Warrant No. Series 2000-01Warrant to Purchase
300,000 Common Shares
STOCK PURCHASE WARRANT
(For the Purchase of Shares of a Par Value of $.01 Per Share)
UNITED STATES ANTIMONY CORPORATION
(Incorporated under the laws of the State of Montana)
Void After 9:00 AM on 25 January 2003
This is to certify that, for the value received, Al W. Dugan,1415
Louisiana, Suite 3100, Houston, Texas 77002 is entitled, subject to the terms
and conditions hereinafter set forth, to purchase the number of Unregistered
Common Shares as set forth above, with a par value of $.01 per share,
hereinafter called Unregistered Common Shares, of United States Antimony
Corporation, hereinafter called the Company, at an exercise price of $.25 per
share, and to receive a certificate or certificates for the Unregistered
Common Shares so purchased, upon presentation and surrender to the Company,
with the form of subscription duly executed, and accompanied by the payment of
the purchase price of each share purchased either in cash or by certified or
bank cashier's check payable to the order of the Company.
The Company covenants and agrees that all shares which may be delivered
upon the exercise of this Warrant will, upon delivery, be free from all taxes,
liens and charges, will be fully paid and non-assessable, and the Company
further covenants and agrees that it will from time-to-time take all such
action as may be requisite to assure that the par value per share of the
Common Shares is at all time equal to or less than the current Warrant
purchase price per share of the Unregistered Common Shares issuable pursuant
to this Warrant.
The purchase rights represented by this Warrant are exercisable at the
option of the registered owner hereof in whole at any time, or in part from
time-to-time, within the period above stated, provided, however, that such
purchase rights shall not be exercisable with respect to a fraction of a share
of Common Shares.
In case of the purchase of less than all shares purchasable under this
warrant, the Company shall cancel this Warrant upon the surrender hereof and
shall execute and deliver a new Warrant of like tenor and date for the balance
of the shares purchasable hereunder.
The Company agrees at all times to reserve and hold available a
sufficient number of Unregistered Common Shares to cover the number of shares
issuable upon the exercise of this and all other similar Warrants then
outstanding.
This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a shareholder of the Corporation, or any other rights
whatsoever, except the rights herein expressed and such as are set forth, and
no dividends shall be payable or accrue in respect of the Warrant or the
interest represented hereby or the shares purchasable hereunder until or
unless, and except to the extent that, this Warrant shall be exercised.
This warrant and the rights represented hereby may not be transferred
except by way of gift to family members and family entities, such as trusts or
foundations.
In any of the following events, occurring hereafter and until the
expiration of the Warrant by the passage of time or the full exercise hereof,
appropriate adjustments shall be made in the number of shares deliverable upon
the exercise of this Warrant or the price per share to be paid so as to
maintain the proportion of interest of each Warrant holder. If the Company at
any time prior to the expiration of the Warrants and prior to the exercise
thereof declares a dividend on the Common Stock of the Company, payable in
Common Stock or securities convertible into Common Stock, or divides,
consolidates or reclassifies the Common Stock, whether upon a recapitalization
or otherwise, or merges or consolidates with or into another Corporation
(unless the Company is the continuing Corporation and there is no
reclassification or change of outstanding shares of Common Stock) the number
of Common Shares issuable upon exercise of this Warrant shall thereafter
(until further adjusted), consist of the kind and amount of securities or
property which would have been issuable had the Warrants been exercised
immediately prior to the record date for the event in question. The Company
shall not affect any such merger or consolidation unless, at or prior to the
consumption thereof, the surviving Corporation shall assume by written
agreement the obligation to deliver these securities which, and accordance
with the foregoing, the Warrant holder is entitled to purchase. The above
provisions relative to dilution shall not apply to any issuance or sale by the
Company of any of its securities, or any securities convertible into Common
Stock, which issuance and sale was for valid consideration as determined by
the Board of Directors of the Company and the Company shall be free to offer
and sell during the term of this Warrant such of its securities as it may deem
advisable and appropriate.
Upon receipt by the Company of evidence satisfactory to it (in the
exercise of its reasonable discretion) of the ownership of and the loss,
theft, destruction or mutilation of this Warrant and (in the case of loss,
theft, or destruction) of indemnity satisfactory to it, and (in the case of
mutilation) upon surrendering this Warrant for cancellation, the Company will
execute and deliver, in lieu thereof, a new Warrant for like tenor.
The Warrants represented by this certificate and the shares underlying
issuable upon exercise hereof, have not been registered under the Securities
Act of 1933. The Warrants have been purchased for investment and not with a
view to distribution or resale, they may not be made subject to security
interest, pledged, hypothecated. The warrant may not be transferred except by
way of gift to family members and family entities, such as trusts or
foundations. Shares issuable upon exercise of this warrant will have been
purchased by the holder thereof for investment and not with a view to
distribution or resale, or otherwise transferred without an effective
registration statement pursuant to the Securities Act of 1933, or an opinion
of counsel acceptable to counsel for the Company that registration is not
required under such Act. Any shares issued upon the exercise of this Warrant
shall bear a restrictive legend in substantially the following form:
"No sale offer to sell or transfer of the shares represented
by this certificate shall be made unless a registration
statement under the Securities Act of 1933, as amends,
with respect to such shares is then in effect or an
exemption from the registration requirements of such Act
is then in fact applicable to such shares."
All notices and other communications from the Company to the holder of
this Warrant shall be mailed by first class mail, postage prepaid, to the
address furnished to the Company in writing by the holder of this Warrant.
Dated: 25 January 2000
UNITED STATES ANTIMONY CORPORATION
By
John C. Lawrence, President
ATTEST:
Lee Martin