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EX-99.1 - LETTER DATED FEBRUARY 18, 2021 - UNITED STATES ANTIMONY CORP | uamy_ex991.htm |
8-K - CURRENT REPORT - UNITED STATES ANTIMONY CORP | uamy_8k.htm |
Exhibit 99.2
United States Antimony Corporation Announces Receipt
of
Warning Letter from NYSE American
Thompson
Falls, Montana – February 18, 2021 – United States
Antimony Corporation (NYSE AMERICAN: UAMY), a growing,
vertically-integrated natural resource company that has production
and diversified operations in precious metals, zeolite and antimony
today announced that on February 18, 2021 it received a letter from
NYSE Regulation (“NYSE Regulation”, and such letter,
the “Letter”), which Letter serves as a Warning Letter
as provided under Section 1009(a)(i) of the NYSE American Company
Guide (the “Company Guide”). The basis for the Letter
is that the Company sold shares of its common stock in a manner
that violated Sections 301 and 713 of the Company Guide. Trading in
the Company’s common stock has been halted since before the
opening of trading on Wednesday, February 17, 2021, as NYSE
Regulation has assessed these rule violations.
The
violations relate to two non-underwritten transactions involving
the sale of an aggregate of 26,290,000 shares of common stock at a
discount to the market price at the time of each transaction, with
the first transaction, which closed on February 3, 2021, involving
the sale of 15,300,000 shares of common stock at a purchase price
of $0.70 per share, and with the second transaction, which closed
on February 16, 2021, involving the sale of 10,990,000 shares of
common stock at a purchase price of $1.30 per share. In light of
the very close proximity in time of the two transactions and the
fact that both transactions involved substantially the same group
of purchasers, NYSE Regulation determined that these issuances
should be aggregated for purposes of Section 713 of the Company
Guide. Together, the two transactions covered approximately 34.4%
of the common stock outstanding.
Section
301 of the Company Guide states that a listed company is not
permitted to issue, or to authorize its transfer agent or registrar
to issue or register, additional securities of a listed class until
it has filed an application for the listing of such additional
securities and received notification from the NYSE American that
the securities have been approved for listing. Section 713 of the
Company Guide requires shareholder approval when additional shares
to be issued in connection with a transaction involve the sale,
issuance, or potential issuance of common stock (or securities
convertible into common stock) equal to 20% or more of presently
outstanding stock for less than the greater of book or market value
of the stock.
As
stated in the Letter, the Company failed to submit a completed
listing application in advance of the February 16, 2021 transaction
to obtain advance approval as required by Section 301 of the
Company Guide and also did not obtain shareholder approval for the
aggregate issuance of 26,290,000 shares that exceeded 20% of the
common stock of the Company outstanding as required by Section 713
of the Company Guide. NYSE Regulation noted in the Letter
that, after it became aware that the Company had entered into a
purchase agreement in relation to the second transaction, NYSE
Regulation informed representatives of the Company that it would be
a violation of the applicable NYSE American rules for the Company
to close the second transaction without first obtaining shareholder
approval. Notwithstanding this clear guidance from NYSE Regulation,
the Company went ahead with closing the transaction without
notifying the Exchange.
The
Company has been advised by NYSE Regulation that the
Company’s common stock will resume trading on the NYSE
American following the issuance of this press release and the
filing of a Current Report on Form 8-K disclosing the receipt of
the Letter, which the Company anticipates will be prior to the open
of trading on Friday, February 19, 2021.
About United States Antimony Corporation
US
Antimony is a growing, vertically-integrated natural resource
company that has production and diversified operations in precious
metals, zeolite and antimony.
Safe Harbor / Forward-Looking Statements
This
Press Release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 that are based upon
current expectations or beliefs, as well as a number of assumptions
about future events, including matters related to the Company's
operations, pending contracts and future revenues, ability to
execute on its increased production and installation schedules for
planned capital expenditures and the size of forecasted deposits.
Although the Company believes that the expectations reflected in
the forward-looking statements and the assumptions upon which they
are based are reasonable, it can give no assurance that such
expectations and assumptions will prove to have been correct. The
reader is cautioned not to put undue reliance on these
forward-looking statements, as these statements are subject to
numerous factors and uncertainties. In addition, other factors that
could cause actual results to differ materially are discussed in
the Company's most recent filings, including Form 10-K with the
Securities and Exchange Commission.