeting.
Only
shareholders of record at the close of business on November 27,
2020, or the Record Date, will be entitled to notice of, and to
vote at, the annual meeting. A list of shareholders as of the
Record Date, will be available at the annual meeting for inspection
by any shareholder. Shareholders will need to register at the
annual meeting to attend the annual meeting. If your shares of
common stock or preferred stock are not registered in your name,
you will need to bring proof of your ownership of those shares to
the annual meeting in order to register to attend and vote. You
should ask the broker, bank or other institution that holds your
shares of common or preferred stock to provide you with a valid
proxy card to permit you to vote at the annual meeting. Please
bring that documentation with you to the annual
meeting.
Your vote is very important.
Whether or
not you expect to attend the Annual Meeting, we urge you to vote
your shares at your earliest convenience. Promptly voting your
shares by signing, dating, and returning the enclosed proxy card
will ensure the presence of a quorum at the meeting. An addressed
envelope for which no postage is required if mailed in the United
States is enclosed if you wish to vote by mail. Submitting your
proxy now will not prevent you from voting your shares at the
meeting if you desire to do so, as your proxy is revocable at your
option. Retention of the proxy is not necessary for admission to or
identification at the meeting.
Important
Notice Regarding the Availability of Proxy Materials for the annual
meeting to be held on December 31, 2020. The proxy statement and
2019 Annual Report on Form 10-K are available at
http://www.usantimony.com.
By Order of the Board of Directors
John Gustavsen
Interim Chief Executive Officer
December 11,
2020
PROXY STATEMENT
OF
UNITED STATES ANTIMONY CORPORATION
47 Cox
Gulch, P.O. Box 643
Thompson
Falls, Montana 59873
(406)
827-3523
___________________________
2019 ANNUAL MEETING OF SHAREHOLDERS
December 31, 2020
___________________________
The
Board of Directors of United States Antimony Corporation
(“USAC” or the “Company”) is using this
Proxy Statement to solicit proxies from our shareholders for use at
the 2019 annual meeting of shareholders.
___________________________
INFORMATION ABOUT THE 2019 ANNUAL MEETING
___________________________
Time and Place of the Annual Meeting
Our
annual meeting will be held as follows:
Date
:
December 31, 2020
Time
:
10:00 a.m., mountain time
Place
:
https://www.issuerdirect.com/virtual-event/uamy
Matters to Be Considered at the Annual Meeting
At the
meeting, you will be asked to consider and vote upon the following
proposals (“Proposals”):
Proposal
1.
To elect five named
directors each to serve for a one-year term.
Proposal
2.
To ratify the
selection of DeCoria, Maichel & Teague P.S. as our independent
auditor for 2019 and 2020.
Proposal
3:
To adopt the Second
Amended and Restated Articles of Incorporation of the
Company;
Proposal
4:
To transact any
other business that properly comes before the
meeting
We also
will transact any other business that may properly come before the
annual meeting. As of the date of this Proxy Statement, we are not
aware of any other business to be presented for consideration at
the annual meeting other than the matters described in this Proxy
Statement.
Proxy Materials
We are
first mailing this Proxy Statement and its accompanying materials
and the form of proxy to our shareholders on or about December 11,
2020. The following documents are included with this Proxy
Statement:
1.
Notice of Special Meeting of Shareholders;
2. A
Proxy Designation attached hereto (the
“Proxy”);
3. A
copy of the Second Amended and Restated Articles of Incorporation
attached hereto (the “Restated Articles”);
and
4. A
copy of the 2019 Annual Report.
- 1 -
Who is Entitled to Vote?
We have
fixed the close of business on November 27, 2020 as the Record Date
for shareholders entitled to notice of, and to vote at, our annual
meeting. Only holders of record of USAC’s common stock and
preferred stock on that date are entitled to notice of, and to vote
at, the annual meeting. You are entitled to one vote for each share
of USAC common stock and each share of Series C preferred stock you
own. Each holder of shares of Series D preferred stock is entitled
to such number of votes as shall be equal to the whole number of
shares of common stock into which such holders aggregate number of
shares of Series D Preferred Stock are convertible immediately
after the close of business on the Record Date.
On the
Record Date, the following shares were outstanding and entitled to
vote at the annual meeting: (1) 75,740.259 shares of common stock,
(2) 177,904 shares of Series C preferred stock, and (3) 1,751,005
shares of Series D preferred stock. There are no issued or
outstanding shares of the Company’s Series A preferred stock
and the Company’s Series B preferred stock does not have
voting rights.
The
Common Stock and Preferred Stock are sometimes collectively
referred to in this Proxy Statement as the “Capital
Stock.”
How Do I Vote at the Annual Meeting?
You
have several voting options. You may vote by:
●
Completing your
proxy card over the internet at the following website:
http://www.iproxydirect.com/UAMY
;
●
Faxing your proxy
card to Issuer Direct at 202-521-3464, Attention: Proxy
Services;
●
Emailing your proxy
card to Issuer Direct at proxy@issuerdirect.com;
●
Downloading or
requesting a proxy card (as detailed below), signing your proxy and
mailing it to the attention of Alicia Hill, Secretary, at P.O. Box
643, Thompson Falls, Montana 59873;
●
Signing and faxing
your proxy card to our Secretary for proxy voting to 406-827-3543;
or
●
Attending the
annual meeting and voting in person.
Proxies
are solicited to provide all shareholders of record on the Record
Date with an opportunity to vote on matters scheduled for the
annual meeting and described in these materials. You are a
shareholder of record if your shares of USAC common stock and/or
preferred stock are held in your name. If you are a beneficial
owner of USAC common stock or preferred stock held by a broker,
bank or other nominee (
i.e.
, in “street name”),
please see the instructions in the following question.
Shares
of USAC common stock and preferred stock can only be voted if the
shareholder is present in person or by proxy at the annual meeting.
To ensure your representation at the annual meeting, we recommend
you vote by proxy even if you plan to attend the annual meeting.
You can always change your vote at the meeting if you are a
shareholder of record.
Shares
of USAC common stock and preferred stock represented by properly
executed proxies will be voted by the individuals named on the
proxy card in accordance with the shareholder’s instructions.
Where properly executed proxies are returned to us with no specific
instruction as how to vote at the annual meeting, the persons named
in the proxy will vote the shares "FOR" the election of each of our
four named director nominees and "FOR" ratification of the
selection of DeCoria, Maichel & Teague P.S. as our independent
auditor for 2019 and 2020 and “FOR” the adoption of the
Second Amended and Restated Articles of Incorporation. If any other
matters are properly presented at the annual meeting for action,
the persons named in the enclosed proxy and acting thereunder will
have the discretion to vote on these matters in accordance with
their best judgment. We do not currently expect that any other
matters will be properly presented for action at the annual
meeting.
- 2 -
You may
receive more than one proxy card depending on how your shares are
held. For example, you may hold some of your shares individually,
some jointly with your spouse, and some in trust for your children.
In this case, you will receive three separate proxy cards to
vote.
What if My Shares Are Held in Street Name?
If you
are the beneficial owner of shares held in “street
name” by a broker, your broker, as the record holder of the
shares, is required to vote the shares in accordance with your
instructions. If you do not give instructions to your broker, your
broker may nevertheless vote the shares with respect to
discretionary items, but will not be permitted to vote your shares
with respect to non-discretionary items, pursuant to current
industry practice. In the case of non-discretionary items, the
shares not voted will be treated as “broker
non-votes.”
If your
shares are held in street name, you will need proof of ownership to
be admitted to the annual meeting. A recent brokerage statement or
letter from the record holder of your shares are examples of proof
of ownership. If you want to vote your shares of common stock or
preferred stock held in street name in person at the annual
meeting, you will have to get a written proxy in your name from the
broker, bank or other nominee who holds your shares.
How Many Shares Must Be Present to Hold the Meeting?
A
quorum must be present at the meeting for any business to be
conducted. The presence at the meeting, in person or by proxy, of
at least a majority of the shares of USAC common stock and
preferred stock entitled to vote at the annual meeting as of the
Record Date will constitute a quorum. Proxies received but marked
as abstentions or broker non-votes will be included in the
calculation of the number of shares considered to be present at the
meeting.
What if a Quorum Is Not Present at the Meeting?
If a
quorum is not present at the scheduled time of the meeting, a
majority of the shareholders present or represented by proxy may
adjourn the meeting until a quorum is present. The time and place
of the adjourned meeting will be announced at the time the
adjournment is taken, and no other notice will be given unless the
meeting is adjourned for 60 days or more. An adjournment will have
no effect on the business that may be conducted at the
meeting.
Vote Required to Approve Proposal 1: Election of
Directors
Directors
are elected by a majority of the votes cast, in person or by proxy,
at the annual meeting by holders of a plurality of outstanding
shares entitled to vote which are present in person or by proxy at
the annual meeting. Pursuant to our Bylaws and Montana law,
shareholders are permitted to cumulate their votes for the election
of directors. Under cumulative voting, each holder of voting stock
has a number of votes that is equal to the number of shares of
voting stock he or she owns multiplied by the number of directors
to be elected. The holder may cast all of those votes for one
nominee or distribute them among all or less than all of the
nominees as the shareholder sees fit. Since four directors are to
be elected at the meeting, the total votes which may be cast in the
election of directors is calculated as follows:
Number
of shares of voting stock owned by you x 4 (number of directors to
be elected) = total votes. Shareholders may allocate their votes
among the four nominees described below. Votes may be cast for or
withheld from each nominee.
Vote Required to Approve Proposal 2: Ratification of the Selection
of the Independent Auditor
Ratification
of the selection of DeCoria, Maichel & Teague P.S. as our
independent auditor for the fiscal years ending December 31, 2019
and December 31, 2020 requires the affirmative vote of a majority
of the outstanding shares entitled to vote which are present in
person or by proxy at the annual meeting. Abstentions will have the
same effect as a vote against the proposal.
- 3 -
With
respect to the adoption and approval of the Restated Articles,
pursuant to Montana Law and the Company’s Restated Articles
of Incorporation (the “Current Articles”) the following
approval is required:
●
approval of the
holders of a majority of the Common Stock and Preferred Stock
voting together as a single class on an as-converted basis;
and
●
approval of the
holders of a majority of the shares of Series C Preferred Stock,
voting as a separate class.
May I Revoke My Proxy?
You may
revoke your proxy before it is voted by:
●
submitting a new proxy with a later
date;
●
notifying the Secretary of USAC in writing
before the annual meeting that you have revoked your proxy;
or
●
attending the virtual annual meeting and
voting electronically
If you
are the beneficial owner of your shares, you must contact the
broker, bank or other nominee holding your shares and follow their
instructions to change your vote or revoke your proxy.
How can I obtain a copy of the 2019 Annual Report on Form
10-K?
The
Company’s 2019 Annual Report on Form 10-K, including
financial statements, is available on the internet with this Proxy
Statement at
http://www.usantimony.com
.
The Form is also available through the SEC’s website at
http://www.sec.gov
.
At the written request of any shareholder who owns shares on the
Record Date, the Company will provide to such shareholder, without
charge, a paper copy of the Company’s 2019 Annual Report on
Form 10-K as filed with the SEC, including the financial
statements, but not including exhibits
.
If
requested, the Company will provide copies of the exhibits for a
reasonable fee.
- 4 -
___________________________
PROPOSAL 1 – ELECTION OF DIRECTORS
___________________________
What is the current composition of the Board?
Our
Board of Directors has fixed the number of directors at six. The
Board of Directors consisted of six members until
John C. Lawrence passed away in June
2020, the vacancy created by Mr. Lawrence’s passing has not
been filled. Accordingly, our Board of Directors currently consists
of five members, with one vacancy. The Board of Directors has not
nominated a nominee to fill the current vacancy, and only four
nominees are standing for election at the Annual
meeting.
Is the Board divided into classes? How long is the
term?
No, the
Board is not divided into classes. All directors serve one-year
terms until their successors are elected and qualified at the next
annual meeting.
Who is standing for election this year?
The
Board of Directors has nominated the following four current Board
Members for election at the 2019 annual meeting, to hold office
until the 2020 annual meeting:
●
Hartmut W.
Baitis
●
Russell C.
Lawrence
●
Craig W.
Thomas
●
Jeffrey D.
Wright
●
Blaise Aguirre,
MD
What if a nominee is unable or unwilling to serve?
All of
our nominees currently serve as USAC directors. Each nominee has
consented to being named in this Proxy Statement and has agreed to
serve if elected. If a nominee is unable to stand for election, the
Board of Directors may either reduce the number of directors to be
elected or select a substitute nominee. If a substitute nominee is
selected, the proxy holders will vote your shares for the
substitute nominee, unless you have withheld authority. At this
time, we are not aware of any reason why a nominee might be unable
to serve if elected.
How are nominees elected?
Directors
are elected by a majority of the votes cast, in person or by proxy,
at the annual meeting by holders of a plurality of outstanding
shares entitled to vote which are present in person or by proxy at
the annual meeting. Pursuant to our Bylaws and Montana law,
shareholders are permitted to cumulate their votes for the election
of directors.
Board Recommendation
The Board recommends a vote FOR each of the four named
nominees.
- 5 -
___________________________
___________________________
The
following table sets forth certain information with respect to our
directors who are named in this Proxy Statement. The term for each
director expires at our next annual meeting or until his or her
successor is appointed and qualified. The ages of the directors are
shown as of December 31, 2019.
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Name
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Age
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Affiliation
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Expiration of
Term
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Hartmut
W. Baitis
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70
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Director
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2020
annual meeting
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Russell
C. Lawrence
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51
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Director
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2020
annual meeting
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Jeffrey D.
Wright
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50
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Director
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December 31,
2020
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Craig
W. Thomas
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45
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Director
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2020 annual
meeting
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Blaise
Aguirre, MD
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56
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Director
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2020
annual meeting
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Set
forth below is the present principal occupation and other business
experience during the last five years of each of the four nominees
for election.
Hartmut W. Baitis
. Mr. Baitis, who joined the Board in 2011,
has more than 35 years of experience as an exploration geologist in
the U.S., Canada, Central America and Mexico. He is experienced in
numerous geologic environments and terrains, and has been involved
in all phases of exploration, ranging from field geologist,
consultant, management and acquisition team director. He has a B.S.
and a Ph.D. in Geology from the University of Oregon.
Russell C. Lawrence
. Mr. Lawrence, who joined the
Board in 2007, has experience in applied physics, mining, refining,
excavation, electricity, electronics, and building
contracting. He graduated from the University of Idaho
with a degree in physics in 1994 and worked for the Physics
Department at the University of Idaho for a period of 10 years. He
has also worked as a building contractor and for USAC at the
smelter and laboratory at Thompson Falls, for USAMSA in the
construction and operation of the USAMSA smelter in Mexico, and for
Antimonio de Mexico, S. A. de C. V. at the San Miguel Mine and the
Cadereyta mill site in Mexico.
Jeffrey D. Wright
.
Mr
Wright, who joined the Board in 2015, graduated from North Carolina
State University with a BA degree and the University of Southern
California Marshall School of Business with an MBA. Mr. Wright was
a naval officer from 1991 through 1996 serving aboard the aircraft
carrier USS Carl Vinson and the Destroyer USDS John Young. Mr.
Wright successively more responsible positions in the securities
and finance industry. From 2011 through 2013 he was the managing
director metals and mining research for Global Hunter Securities,
and he held the same position for H.C. Wainwright from 2013 through
2015.
Craig W. Thomas
.
Mr. Thomas, who joined the Board in May 2016,
is a professional investor with more than 20 years
of investing experience, including as a Director of Research at
S.A.C. Capital Advisors, a portfolio manager at CR Intrinsic
Investors and S.A.C. Capital Advisors, and an analyst at Goff Moore
Strategic Partners and Rainwater, Inc.
He is currently the co-founder of
Shareholder Advocates for Value Enhancement (S.A.V.E.), which he
founded in 2009, and manages various other investment partnerships.
Prior to becoming a professional investor, Mr. Thomas was a
consultant at The Boston Consulting Group. Mr. Thomas is a former
director of Laureate Education, Inc. and Full House Resorts, Inc.
Mr. Thomas earned an A.B. from Stanford University and an M.B.A.
from the Graduate School of Business at Stanford University.
He is currently the
co-founder of Shareholder Advocates for Value Enhancement and the
managing member of various investment partnerships. Mr.
Thomas is currently a director of Full House Resorts, Inc. Mr.
Thomas earned an A.B. from Stanford University and an M.B.A. from
the Graduate School of Business at Stanford
University.
Blaise Aguirre, MD
. Dr. Aguirre, who joined the Board in
August 2019, is an Assistant Professor of Psychiatry at Harvard
Medical School, and is the founding Medical Director of 3East at
McLean Hospital in Belmont, Massachusetts. In 2011, he was elected
to the Board of Directors at Investors Capital Holdings, Ltd, and
remained on the Board until it was sold to RCS Capital Corporation.
In addition, Dr. Aguirre sits on the boards of various privately
held companies. He has developed and maintained relationships with
institutional money managers, venture capitalists, angel investors
and has developed expertise as a small cap stock analyst as a
broker with series 7 and 63 securities licenses. He received his
Medical Doctor’s degree in 1989 from the University of
Witwatersrand, Johannesburg, South Africa, and performed his
residency at Boston University School of Medicine from 1991 to
1994.
- 6 -
Family Relationships
None.
Other Directorships
Other
than Mr. Thomas, who is a director of Full House Resorts, Inc., no
other director of the Company is a director of an issuer with a
class of securities registered under Section 12 of the United
States Securities Exchange Act of 1934, as amended, or the Exchange
Act, or which otherwise is required to file periodic reports under
the Exchange Act.
Legal Proceedings
The Company is not aware of any material legal proceedings to which
any director, officer or affiliate of the Company, or any owner of
record or beneficially of more than five percent of common stock of
the Company, or any associate of any director, officer, affiliate
of the Company, or security holder is a party adverse to the
Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
The Company is not aware of any of its directors or officers being
involved in any legal proceedings in the past ten years relating to
any matters in bankruptcy, insolvency, criminal proceedings (other
than traffic and other minor offenses) or being subject to any of
the items set forth under Item 401(f) of Regulation
S-K.
___________________________
___________________________
Board of Directors
The
Board of Directors conducts its business through Board meetings and
through its committees. The current Board is composed of five
directors, with one vacancy.
Director Independence
We have
five directors as of the Record Date, including four independent
directors as follows:
●
Hartmut W.
Baitis
●
Jeffrey D.
Wright
●
Craig W.
Thomas
●
Blaise Aguirre,
MD
An
“independent” director is a director whom the Board of
Directors has determined satisfies the requirements for
independence under Section 803A of the NYSE American Company
Guide.
Meetings of the Board and Board Member Attendance at Annual
Meeting
During
the year ended December 31, 2019, the Board of Directors held four
(4) regular meetings. Each incumbent director, attended all of the
meetings of the Board in 2019 and meetings of committees on which
such person served during this period.
- 7 -
Board
members are not required to attend the annual meeting of
shareholders.
Communications to the Board
Shareholders
who are interested in communicating
directly with members of the Board, or the Board as a group, may do
so by writing directly to the individual Board member c/o Alicia
Hill, Corporate Secretary, at United States Antimony Corporation,
P.O. Box 643, Thompson Falls, Montana 59873. Our Secretary will
forward communications directly to the appropriate Board member(s).
If the correspondence is not addressed to a particular member, the
communication will be forwarded to at least one Board member in
order to bring the matter to the attention of the full Board. Our
Secretary will review all communications before forwarding them to
the appropriate Board member(s).
Committees and Committee Charters
The
Board of Directors has the following standing committees: Executive
Committee, Audit Committee, Compensation Committee, and Corporate
Governance and Nominating Committee. The Audit Committee was
established in December 2011, and the Compensation and Corporate
Governance and Nominating Committees were established in
2012.
Executive Committee
In
2019, the Executive Committee consisted of two members, John C.
Lawrence and Gary D. Babbitt. During 2019, the Executive Committee
met one (1) time. Mr. Babbitt resigned from the Board in March 2019
due to health reasons, and John C. Lawrence passed away on June 16,
2020. The Executive Committee currently consists of Hartmut W.
Baitis.
Audit Committee and Audit Committee Financial Experts
We have a standing Audit Committee and audit committee charter,
which complies with Rule 10A-3 of the Securities Exchange Act of
1934, as amended, or the Exchange Act, and the requirements of the
NYSE American. Our Audit Committee was established in accordance
with Section 3(a)(58)(A) of the Exchange Act. During 2019, our
Audit Committee was composed of the following four (4) directors
each of whom, in the opinion of the Board, was independent (in
accordance with Rule 10A-3 of the Exchange Act and the requirements
of Section 803A of the NYSE American Company Guide) and financially
literate (pursuant to the requirements of Section 803B of the NYSE
American Company Guide):
Gary D. Babbitt (Chairman), Whitney
H. Ferer, Jeffrey D. Wright and Craig W. Thomas.
Mr. Thomas satisfies the requirement of a
“financial expert” as defined under Item 407(d)(5) of
Regulation S-K and meets the requirements for financial
sophistication under the requirements of Section 803B of the NYSE
American Company Guide. Each of Mr. Babbitt and Mr. Ferer resigned
from the Board in March 2019 due to health reasons, and the Audit
Committee currently consists of Jeffrey D. Wright (Chairman), Craig
W. Thomas and Blaise Aguirre.
Our Audit Committee meets with our management and our external
auditors to review matters affecting financial reporting, the
system of internal accounting and financial controls and procedures
and the audit procedures and audit plans. Our Audit Committee
reviews our significant financial risks, is involved in the
appointment of senior financial executives and annually reviews our
insurance coverage and any off-balance sheet
transactions.
Our Audit Committee monitors our audit and the preparation of
financial statements and all financial disclosures contained in our
SEC filings. Our Audit Committee appoints our external auditors,
monitors their qualifications and independence and determines the
appropriate level of their remuneration. The external auditors
report directly to the Audit Committee. Our Audit Committee has the
authority to terminate our external auditors’ engagement and
approve in advance any services to be provided by the external
auditors that are not related to the audit.
During the fiscal year ended December 31, 2019, the Audit Committee
met four (4) times. A copy of the Audit Committee charter is
available on our website at
www.usantimony.com
.
- 8 -
Audit Committee Report
Our Audit Committee oversees our financial reporting process on
behalf of the Board. During 2019, the Committee had four (4)
members, each of whom was “independent” as determined
under Rule 10A-3 of the Exchange Act and the rules of the NYSE
American. The Committee operates under a written charter adopted by
the Board.
The Committee assists the Board by overseeing (1) the integrity of
our financial reporting and internal control, (2) the independence
and performance of our independent auditors, and (3) providing an
avenue of communication between management, the independent
auditors and the Board.
In the course of providing its oversight responsibilities regarding
the 2019 financial statements, the Committee reviewed the 2019
audited financial statements, which appear in the 2019 Annual
Report on Form 10-K, with management and our independent auditors.
The Committee reviewed accounting principles, practices, and
judgments as well as the adequacy and clarity of the notes to the
financial statements.
The Committee reviewed the independence and performance of the
independent auditors who are responsible for expressing an opinion
on the conformity of those audited financial statements with
accounting principles generally accepted in the United States, and
such other matters as required to be communicated by the
independent auditors in accordance with Statement of Auditing
Standards 61, as superseded by Statement of Auditing Standard
114—the Auditor’s Communication With Those Charged With
Governance, as modified or supplemented.
The Committee meets with the independent auditors to discuss their
audit plans, scope and timing on a regular basis, with or without
management present. The Committee has received the written
disclosures and the letter from the independent auditors required
by applicable requirements of the Public Company Accounting
Oversight Board for independent auditor communications with audit
committees concerning independence, as may be modified or
supplemented.
In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board, and the Board has approved,
that the audited financial statements be included in the Annual
Report to the Securities and Exchange Commission on Form 10-K for
the year ended December 31, 2019. The Committee and the Board have
also recommended the selection of DeCoria, Maichel and Teague P.S.
as independent auditors for the Company for the fiscal years ending
December 31, 2019 and 2020.
Submitted by the 2019 Audit Committee Members
●
Jeffrey
D Wright (Chairman)
●
Craig
W. Thomas
●
Blaise
Aguirre
Compensation Committee
During 2019, we had a Compensation Committee composed of the
following four (4) directors, each of whom, in the opinion of our
Board of Directors, was independent (under Section 803A of the NYSE
MKT Company Guide): Gary D. Babbitt (Chairman), Hartmut W. Baitis,
Whitney H. Ferer and Jeffrey D. Wright. Messrs. Babbitt and Ferer
each resigned from the Board in March 2019, and the Compensation
Committee currently consists of Craig W. Thomas (Chairman), Hartmut
W. Baitis and Jeffrey D. Wright.
We have a Compensation Committee charter that complies with the
requirements of the NYSE American. Our Compensation Committee is
responsible for considering and authorizing terms of employment and
compensation of executive officers and providing advice on
compensation structures in the various jurisdictions in which we
operate. Our Chief Executive Officer may not be present during the
voting determination or deliberations of his or her compensation;
however, our Compensation Committee does consult with our Chief
Executive Officer in determining and recommending the compensation
of directors and other executive officers.
In addition, our Compensation Committee reviews both our overall
salary objectives and significant modifications made to employee
benefit plans, including those applicable to executive officers,
and proposes awards of stock options, if any. The Compensation
Committee has determined that the Company’s compensation
policies and practices for its employees generally, not just
executive officers, are not reasonably likely to have a material
adverse effect on the Company.
- 9 -
The Compensation Committee does not and cannot delegate its
authority to determine director and executive officer compensation.
Due to budgetary constraints, neither the Company nor the
Compensation Committee has engaged the services of an external
compensation consultant.
During the fiscal year ended December 31, 2019, the Compensation
Committee met two (2) times. A copy of the Compensation Committee
charter is available on our website at
www.usantimony.com
.
Corporate Governance and Nominating Committee
During 2019, we had a Corporate Governance and Nominating Committee
composed of the following three (3) directors, each of whom, in the
opinion of our Board of Directors, was independent (under Section
803A of the NYSE American Company Guide): Gary D. Babbitt
(Chairman), Hartmut W. Baitis and Whitney H. Ferer. Messrs. Babbitt
and Ferer each resigned from the Board in March 2019 due to health
reasons, and the Corporate Governance and Nominating Committee
currently consists of Jeffrey D. Wright (Chairman), Hartmut W.
Baitis and Craig W. Thomas. The charter of the Corporate Governance
and Nominating Committee charter complies with the requirements of
the NYSE American.
Our Corporate Governance and Nominating Committee is responsible
for developing our approach to corporate governance issues. The
Committee evaluates the qualifications of potential candidates for
director positions and recommends to the Board nominees for
election at the next annual meeting or any special meeting of
shareholders, and any person to be considered to fill a Board
vacancy resulting from death, disability, removal, resignation or
an increase in Board size. The Committee has adopted a Director
Nominating Process and Policy which sets forth the criteria the
Board will assess in connection with the consideration of a
candidate, including the candidate’s integrity, reputation,
judgment, knowledge, independence, experience, accomplishments,
commitment and skills, all in the context of an assessment of the
perceived needs of the Board at that time. A copy of the Director
Nominating Process and Policy is available on our website at
www.usantimony.com
.
We do not have a formal policy regarding diversity in the selection
of nominees for directors. The Corporate Governance and Nominating
Committee does, however, consider diversity as part of its overall
selection strategy. In considering diversity of the Board as a
criteria for selecting nominees, the Corporate Governance and
Nominating Committee takes into account various factors and
perspectives, including differences of viewpoint, professional
experience, education, personal and professional skills and other
individual qualities and attributes that contribute to Board
heterogeneity, as well as race, gender and national origin. The
Corporate Governance and Nominating Committee seeks persons with
leadership experience in a variety of contexts. The Corporate
Governance and Nominating Committee believes that this
conceptualization of diversity is the most effective means to
implement Board diversity. The Corporate Governance and Nominating
Committee will assess the effectiveness of this approach as part of
its annual review of its charter.
The Committee will consider recommendations for director nominees
made by shareholders and others if these individuals meet the
criteria set forth in the Director Nominating Process and Policy.
For consideration by the Committee, the nominating shareholder or
other person must provide the Corporate Secretary’s Office
with information about the nominee, including a detailed background
of the suggested candidate that will demonstrate how the individual
meets our director nomination criteria. If a candidate proposed by
a shareholder meets the criteria, the individual will be considered
on the same basis as other candidates.
No
shareholder or shareholders holding 5% or more of our outstanding
stock, either individually or in aggregate, has recommended a
nominee for election to the Board.
All of the five nominees included on the proxy card accompanying
this proxy statement were nominated by the Corporate Governance and
Nominating Committee and were recommended by our current
Board.
During the fiscal year ended December 31, 2019, the Corporate
Governance and Nominating Committee met one (1) time. A copy of the
Corporate Governance and Nominating Committee charter is available
on our website at
www.usantimony.com
.
- 10 -
Board Leadership Structure
The Board has reviewed our current Board leadership structure in
light of the composition of the Board, our size, the nature of our
business, the regulatory framework under which we operate, our
shareholder base, our peer group and other relevant factors.
Considering these factors we determined not to have a separate
Chief Executive Officer and Chairman of the Board. Our former Chief
Executive Officer filled both roles. We determined that this
structure is currently the most appropriate Board leadership
structure for us. The Board noted the following factors in reaching
its determination:
●
The
Board acts efficiently and effectively under its current
structure.
●
A
structure of a combined Chief Executive Officer and Chairman of the
Board is in the best position to be aware of major issues facing us
on a day-to-day and long-term basis, and is in the best position to
identify key risks and developments facing us to be brought to the
Board’s attention.
●
This
structure eliminates the potential for confusion and duplication of
efforts, including among employees.
●
Companies
within our peer group utilize similar Board
structures.
We do not have a lead independent director. Given the size of the
Board, the Board believes that the presence of four independent
directors, with independent directors sitting on the Board’s
committees, is sufficient independent oversight even if we combine
the roles of Chairman and Chief Executive Officer. The independent
directors work well together in the current structure and the Board
does not believe that selecting a lead independent director would
add significant benefits to the Board oversight role.
We currently have an Interim Chief Executive Officer who is not a
director, and we do not currently have a Chairman of the Board.
However, if we appoint a permanent Chief Executive Officer, our
Board may choose to elect the Chief Executive Officer as a director
and combine the Chairman and Chief Executive Officer
roles.
The Board of Director’s Role in Risk Management
Oversight
The understanding, identification and management of risk are
essential elements for the successful management of the Company.
Risk oversight begins with the Board and the Audit Committee.
During 2019, the Audit Committee consisted of Mr. Babbitt
(Chairman), and Messrs. Ferer, Wright and Thomas, each of whom was
an independent director. In March 2019, each of Messrs. Babbitt and
Ferer resigned due to health reasons, and the Audit Committee
currently consists of Craig W. Thomas (Chairman), Jeffrey D. Wright
and Blaise Aguirre.
The Audit Committee reviews and discusses policies with respect to
risk assessment and risk management. The Audit Committee also has
oversight responsibility with respect to the integrity of our
financial reporting process and systems of internal control
regarding finance and accounting, as well as our financial
statements.
At the management level, an internal audit provides reliable and
timely information to the Board and management regarding our
effectiveness in identifying and appropriately controlling risks.
Annually, management presents to the Audit Committee a report
summarizing the review of our methods for identifying and managing
risks.
Additionally, our Corporate Governance and Nominating Committee
reviews the risks related to succession planning and the
independence of the Board. The Compensation Committee reviews the
risks related to our various compensation plans.
In the event that a committee is allocated responsibility for
examining and analyzing a specific risk, such committee reports on
the relevant risk exposure during its regular reports to the entire
Board facilitates proper risk oversight by the entire
Board.
Based on a review of the nature of operations, we do not believe
that any areas of the Company are incentivized to take excessive
risks that would likely have a material adverse effect on our
operations.
- 11 -
___________________________
___________________________
Following is a
summary of fees, cash payments, stock awards, and other
reimbursements to Directors during the year ended December 31,
2019:
Directors Compensation
|
Name and Principal Position
|
Fees Earned or paid in Cash
|
Stock Awards
|
Total Fees, Awards, and Other Compensation
|
|
John
C. Lawrence, Former Chairman and Director
|
|
$
25,000
|
$
25,000
|
|
Gary
D. Babbitt, Former Director
|
$
18,000
|
$
25,000
|
$
43,000
|
|
Russell
Lawrence, Former Director
|
|
$
25,000
|
$
25,000
|
|
Hartmut
Baitis, Director
|
|
$
25,000
|
$
25,000
|
|
Whitney
Ferer, Former Director
|
|
$
25,000
|
$
25,000
|
|
Jeffrey
Wright, Director
|
|
$
25,000
|
$
25,000
|
|
Craig
Thomas, Director
|
|
$
25,000
|
$
18,750
|
|
Totals
|
$
18,000
|
$
175,000
|
$
193,000
|
___________________________
___________________________
Summary Compensation Table
The
following summary compensation table sets forth information
concerning the annual compensation for services to the Company for
the years ended December 31, 2019, 2018 and 2017 paid by the
Company to its executive officers.
|
Name and
Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
(1)
|
Total
|
|
John C.
Lawrence,
|
2019
|
$
141,000
|
N/A
|
$
25,000
|
$
166,000
|
|
Former
President and Chief Executive Officer
|
2018
|
$
141,000
|
N/A
|
$
25,000
|
$
166,000
|
|
|
2017
|
$
141,000
|
N/A
|
$
25,000
|
$
166,000
|
|
|
|
|
|
|
|
|
John C.
Gustavsen,
|
2019
|
$
100,000
|
N/A
|
|
$
100,000
|
|
Executive
Vice President
|
2018
|
$
100,000
|
N/A
|
|
$
100,000
|
|
|
2017
|
$
100,000
|
N/A
|
|
$
100,000
|
|
|
|
|
|
|
|
|
Russell C.
Lawrence, Executive
|
2019
|
$
110,000
|
N/A
|
$
25,000
|
$
135,000
|
|
Director
Latin America
|
2018
|
$
110,000
|
N/A
|
$
25,000
|
$
135,000
|
|
|
2017
|
$
110,000
|
N/A
|
$
25,000
|
$
135,000
|
|
These
figures represent the fair values, as of the date of issuance, of
the annual director's fee payable to John C. Lawrence and Russell
C. Lawrence in the form of shares of USAC's common
stock.
|
- 12 -
Compensation for
all executive officers, except for the President/CEO position, is
recommended to the Compensation Committee of the Board of Directors
by the President/CEO. The Compensation Committee makes the
recommendation for the compensation of the President/CEO. The
Compensation Committee has identified a peer group of mining
companies to aid in reviewing the President’s compensation
recommendations for executives, and for reviewing the compensation
of the President/CEO. The full Board approves the compensation
amounts recommended by the Compensation Committee. Currently,
compensation for executive management includes only base salary and
health insurance. The Company does not have annual
performance-based salary increases, long-term performance-based
cash incentives, deferred compensation, retirement benefits, or
disability benefits.
Two
executive officers, the President/CEO and the Executive Director of
Latin America, receive restricted stock awards for their services
as Board members.
Equity Compensation Awards
The
following table sets forth information concerning the outstanding
equity awards at December 31, 2019, held by our principal executive
officer. There were not any other outstanding equity awards or plan
based awards to officers or directors as of December 31,
2019.
|
Name
|
Number of
Securities Underlying Unexercised Options
|
Outstanding
Equity Awards at
Fiscal Year
End
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
Average
Exercise
Price
|
Option Exercise
Dates
|
|
|
|
Exercisable
|
Unexercisable
|
|
|
|
|
|
#
|
#
|
|
|
|
|
|
|
|
|
|
|
|
John C.
Lawrence
|
250,000
|
0
|
0
|
$
0.25
|
None
|
|
(Former Chairman of
the Board Of
|
|
|
|
|
|
|
Directors and Chief
Executive
|
|
|
|
|
|
|
Officer)
|
|
|
|
|
|
Compensation Committee Discussion and Analysis
This
discussion and analysis provides you with an understanding of our
executive compensation philosophy, plans and practices, and gives
you the context for understanding and evaluating the more specific
compensation information contained in the tables and related
disclosures set forth above.
United
States Antimony Corporation (“USAC” or the
“Company”) mines and processes zeolite, antimony and
precious metals. A wholly owned subsidiary, Bear River Zeolite,
operates a zeolite mine and plant near Preston, Idaho. Wholly-owned
subsidiaries in Mexico operate the Los Juarez antimony mine in the
state of Queretaro, Mexico, a mill in Guanajuato, Mexico, an
antimony smelter in Coahuila, Mexico, and mines in Guadalupe,
Soyatal and Wadley. The Company’s headquarters, primary
smelter and refinery are located in Thompson Falls,
Montana.
In
analyzing executive compensation, the committee recognized the
hardship and risk which the CEO, John Lawrence, and the Executive
Vice Presidents, John Gustavsen and Russell Lawrence, have faced
and continue to endure in working in Mexico. Employment at the
management level has been static from 2013 through 2019, both in
the Company and in all of its subsidiaries.
- 13 -
Oversight of the Executive Compensation Program
Role of the Compensation Committee.
The
Compensation Committee (“Committee”) reviews and
oversees the Company’s compensation programs. The Committee
recommends the compensation levels for management level officers.
The Compensation Committee also makes recommendations to the Board
concerning salary guidelines and reviews compensation matters
concerning all other executive officer and director compensation,
including salaries, bonuses, stock-based awards and grants, and the
terms and conditions of employment contracts.
The
Compensation Committee meets annually to consider recommendations
to the Board. Typically, the CEO of the Company makes
recommendations to the Committee concerning individual salary
levels and other compensation for the executives based on his
knowledge of the work requirements and their effort and success.
The CEO does not make any recommendation concerning his own salary
or compensation. The Compensation Committee balances the
Company’s compensation levels with the present operational
goals and objectives of the Company.
The
Compensation Committee is currently comprised of Craig W. Thomas
(Chairman), Hartmut W. Baitis and Jeffrey D. Wright. The
Compensation Committee did not engage a compensation consultant in
either the preparation or review of this report. The Board of
Directors fixes director compensation based on the
Committee’s recommendations.
Role of Executive Officers
The
Chief Executive Officer makes recommendations to the Committee
concerning executive officers’ total
compensation.
At this
time, the Company does not have a qualified or non-qualified stock
plan.
The
Committee reviews the executive officer recommendations for
compensation and exercises its discretion in amending, accepting or
modifying the recommendations for compensation.
Executive Compensation Principles
The
following principles assist and guide the Committee in fulfilling
its responsibilities as set forth in the Compensation Committee
Charter and administration of the continuing executive compensation
program:
●
Compensation
should be transparent so that both the Company shareholders and
executives understand the executive compensation
program.
●
Compensation
programs should correspond with the Company’s financial
interest as well as the interests of shareholders.
●
Compensation
should be flexible and rational in cyclical or volatile commodity
markets.
●
Compensation
should account for the inherent risks in certain geographical
environments.
●
Compensation
should be responsive to retaining qualified, high caliber
executives and management.
Executive
Management receives only a base salary and health insurance. The
Company does not have annual performance-based salary plans, or
long-term performance-based cash incentives, deferred compensation,
retirement benefits or disability benefits. Russell Lawrence, and
the Executive Director of Latin America, are Board members and
receive compensation in the form of restricted Company common stock
for serving on the Board.
The
Committee made no changes in Executive Management base salaries in
2020, and salaries have remained static from the 2016 levels,
except for a decrease in the salary for the CFO. The remainder of
executive salaries remain unchanged since 2016. The Committee
intends to review salaries again in 2021.
- 14 -
The
Board of Directors rescinded the historical annual permitted grant
of 26,000 shares of restricted common stock to the directors as of
May 13, 2012. The directors’ new compensation was limited in
the future not to exceed a value of $25,000 unless circumstances
otherwise permit a different award. The Company does not have
percentile projections, incentives or goals of compensation for any
executive officers or directors of the Company. The Board of
Directors intends to review Committee recommendations regarding any
changes in compensation for the 2021 calendar year.
Market Assessments
The
Committee reviews market compensation levels for the Board of
Directors and Executive compensation. At the present time the
continuing development of the Mexican program requires that changes
in base salary of the executives and compensation of directors will
be carefully determined and on a case-by-case basis
annually.
Personal Benefits for Executives
The
Company does not have:
●
Change in control agreements
●
Supplemental compensation policies
●
Employment contracts
●
Separation or Severance Agreements
●
Any other type of compensation arrangements
Board of Director Compensation Guidance
The
following compensation guidance will continue until changed by the
Board of Directors:
In
August of 2012 the Board of Directors changed the maximum award of
stock to the Directors to be not more than $25,000 per director in
value unless circumstances otherwise permitted a different amount.
All stock awards for John Lawrence and Russell Lawrence are
included in this compensation report as part of executive salary to
follow industry custom and to make the comparisons with the peer
group more consistent, even though the stock was not delivered at
that time.
Compensation of Independent Directors
The
following table sets forth information concerning the compensation
of the Company Directors for the fiscal year ended December 31,
2019. The table lists all compensation received by the independent
directors. The stock received by executives who were also
directors, John Lawrence and Russell Lawrence, was counted under
executive compensation.
|
Director Compensation for
2019
|
||||
|
|
Fees Earned or
Paid
|
Stock
Awards(2)
|
All other
Compensation
|
Total
($)
|
|
Gary Babbitt
(1)
|
$
18,000
|
$
25,000
|
0
|
$
43,000
|
|
|
|
|
|
|
|
Hartmut W.
Baitis
|
0
|
$
25,000
|
0
|
$
25,000
|
|
|
|
|
|
|
|
Jeffrey D.
Wright
|
0
|
$
25,000
|
0
|
$
25,000
|
|
|
|
|
|
|
|
Whitney H.
Ferer
|
0
|
$
25,000
|
0
|
$
25,000
|
|
|
|
|
|
|
|
Craig W.
Thomas
|
0
|
$
25,000
|
0
|
$
25,000
|
1.
During 2019, Gary
Babbitt served as Chairman of the Audit, Compensation, and
Corporate Governance and Nomination Committees
.
He also served in 2019 on the
Executive Committee and was a board member and Secretary of USAMSA,
the Company’s wholly owned Mexican subsidiary. Mr. Babbitt
resigned from the Board in March 2019 due to health reasons. During
2019, Hartmut W. Baitis was a member of the Audit, Compensation,
and Corporate Governance and Nomination Committees. During 2019,
Whitney H. Ferer was a member of the Audit, Compensation, and
Corporate Governance and Nomination Committees. During 2019,
Jeffrey Wright was a member of the Audit and Compensation
Committees. During 2018, Craig Thomas was a member of the Audit
Committee.
- 15 -
The
directors will receive $25,000 or equivalent value in restricted
Company common stock for 2019 and succeeding years until changed or
circumstances otherwise permit a different award.
Committee Recommendations for the Company Officers in
2020
The
Company does not have an executive director compensation program.
The Company has a measured compensation approach consistent with
its growth. Accordingly, compensation will be reviewed
annually.
The
Officers’ compensation rates for 2019 were as
follows:
John C.
Lawrence, CEO - $141,000
John C.
Gustavsen, Exec. VP - $100,000
Russell
Lawrence, Exec Dir Latin America - $110,000
Matt
Keane, VP Marketing - $60,000
Dan
Parks, CFO - $55,000
Alicia
Hill - Treasurer and Controller - $50,000
The
Committee recommended that the Executive Pay for 2019 continue in
2020 for John Gustavsen, Executive VP and Interim Chief Executive
Officer, and Russell Lawrence, Executive Director. The Committee
recommended that Dan Parks, CFO, remain CFO for a period of not
less than two years from the date of the Annual Meeting for his
present compensation plus the issuance of 200,000 common shares of
USAC bearing a restrictive legend until the Compensation Committee
confers with management in 2021 for any changes or circumstances
that may require a change. The Committee recommends that the
Chairmanship fees for the Audit, Compensation and
Governance/Nomination Committees be accepted as set forth in this
report and that the Director’s stock fees shall remain
without change in 2019 and 2020 in the amount of $25,000 in USAC
common stock, restricted under Rule 144, for 2019 and 2020 or as
circumstances otherwise permit.
Compensation Committee Report
We, as
members of the Compensation Committee of the Board of Directors,
have reviewed the foregoing Compensation Discussion and Analysis.
Based upon our independent review and discussions with management,
we recommend that the Board of Directors accept this report and
that the Compensation Discussion and Analysis of 2019 be included
in the 2020 Proxy Statement for filing with the U.S. Securities and
Exchange Commission.
2019
COMPENSATION COMMITTEE OF
THE
BOARD OF DIRECTORS
Craig
W. Thomas, Chairman
Jeffrey
D. Wright
Blaise
Aguirre
___________________________
OTHER GOVERNANCE MATTERS
___________________________
Code of Business and Ethical Conduct
We have adopted a corporate Code of Business and Ethical Conduct
which was administered by our President/CEO, John C. Lawrence until
he passed away in June 2020. We believe our Code of Business and
Ethical Conduct is reasonably designed to deter wrongdoing and
promote honest and ethical conduct, to provide full, fair,
accurate, timely and understandable disclosure in public reports,
to comply with applicable laws, to ensure prompt internal reporting
of code violations, and to provide accountability for adherence to
the code. Our Code of Business and Ethical Conduct provides written
standards that are reasonably designed to deter wrongdoing and to
promote:
- 16 -
●
Honest
and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
●
Full,
fair, accurate, timely and understandable disclosure in reports and
documents that are filed with, or submitted to, the Commission and
in other public communications made by an issuer;
●
Compliance
with applicable governmental laws, rules and
regulations;
●
The
prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code;
and
●
Accountability
for adherence to the code.
Our Code of Business and Ethical Conduct is available on our web
site at
www.usantimony.com
.
A copy of the Code of Business and Ethical Conduct will be provided
to any person without charge upon written request to us at our
executive offices: United States Antimony Corporation, P.O. Box
643, Thompson Falls, Montana 59873. We intend to disclose any
waiver from a provision of our code of ethics that applies to any
of the following officers: our principal executive officer,
principal financial officer, principal accounting officer or
controller or persons performing similar functions that relates to
any element of our code of ethics on our website. No waivers were
granted from the requirements of our Code of Business and Ethical
Conduct during the year ended December 31, 2019, or during the
subsequent period from January 1, 2020 through the date of this
proxy statement.
Compensation Interlocks and Insider Participation
There were no compensation committee or board interlocks among the
members of our Board.
___________________________
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
___________________________
Described
below are transactions during the last two years to which we are a
party and in which any director, executive officer or beneficial
owner of five percent (5%) or more of any class of our voting
securities or relatives of our directors, executive officers or
five percent (5%) beneficial owners has a direct or indirect
material interest.
In
March 2016, the Company issued the Board members 550,000 shares of
the Company’s common stock at $0.25 per share for services
performed in 2015 with a value of $137,500.
In
December of 2016, the Company issued Daniel Parks, the
Company’s Chief Financial Officer, 200,000 shares of the
Company’s common stock valued at $54,000 to retain his
services for a two year period. As part of the agreement, Mr.
Parks’ hours worked and normal compensation was
reduced.
During
2016, the Company awarded, but did not issue, common stock with a
value at December 31, 2016, of $168,750 to its Board of Directors
as compensation for their services as directors. In connection with
the issuances, the Company recorded $168,750 in director
compensation expense. In March of 2017, at a price of $0.40 per
share, the directors were issued 421,875 shares for
2016.
On
December 31, 2017, the Company awarded shares of unregistered
common stock to be paid to its directors for services during 2017,
having a fair value of $175,000, based on the stock price at the
date declared. The stock has not been issued as of April 2,
2018.
The
Company’s former President and Chairman, John Lawrence,
rented equipment to the Company and charged the Company for lodging
and meals provided to consultants, customers and other parties by
an entity that Mr. Lawrence owned. The amount due to Mr. Lawrence
as of December 31, 2018 and 2017 was $93,567 and $22,668,
respectively. Expenses paid to Mr. Lawrence for the years ended
December 31, 2018 and 2017 were $9,634 and $13,603,
respectively.
- 17 -
___________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
___________________________
The
following table sets forth information regarding beneficial
ownership of our common stock as of November 27, 2020, by (i) each
person who is known by us to beneficially own more than 5% of our
Series B, C, and D preferred stock or common stock; (ii) each of
our executive officers and directors; and (iii) all of our
executive officers and directors as a group. Unless otherwise
stated, each person's address is c/o United States Antimony
Corporation, P.O. Box 643, 47 Cox Gulch, Thompson Falls, Montana
59873.
|
Title of Class
|
|
Name and Address of Beneficial Owner
(1)
|
Amount and Nature of Beneficial Ownership
|
Percent of Class
(1)
|
Percent of all Voting Stock
|
|
Common
Stock
|
|
Reed Family
Limited Partnership
328 Adams
Street
Milton, MA
02186
|
4,018,335
|
5.89%
|
5.80%
|
|
Common
Stock
|
|
The Dugan
Family
c/o A.W.
Dugan
1415 Louisana
Street, Suite 3100
Houston, TX
77002
|
6,362,927(3)
|
9.33%
|
9.19%
|
|
Series B
Preferred
|
|
Excel Mineral
Company
P.O. Box
3800
Santa Barbara,
CA 93130
|
750,000(5)
|
100.00%
|
N/A
|
|
Series C
Preferred
|
|
Richard A.
Woods
59 Penn Circle
West
Penn Plaza
Apts.
Pittsburgh, PA
15206
|
48,305(4)
|
27.10%
|
*
|
|
Series C
Preferred
|
|
Dr. Warren A.
Evans
69 Ponfret
Landing Road
Brooklyn, CT
06234
|
32,203(4)
|
18.10%
|
*
|
|
Series C
Preferred
|
|
Edward
Robinson
1007 Spruce
Street, 1st floor
Philadelphia,
PA 19107
|
32,203(4)
|
18.10%
|
*
|
|
Series C
Preferred
|
|
All Series C
Preferred Shareholders as a Group
|
177,904(4)
|
100.00%
|
*
|
|
|
|
John C.
Lawrence
|
4,498,181(2)
|
62.07%
|
6.52%
|
|
|
|
Russell
Lawrence
|
353,179
|
4.92%
|
*
|
|
|
|
Hart
Baitis
|
339,254
|
4.72%
|
*
|
|
|
|
Gary
Babbitt
|
377,060
|
5.25%
|
*
|
|
Common
Stock
|
|
Whitney
Ferer
|
268,074
|
3.75%
|
*
|
|
|
|
Jeffrey
Wright
|
235,804
|
3.30%
|
*
|
|
|
|
Mathew
Keane
|
10,300
|
0.14%
|
*
|
|
|
|
Daniel
Parks
|
464,500
|
6.45%
|
*
|
|
|
|
Craig
Thomas
|
555,367
|
9.40%
|
*
|
|
Common
Stock
|
|
All Directors
and Executive Officers as a Group
|
7,052,719
|
100.00%
|
10.45%
|
|
|
|
John C.
Lawrence
|
1,590,672(4)
|
90.80%
|
2.33%
|
|
Series D
Preferred
|
|
Leo
Jackson
|
102,000
|
5.80%
|
*
|
|
|
|
Gary
Babbitt
|
58,333
|
3.40%
|
*
|
|
Series D
Preferred
|
|
All Series D
Preferred Shareholders as a Group
|
1,751,005(4)
|
100.00%
|
2.52%
|
|
|
|
All Directors
and Executive Officers as a Group
|
7,052,719(2)
|
78.38%
|
9.16%
|
|
Common Stock
and Preferred Stock w/ voting rights
|
|
|
-
|
-
|
-
|
|
|
|
All preferred
Shareholders that are officers or directors
|
1,751,005(4)
|
21.62%
|
2.52%
|
|
Common and
Preferred Voting Stock
|
|
All Directors
and Executive Officers as a Group
|
8,803,254
|
100.00%
|
12.86%
|
(1)
Beneficial Ownership is determined
in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with
respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or
convertible within 60 days of April 1, 2019, are deemed outstanding
for computing the percentage of the person holding options or
warrants but are not deemed outstanding for computing the
percentage of any other person. Percentages are based on a total of
67,427,171
shares of common stock, 750,000
shares of Series B Preferred Stock, 177,904 shares of Series C
Preferred Stock, and 1,751,005 shares of Series D Preferred Stock
outstanding on April 1, 2019. Total voting stock of 70,356,080
shares is a total of all the common stock issued, and all of the
Series C and Series D Preferred Stock outstanding at April 1,
2019.
(2)
Includes 4,031,107 shares of common
stock and 250,000 stock purchase warrants.
(3)
Includes shares owned by the estate
of Al W. Dugan and shares owned by companies owned and controlled
by the estate of Al W. Dugan. Excludes 183,333 shares owned by
Lydia Dugan as to which the estate of Mr. Dugan disclaims
beneficial ownership.
(4)
The
outstanding Series C and Series D preferred shares carry voting
rights equal to the same number of shares of common
stock.
(5)
The
outstanding Series B preferred shares carry voting rights only if
the Company is in default in the payment of declared dividends. The
Board of Directors has not declared any dividends as due and
payable for the Series B preferred stock.
- 18 -
___________________________
PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT
AUDITOR
___________________________
What am I voting on?
The
Board of Directors and the Audit Committee have selected DeCoria,
Maichel & Teague P.S. as our independent auditor for the years
ending December 31, 2019 and 2020 and that selection is being
submitted to shareholders for ratification. Although ratification
is not required by our bylaws or otherwise, the Board is submitting
the selection of DeCoria, Maichel & Teague P.S. to our
shareholder for ratification as a matter of good corporate
practice. If the selection is not ratified, the Board will consider
whether it is appropriate to select another registered public
accounting firm. Even if the selection is ratified, the Board in
its discretion may select a different registered public accounting
firm at any time during the year if it determines that such a
change would be in the best interests of USAC and our shareholders.
DeCoria, Maichel & Teague P.S. served as our independent
auditor for the year ended December 31, 2019.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that you vote
“FOR” the ratification of the appointment of DeCoria,
Maichel & Teague P.S. as our independent auditor for 2019 and
2020
Accountant Fees and Services
The
following table sets forth the aggregate fees billed to the Company
by DeCoria, Maichel & Teague P.S. for professional services
rendered for the fiscal years ended December 31, 2019 and
2018.
|
|
2019
|
2018
|
|
Audit
Fees
|
$
135,830
|
$
116,716
|
|
Tax
Fees
|
$
4,498
|
$
12,465
|
|
Other
Fees
|
--
|
--
|
|
Totals
|
$
135,328
|
$
117,981
|
Audit Fees
Audit
fees consist of fees billed for professional services rendered for
the audit of our financial statements and review of interim
consolidated financial statements included in quarterly reports and
services that are normally provided by the principal accountants in
connection with statutory and regulatory filings or
engagements.
Tax Fees
Tax
fees consist of fees billed for professional services for tax
compliance, tax advice and tax planning.
Audit-Related Fees
There
were no other fees billed by DeCoria, Maichel & Teague P.S.
during the last two fiscal years for assurance and related services
that were reasonably related to the performance of the audit or
review of the Company's financial statements and not reported under
"Audit Fees" above.
The
Audit Committee of the Board of Directors determined that all of
the services performed by DeCoria, Maichel & Teague P.S. in
fiscal year 2019 were not incompatible with DeCoria, Maichel &
Teague P.S. maintaining its independence.
- 19 -
___________________________
PROPOSAL 3 – ADOPTION OF SECOND AMENDED AND RESTATED ARTICLES
OF INCORPORATION
___________________________
What am I voting on?
Shareholders
of the Company are asked to approve and vote FOR the adoption of
the Restated Articles to, among other things, increase the
authorized shares of the Company’s Common Stock. The
following description is qualified in its entirety by reference to
the text of the Restated Articles, which are attached
hereto.
As of
the date of this Proxy Statement, the total authorized Capital
Stock of the Company includes a total of (i) 90,000,000 shares of
Common Stock, of which
75,949,757 and
69,661,436
are issued and outstanding, respectively and (ii)
10,000,000 shares of Preferred Stock, of which: (a) 4,500 shares
are designated as Series A Preferred Stock, of which 0 shares are
issued and outstanding (b) 750,000 shares are designated as Series
B Preferred Stock, of which 750,000 shares are issued and
outstanding, (c) 177,904 shares are designed as Series C Preferred
Stock, of which 177,904 are issued and outstanding, and (d)
2,500,00 shares are designed as Series D Preferred Stock, of which
1,751,005 are issued and outstanding.
On
October 8, 2020, the Board of Directors unanimously voted to
increase the number of authorized shares of Common Stock from
90,000,000 to 150,000,000 (the “Proposed Common Stock
Increase”). The Board of Directors believes that it is in the
best interest of the Company to consider the issuance of Company
securities in order to fund its existing obligations and to
continue to operate its business, and the Proposed Common Stock
Increase will provide the Company with the flexibility to issue
additional shares of Common Stock if the Board of Directors
determines it is in the best interests of the Company to do
so.
If
approved by the shareholders, we intend to file the Restated
Articles with the Secretary of State of the State of Montana
promptly following the Meeting.
___________________________
SHAREHOLDER PROPOSALS
___________________________
Proposals
of shareholders intended to be presented at our annual meeting to
be held in 2021 must be received by us no later than
November
1, 2021
to be considered for inclusion in the proxy
materials and form of proxy relating to that meeting. Any such
proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act.
BY
ORDER OF THE BOARD OF DIRECTORS
John
Gustavsen,
Interim
Chief Executive Officer
Thompson
Falls, Montana
December
11, 2020
- 20
-
SECOND RESTATED ARTICLES OF INCORPORATION
OF
UNITED STATES ANTIMONY CORPORATION
Pursuant to the
applicable sections of the Montana Business Corporation Act, the
undersigned amends and restates in their entirety the Restated
Articles of Incorporation of United States Antimony
Corporation initially filed on January 14, 1970, and as thereafter
amended on March 28, 1984, January 13, 1986, November 3, 2000,
December 19, 2003, September 24, 2008 and December 27,
2011:
FIRST:
The name of the Corporation is:
UNITED
STATES ANTIMONY CORPORATION (the “
Corporation
”)
SECOND:
The period of its duration is perpetual.
THIRD:
The purposes for which the Corporation is organized are to acquire,
own, operate, manage and dispose of interests in property, both
real and personal, including but not limited to mineral interests,
within the United States and abroad, and to engage in all other
business not forbidden by law.
FOURTH:
1.
Common
Stock
. The aggregate number of shares of Common Stock which
the Corporation shall have authority to issue is one hundred fifty
million (150,000,000) shares and each of such shares shall have a
par value of $.01.
2.
Preferred
Stock
. The Corporation shall have the authority to issue ten
million (10,000,000) shares of preferred stock of $.01 par value
per share. Such shares may, at the discretion of the board of
directors of the Corporation (the “
Board
”), be
divided into and issued in series. Such shares shall be
non-assessable, without pre-emptive rights or subject to call
payments other than the subscription price, and such shares may be
issued for cash, services or property. The Board is expressly
vested with the authority to determine and establish variations
between the different series of preferred shares with respect to:
the rate of dividend; the price, terms and conditions on which such
shares may be redeemed; the amount payable upon shares in the event
of involuntary liquidation; sinking fund provisions for the
redemption or repurchase of such shares; the terms and conditions
upon which shares may be converted into authorized but unissued
shares of Common Stock or into preferred shares of a different
series and whether or not each class of such shares shall have any
voting rights. In establishing each series of preferred shares, the
Board shall comply with the requirements of the Montana Business
Corporation Act.
2A. Pursuant
to the authority conferred by this Article Fourth, the
Corporation is authorized to issue 4,500 shares of its
Series A Preferred Stock, which shall have the following
designations, powers, preferences and relative rights:
2A.1
Redemption
. The
Series A Preferred Stock is nonconvertible and is redeemable
on sixty (60) days’ notice beginning three years after the
date of issuance at a redemption price equal to $10.00 per share
plus accumulated dividends.
2A.2
Dividends
. Each
share of Series A Preferred Stock is entitled to receive, in
preference to the holders of Common Stock, cumulative dividends at
the annual rate of $1.00 per share payable semi-annually in arrears
when and if declared by the Board.
2A.3
Liquidation
.
In
the event of any
liquidation or winding up of the Corporation, the holders of
Series A Preferred Stock shall be entitled to receive $10.00
per share plus accumulated dividends in preference to the holders
of Common Stock.
2A.4
Vote
. Each share of
Series A Preferred Stock is entitled to one vote.
2B. Pursuant
to the authority conferred by this Article Fourth, the Corporation
shall have the authority to issue 750,000 shares of its
Series B Preferred Stock, which shall have the following
designations, powers, preferences and relative rights:
2B.1
Dividends and Distribution
of Assets
. The Series B Preferred Stock, in preference
to the Common Stock but subject to the preference of the holders of
the Series A Preferred Stock, is entitled to receive out of
the net profits of the Corporation, when and if declared by the
Board, cumulative dividends at the annual rate of $.01 per share,
payable on the 31st day of December.
In
the event of the liquidation of the
Corporation, the holders of the Series B Preferred Stock shall
be entitled to receive, subject to the preference of the holders of
the Series A Preferred Stock, $1.00 per share plus all
accumulated dividends before any amounts shall be distributed among
the holders of the Common Stock.
2B.2
Voting Rights
.
Except as may otherwise be required by the provisions of the
Montana Business Corporation Act, no holder of any shares of the
Series B Preferred Stock shall, as such, be entitled to notice of
or to vote at any meeting of stockholders of the Corporation;
provided, however, that if and when dividends payable on any of the
Series B Preferred Stock shall be in default, and thereafter
until all dividends on any of the Series B Preferred Stock in
default shall have been paid, the holders of the then outstanding
shares of Series B Preferred Stock, voting as a class, shall
be entitled to vote until all default in the payment of such
dividends shall have been completely cured.
1
2B.3
Anti-Dilution
Provision
. The Corporation will not dilute the assets of the
Corporation by issuing any additional Series B Preferred Stock
or any stock senior to these shares during the time this stock is
outstanding. Upon reacquisition by the Corporation, shares of
Series B Preferred Stock may not be reissued.
2B.4
Conversion
Privilege
. At any time before December 31, 1995, the
Series B Preferred Stock may be converted, at the option of
the holder, into shares of fully paid and nonassessable Common
Stock with one (1) share of Common Stock being issued for one (1)
share of Series B Preferred Stock. Shares of Series B
Preferred Stock shall be deemed to be converted at the close of
business on the date of the surrender to the Corporation of the
properly endorsed certificate or certificates representing the
shares. The rights of the holders of the Series B Preferred
Stock surrendered shall cease at that time and the person or
persons in whose name or names the certificate or certificates for
the Common Stock are to be issued shall be treated for all purposes
as having become record owners of the Common Stock of the
Corporation at that time. However, if certificates are surrendered
on a day on which the stock transfer books of the Corporation are
closed, the surrender shall be deemed to have occurred on the next
succeeding day on which the stock transfer books are
open.
2B.5
Reservation of
Common
. The Corporation shall at all times reserve and keep
available solely for the purpose of issuing upon conversion of
Series B Preferred Stock the number of shares of Common Stock
issuable upon conversion of all outstanding Series B Preferred
Stock.
2C.
Pursuant to the authority conferred by this
Article Fourth, the Corporation shall have the right to issue
177,904 shares of its Series C Preferred Stock, which shall
have the following designations, powers, preferences and relative
rights:
2C.1
Optional
Conversion
. A holder of Series C Preferred Stock shall
have the right to convert the Series C Preferred Stock, at the
option of the holder, at any time within 18 months following
issuance, into shares of Common Stock at the ratio of 1:1, subject
to adjustment as provided below. Following conversion, shares of
Series C Preferred Stock may not be reissued.
·
2C.2
Voting Rights
. The
holders of Series C Preferred Stock shall have the right to
that number of votes equal to the number of shares of Common Stock
issuable upon conversion of such Series C Preferred
Stock.
2
2C.3
Liquidation
Preference
. In the event of any liquidation or winding up of
the Corporation, the holders of Series C Preferred Stock shall
be entitled to receive in preference to the holders of Common Stock
an amount per share equal to $0.55, subject to the preferences of
the holders of the Corporation’s outstanding Series A
and Series B Preferred Stock.
2C.4
Registration
Rights
. Twenty percent (20%) of the underlying Common Stock
issuable upon conversion of the Series C Preferred Stock shall
be entitled to ‘‘piggyback” registration rights
when, and if, the Corporation files a registration statement for
its securities or the securities of any other
stockholder.
2C.5
Redemption
. The
Series C Preferred Stock is not redeemable by the
Corporation.
2C.6
Antidilution
Provisions
. The conversion price of the Series C
Preferred Stock shall be subject to adjustments to prevent dilution
in the event that the Corporation issues additional Common Stock at
a purchase price less than the applicable conversion price (other
than shares issued to employees, consultants and directors pursuant
to plans and arrangements approved by the Board and securities
issued to lending or leasing institutions approved by the Board).
In such event, the conversion price shall be adjusted according to
a weighted-average formula, provided that a holder of Series C
Preferred Stock purchases his pro rata share of the securities
being sold in the dilutive financing. The initial conversion price
for the Series C Preferred Stock shall be $0.55.
2C.7
Protective
Provisions
. The consent of a majority in interest of the
holders of Series C Preferred Stock shall be required for any
action which (i) alters or changes the rights, preferences or
privileges of the Series C Preferred Stock materially and
adversely; or (ii) creates any new class of shares having
preference over or being on a parity with the Series C
Preferred Stock.
2C.8
Reservation of
Common
. The Corporation shall at all times reserve and keep
available solely for the purpose of issuing upon conversion of
Series C Preferred Stock the number of shares of Common Stock
issuable upon conversion of all outstanding Series C Preferred
Stock.
2D.
Pursuant to the authority conferred by this Article Fourth, the
Corporation shall have the right to issue 2,500,000 shares of its
Series D Preferred Stock, which shall have the following
designations, powers, preferences and relative rights:
3
2D.1
Optional
Conversion
. A holder of Series D Preferred Stock shall have
the right, subject, however, to availability of authorized but
unissued and unrestricted shares of Common Stock, to convert the
shares of Series D Preferred Stock, at the option of the holder and
without payment of additional consideration, at any time following
issuance, into such number of fully paid and nonassessable shares
of Common Stock as determined by dividing $0.20 by the Conversion
Price in effect at the time of the conversion. Initially, the price
at which shares of Common Stock shall be deliverable upon
conversion of the Series D Preferred Stock (the “
Conversion
Price
”) shall be $0.20 per share of Common Stock. The
Conversion Price Shall be adjusted from time to time as provided in
Article 2D.7. Following conversion, shares of Series D Preferred
Stock may not be reissued.
2D.2
Voting
Rights
. Except as otherwise provided herein or as required
by law, the Series D Preferred Stock shall be voted equally with
the shares of the Common Stock of the Corporation and not as a
separate class, at any annual or special meeting of stockholders of
the Corporation, and may act by written consent in the same manner
as the Common Stock, in either case upon the following basis: each
holder of shares of Series D Preferred Stock shall be entitled to
such number of votes as shall be equal to the whole number of
shares of Common Stock into which such holder’s aggregate
number of shares of Series D Preferred Stock are convertible
immediately after the close of business on the record date fixed
for such meeting or the effective date of such written
consent.
2D.3
Liquidation
Preference
.
(a) In
the event of (i) any merger, sale, liquidation, or winding up of
the Corporation, or (ii) any sale of all or substantially all of
the assets of the Corporation (including subsidiaries, joint
ventures, or partnerships), or (iii) any other corporate change as
defined in Article 2D.3(c) below, whether voluntary or involuntary,
the holders of Series D Preferred Stock shall be entitled to be
paid out of the assets of the Corporation in preference to the
holders of Common Stock but after payment and satisfaction of the
liquidation preferences of the holders of the Corporation’s
outstanding Series A, Series B and Series C Preferred Stock, an
amount per share (as adjusted for any stock dividends,
combinations, splits, recapitalizations, and the like) equal to the
greater of $2.50 or the equivalent market value of the number of
shares of Common Stock into which each share of Series D Preferred
Stock is convertible.
(b) After
the payment of the full liquidation preference of the Series D
Preferred Stock, as set forth in Article 2D.3(a) above, the holders
of Series D Preferred Stock shall be entitled to be paid out of the
assets of the Corporation in preference to the holders of Common
Stock but after payment and satisfaction of the dividend
preferences of the holders of the Corporation’s outstanding
Series A, Series B and Series C Preferred Stock, all declared and
unpaid dividends on such shares of Series D Preferred Stock (as
adjusted for any stock dividends, combinations, splits,
recapitalizations, and the like) for each share of Series D
Preferred Stock held by them.
4
(c) The
following events shall be considered a liquidation, dissolution, or
winding up of the Corporation under this Article 2D.3:
(i) any
consolidation or merger of the Corporation with or into any other
corporation, entity or person, or any other corporate
reorganization, in which the stockholders of the Corporation
immediately prior to such consolidation, merger, or reorganization
own less than fifty percent (50%) of the Corporation’s voting
power immediately after such consolidation, merger, or
reorganization; or
(ii) any
transaction or series of related transactions in which in excess of
fifty percent (50%) of the Corporation’s voting power is
transferred; or
(iii) a
sale in a single transaction or a series of related transactions
after which, more than fifty percent (50%) of the outstanding
equity securities of the Corporation are held by one or more third
parties who were not shareholders of the Corporation immediately
prior to the commencement of such transaction or series of
transactions; or
(iv) a
sale, lease, transfer, or other disposition of all or substantially
all of the assets of the Corporation; or
(v) a
series of sales or related transactions after which all or
substantially all of the assets of the Corporation are
sold.
2D.4
Registration
Rights
.
(a) One
hundred percent (100%) of the underlying Common Stock issued to a
holder of Series D Preferred Stock upon conversion of the
holder’s Series D Preferred Stock prior to the effective date
of registration of Corporation’s Common Stock shall be
entitled participate in any registration or underwriting of the
Common Stock of the Corporation or any other stockholder (the
“
Piggyback
Right
”), unless another provision of these Articles or
applicable law restricts, reduces or prohibits including the
holder’s Common Stock in the registration.
(b) If
the registration involves an underwriter, then (i) the Corporation
has the right to select the underwriter, (ii) all holders who
participate in the registration shall enter into an underwriting
agreement, (iii) the underwriter has the right to limit the number
of shares of Common Stock to be sold or distributed (the
“
Cutback
Right
”), with the limitation first applying to holders
of Common Stock in proportion to the holder’s Common Stock
participating in the registration, and then applying to the
Corporation’s Common Stock, (iv) the holder reserves the
right to withdraw from any registration, and (v) the holder shall
enter into a standstill agreement and comply with any request of
the Corporation or underwriter to not directly or indirectly sell,
offer to sell, contract to sell, grant options to purchase, or
otherwise transfer the holder’s Common Stock or other
securities in the Corporation for a period not to exceed 180
days.
(c) All
expenses (excluding underwriters’ discounts and commissions)
incurred in connection with any registration shall be paid by the
Corporation. The Corporation shall register the Common Stock in
compliance with federal securities laws and use its best efforts to
register the Common Stock in compliance with any state securities
laws, and shall provide holders with copies of all registration
documents, amendments and supplements.
5
2D.5
Dividends
.
The holders of the outstanding Series D Preferred Stock shall be
paid annually in arrears out of funds legally available therefore a
dividend of $.0235 per share (as adjusted for any stock splits,
stock dividends, recapitalizations or the like) per annum,
pro-rated from the date of issuance, whether or not declared by the
Board, in preference to any dividend payable to the holders of
Common Stock, but after payment and satisfaction of the dividend
preferences of the Corporation’s outstanding Series A, Series
B and Series C Preferred Stock. The dividends on the outstanding
Series D Preferred Stock are cumulative if not paid, and shall not
accrue interest.
2D.6
Redemption
. The
Series D Preferred Stock are not redeemable by the Corporation
unless the Corporation and an individual holder of Series D
Preferred Stock mutually consent to the redemption.
2D.7
Antidilution
Provisions
.
(a) The
Conversion Price set forth in Article 2D.1 shall be adjusted if (i)
the Corporation issues or is deemed to issue Additional Shares of
Common Stock at a price less than $0.20 per share of Common Stock
and (ii) the holder of the Series D Preferred Stock participates to
the full extent of the holder’s pro rata share in the
financing in which there is an issuance of Additional Shares of
Common Stock. The phrase “
Additional Shares of Common
Stock
” means all shares of Common Stock issued or
deemed to be issued by the Corporation after December 31, 2002,
including but not limited to (i) shares of Common Stock issuable,
upon the exercise of rights, options or warrants to subscribe for,
purchase or otherwise acquire shares of Common Stock, to subscribe
for, purchase or otherwise acquire shares of Common Stock, (ii)
shares of Common Stock issuable upon the conversion or exchange of
the Corporation’s indebtedness, securities or otherwise,
(iii) shares of Common Stock issued pursuant to a stock dividend,
subdivision, reclassification or otherwise, (iv) shares of
securities other than Common Stock issuable to holders of shares of
Common Stock, and (v) shares of securities other than Common Stock
issuable as a result of any reclassification, exchange or
substitution of the shares of Common Stock. The phrase
“
Additional Shares of Common
Stock
” does not mean shares of Common Stock issued or
deemed to be issued (i) to employees, consultants and directors
pursuant to plans and arrangements approved by the Board before or
after December 31, 2002; (ii) to lending or leasing institutions
pursuant to agreements approved by the Board after December 31,
2002, and (iii) upon the exercise of warrants outstanding on
December 31, 2002.
6
(b) If
the Corporation shall issue Additional Shares of Common Stock
without consideration or for consideration of less than $0.20 per
share of Common Stock, then the Conversion Price in effect
immediately prior to the issuance shall be proportionately reduced
concurrently with such issuance, to a price (calculated to the
nearest cent) determined by multiplying the Conversion Price in
effect immediately prior to such issuance by a fraction, (i) the
numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance (including shares of
Common Stock deemed to be issued pursuant to Article 2D.7(a) other
than the Additional Shares of Common Stock for which the adjustment
is being made) plus the number of shares of Common Stock which the
aggregate consideration received by the Corporation for the total
number of Additional Shares of Common Stock so issued would
purchase at the Conversion Price in effect immediately prior to
such issuance; and (ii) the denominator of which shall be the
number of shares of Common Stock outstanding immediately prior to
such issuance (including shares of Common Stock deemed to be issued
pursuant to Article 2D.7(a) other than the Additional Shares of
Common Stock for which the adjustment is being made) plus the
number of such Additional Shares of Common Stock so issued. For the
purpose of the above calculation, the number of shares of Common
Stock outstanding immediately prior to such issuance shall be
calculated on a fully diluted basis.
(c) If
the outstanding shares of Common Stock are combined or
consolidated, by reclassification or otherwise, into a lesser
number of shares of Common Stock, the Conversion Price in effect
immediately prior to the combination or consolidation shall be
proportionately increased.
(d) Failure
of a holder of Series D Preferred Stock to participate to the full
extent of the holder’s pro rata share in a financing in which
there is an issuance of Additional Shares of Common Stock
constitutes a waiver of the right to adjust the Conversion Price
pursuant to this Article 2D.7 with respect to any specific share or
shares of Series D Preferred Stock, either prospectively or
retroactively and either generally or in a particular instance. The
waiver pursuant to this Article 2D.7(d) shall bind all future
holders of the specific shares of Series D Preferred Stock for
which the right to adjust the Conversion Price has been waived. As
a result of this waiver, different shares of Series D Preferred
Stock may have different Conversion Prices, and the Corporation
shall record on the stock ledger the Conversion Price for each
share of Series D Preferred Stock. If different shares of Series D
Preferred Stock have more than one Conversion Price as a result of
the waiver of the adjustment of the Conversion Price under this
Article 2D.7, the Conversion Price for triggering any future
adjustment of the Conversion Price of shares of Series D Preferred
Stock for which the Conversion Price adjustment was not waived
shall be the lowest Conversion Price in effect for the Series D
Preferred Stock.
7
2D.8
Protective
Provisions
. The consent of a majority in interest of the
holders of Series D Preferred Stock shall be required for any
action which (i) alters or changes the rights, preferences or
privileges of the Series D Preferred Stock materially and
adversely; or (ii) creates any new class of shares having
preference over or being on a parity with the Series D Preferred
Stock.
2D.9
Reservation of
Common
. The Corporation shall not be obligated to reserve,
or to use its best efforts to obtain shareholder approval of an
amendment to its Articles of Incorporation to authorize, additional
Common Stock sufficient to enable the Corporation to issue the
number of shares of Common Stock otherwise issuable upon conversion
of all outstanding Series D Preferred Stock.
FIFTH: Provisions
for the regulation of the internal affairs of the Corporation
are:
(a)
The Corporation
shall have the right to purchase, take, receive or otherwise
acquire, hold, own, pledge, transfer or otherwise dispose of its
own shares, but purchases of its own shares, whether direct or
indirect, shall be made only to the extent of unreserved and
unrestricted earned surplus available therefor and to the extent of
unreserved and unrestricted .capital surplus available
therefor.
(b)
The Corporation may
issue bonds, debentures or other obligations convertible-into
shares of any class, in the amounts and on such terms and
conditions as may be provided by resolutions of the
Board.
(c)
Dividends of the
Corporation may be declared and paid in cash out of the depletion
reserves of the Corporation, but each such dividend shall be
identified as a distribution of such reserves, and the amount per
share paid for such reserves shall be disclosed to the shareholders
receiving the same, such payment of dividends to be performed
according to the provisions of § 35-14-640 of the Montana
Business Corporation Act.
(d)
The Board may, from
time to time, distribute to its shareholders out of any capital
surplus of the Corporation a portion of its assets, in cash or
property.
8
SIXTH:
The address of the current registered office of the Corporation is
49 Steamboat Way, Thompson Falls, Montana 59873; and the name of
its current registered agent at such address is John
Gustavsen.
SEVENTH:
The authorized number of directors of the Corporation may range
between three (3) and seven (7); and the number of directors may be
fixed or changed from time to time, within the minimum and maximum,
by the Board or the shareholders.
EIGHTH:
The name and address of each incorporator is:
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Name
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Address
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Margaret Ann
Sutton
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192 Le Banke, Salt
Lake City, Utah
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Alexis
Turner
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1782 Downington
Ave., Salt Lake City, Utah
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Pauline
Moss
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24301½
Lambourne, Salt Lake City, Utah
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These
Second Restated Articles of Incorporation are dated December ___,
2020.
Russell
C. Lawrence, President
9
CERTIFICATE
The
undersigned, President of United States Antimony Corporation,
hereby certifies that the foregoing Second Restated
Articles of Incorporation of United States Antimony
Corporation:
(i)
restate in their
entirety the Restated Articles of Incorporation of United
States Antimony Corporation initially filed on January 14, 1970,
and as thereafter amended on March 28, 1984, January 13, 1986,
November 3, 2000, December 19, 2003, September 24, 2008, and
December 27, 2011;
(ii)
have been duly
authorized and adopted by the Board pursuant to §
35-14-1003
of the Montana Business Corporation Act; and
(iii)
have been duly
approved by the shareholders in the manner required by
§
35-14-1003
of the Montana Business Corporation Act and by the articles of
incorporation.
Russell
C. Lawrence, President
10
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UNITED STATES ANTIMONY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS – THURSDAY, DECEMBER 31, 2020
AT 10:00 AM MOUNTAIN TIME
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CONTROL ID:
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REQUEST ID:
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The undersigned hereby appoints John Gustavsen with full powers of
substitution to act as attorney and proxy for the undersigned, to
vote all shares of common stock of United States Antimony
Corporation (“USAC”) which the undersigned is entitled
to vote at the annual meeting of shareholders, to be held via
teleconference on December 31, 2020, at 10:00 a.m., mountain time,
and at any and all adjournments thereof, as indicated.
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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VOTING INSTRUCTIONS
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If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
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MAIL:
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Please mark, sign, date, and return this Proxy Card promptly using
the enclosed envelope.
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FAX:
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Complete the reverse portion of this Proxy Card and Fax to
202-521-3464.
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INTERNET:
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https://www.iproxydirect.com/UAMY
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PHONE:
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1-866-752-VOTE(8683)
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ANNUAL MEETING OF THE STOCKHOLDERS OF
UNITED STATES ANTIMONY CORPORATION
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE:
☒
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PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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Proposal 1
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FOR
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WITHHOLD
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The election of directors of the nominees listed
below:
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Harmut
W. Baitis
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☐
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☐
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Russel
C. Lawrence
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☐
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☐
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CONTROL ID:
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Jeffrey
D. Wright
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☐
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☐
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REQUEST ID:
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Craig
W. Thomas
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☐
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☐
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Blaise
Aguirre
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☐
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Note:
shareholders have the discretionary authority to cumulate votes
unless a different distribution of votes is indicated by marking
after the nominee’s name.
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Proposal 2
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FOR
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AGAINST
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ABSTAIN
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The ratification of the selection of DeCoria, Maichel & Teague,
P.S. as the independent auditor for the years ending December 31,
2019 and 2020.
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☐
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☐
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Proposal 3
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FOR
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AGAINST
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ABSTAIN
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The adoption of the Second Amended and Restated Articles of
Incorporation of the Company.
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MARK “X” HERE IF YOU PLAN
TO ATTEND THE MEETING:
☐
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If any other business is presented at the annual meeting, the
proxies will vote your shares in accordance with the
directors’ recommendations. At the present time,
the Board of Directors knows of no other business to be presented
at the annual meeting. This proxy card also confers
discretionary authority on the Board of Directors to vote with
respect to the election of any person as director where the
nominees are unable to serve or for good cause will not serve and
on matters incident to the conduct of the annual
meeting.
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MARK HERE FOR ADDRESS CHANGE
☐
New Address (if applicable):
____________________________________________________________________________________
IMPORTANT:
Please sign exactly
as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name
by authorized person.
Dated: ________________________, 2020
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(Print Name of Stockholder and/or Joint Tenant)
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(Signature of Stockholder)
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(Second Signature if held jointly)
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TABLE OF CONTENTS