UAMY offers 6 shares per 100 Larvotto; holds about 10% stake

Rhea-AI Filing Summary

United States Antimony Corporation (UAMY) filed an 8‑K announcing a non‑binding, indicative proposal to acquire Larvotto Resources Limited. On October 17, 2025, USAC submitted terms offering six (6) USAC shares for every one hundred (100) Larvotto shares. The company also disclosed it has recently acquired approximately 10% of Larvotto’s ordinary shares.

The proposal is subject to negotiation and execution of a binding scheme implementation deed, Larvotto shareholder approval, regulatory approvals, and customary closing conditions. USAC furnished a related press release under Regulation FD. The disclosure outlines the proposed share‑for‑share ratio and approvals required, indicating an early, non‑binding stage in a potential combination.

Insights

M&A analyst

Early-stage, non-binding share-for-share proposal with key approvals pending.

US Antimony proposes acquiring Larvotto Resources via a scheme on a share-for-share basis at a ratio of 6 USAC shares for 100 Larvotto shares. The company notes it has acquired approximately 10% of Larvotto’s ordinary shares, which may facilitate engagement but does not ensure transaction completion.

The filing emphasizes conditions: execution of a binding scheme deed, Larvotto shareholder approval, regulatory approvals, and standard closing conditions. These are material gating items that determine whether a definitive deal emerges.

Key items hinge on future milestones disclosed here: the October 17, 2025 non-binding offer and the requirement for a binding scheme document. Actual transaction terms and any resulting share issuance would depend on negotiations and approvals.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) October 17, 2025

UNITED STATES ANTIMONY CORPORATION

(Exact name of registrant as specified in its charter)

Texas		001-08675		81-0305822
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification Number)

4438 W. Lovers Lane, Unit 100, Dallas, TX		75209
(Address of principal executive officers)		(Zip Code)

Registrant’s telephone number, including area code: (406) 606-4117

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		UAMY		NYSE American
Common Stock, $0.01 par value		UAMY		NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure

On October 19, 2025, United States Antimony Corporation (the “Company” or “USAC”) issued a press release announcing that it has submitted a confidential, non-binding, indicative proposal to acquire Larvotto Resources Limited, an Australian public company (“Larvotto”). The press release is furnished as exhibit 7.01 and incorporated by reference herein.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.  This Item 7.01 of this Current Report on Form 8-K will not be deemed an admission as the materiality of any information in this Item 7.01 that is required to be disclosed solely by Regulation FD.

Item 8.01 Other Items

On October 17, 2025, the Company submitted a non-binding indicative offer to acquire Larvotto. Under the proposal, Larvotto shareholders would receive Six (6) USAC shares for every One Hundred (100) Larvotto shares. The Company has recently acquired approximately 10% of Larvotto’s ordinary shares on issue.

The terms of the proposed transaction are subject to the negotiation and execution of a binding scheme implementation deed, Larvotto shareholder approval, regulatory approvals and customary closing conditions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated October 19, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			UNITED STATES ANTIMONY CORPORATION
Dated:	October 20, 2025		By:	/s/ Richard R. Isaak
			Richard R. Isaak
			SVP, Chief Financial Officer

FAQ

What did UAMY announce in its Form 8-K?

UAMY disclosed a non-binding, indicative proposal to acquire Larvotto Resources Limited via a share-for-share structure.

What is the proposed exchange ratio for the UAMY–Larvotto deal?

The proposal offers six (6) USAC shares for every one hundred (100) Larvotto shares.

How much of Larvotto does UAMY currently hold?

UAMY has recently acquired approximately 10% of Larvotto’s ordinary shares.

Is the UAMY proposal binding at this stage?

No. It is a confidential, non-binding, indicative proposal subject to further steps.

What approvals are required for the proposed transaction?

A binding scheme implementation deed, Larvotto shareholder approval, regulatory approvals, and customary closing conditions are required.

When was the proposal submitted?

The company submitted the non-binding indicative offer on October 17, 2025.

Did UAMY issue a related press release?

Yes. A press release dated October 19, 2025 was furnished as Exhibit 99.1.