●

the number and type of securities that we propose to sell;

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the public offering price;

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the names of any underwriters, agents or dealers through or to which the securities will be sold;

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any compensation of those underwriters, agents or dealers;

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any additional risk factors applicable to the securities or our business and operations; and

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any other material information about the offering and sale of the ~~securities, you should refer to~~securities.

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the title and stated value;

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the number of shares we are offering;

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the liquidation preference per share;

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the purchase price;

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the dividend rate, period and payment date and method of calculation for dividends;

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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;

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the provisions for a sinking fund, if any;

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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;

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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period;

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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period;

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voting rights, if any, of the preferred stock;

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preemptive rights, if any;

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restrictions on transfer, sale or other assignment, if any;

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a discussion of any material United States federal income tax considerations applicable to the preferred stock;

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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;

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any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and

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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.

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the title;

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whether or not such debt securities are guaranteed;

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the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding;

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any limit on the amount that may be issued;

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whether or not we will issue the series of debt securities in global form, the terms and who the depositary will be;

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the maturity date;

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the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

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the terms of the subordination of any series of subordinated debt;

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the place where payments will be payable;

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restrictions on transfer, sale or other assignment, if any;

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our right, if any, to defer payment of interest and the maximum length of any such deferral period;

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the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;

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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;

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any restrictions on our ability and/or the ability of our subsidiaries to:

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incur additional indebtedness;

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issue additional securities;

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create liens;

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pay dividends and make distributions in respect of our capital stock and the capital stock of our subsidiaries;

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redeem capital stock;

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place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;

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make investments or other restricted payments;

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sell or otherwise dispose of assets;

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enter into sale-leaseback transactions;

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engage in transactions with stockholders and affiliates;

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issue or sell stock of our subsidiaries; or

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effect a consolidation or merger;

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whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;

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a discussion of any material United States federal income tax considerations applicable to the debt securities;

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information describing any book-entry features;

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provisions for a sinking fund purchase or other analogous fund, if any;

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the denominations in which we will issue the series of debt securities;

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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; and

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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional events of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable under applicable laws or regulations.

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the offering price and aggregate number of warrants offered;

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the currency for which the warrants may be purchased;

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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

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if applicable, the date on and after which the warrants and the related securities will be separately transferable;

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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which, and the currency in which, this principal amount of debt securities may be purchased upon such exercise;

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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock ~~offered hereby, would result in gross proceeds to us~~or preferred stock, as the case may be, purchasable upon the exercise of ~~$2.64 million.~~one warrant and the price at which these shares may be purchased upon such exercise;

~~We intend~~

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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;

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the terms of any rights to ~~use~~ redeem or call the warrants;

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any ~~proceeds received by us from~~provisions for changes to or adjustments in the ~~cash~~exercise price or number of securities issuable upon exercise of the warrants;

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the dates on which the right to exercise the warrants ~~for working capital~~will commence and ~~general corporate purposes. The proceeds shall not~~expire;

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the manner in which the warrant agreements and warrants may be ~~used for the satisfaction~~modified;

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a discussion of any ~~portion~~material or special United States federal income tax consequences of holding or exercising the warrants;

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the terms of the ~~Company’s debt (other than payment~~securities issuable upon exercise of ~~trade payables~~ the warrants; and

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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

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in the ~~ordinary course~~case of warrants to purchase debt securities, the ~~Company’s business and prior practices), for~~right to receive payments of principal of, or premium, if any, or interest on, the ~~redemption~~debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or

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in the case of ~~any~~warrants to purchase common stock or ~~common~~preferred stock, ~~equivalents, for~~ the ~~settlement~~right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

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the ~~warrants. As~~title of such rights;

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the securities for which such rights are exercisable;

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the exercise price for such rights;

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the date of determining the security holders entitled to the rights distribution;

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the number of such rights issued to each security holder;

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the extent to which such rights are transferable;

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if applicable, a ~~result, we cannot predict when or if~~discussion of the warrants will be exercised, and it is possible that the warrants may expire and never be exercised. In addition, the warrants are exercisable on a cashless basis if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for,material United States federal income tax considerations applicable to the issuance or exercise of such rights;

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the date on which the right to exercise such rights shall commence, and the date on which such rights shall expire (subject to any extension);

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the conditions to completion of the rights offering;

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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the rights;

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the extent to which such rights include an over-subscription privilege with respect to unsubscribed securities;

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if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the rights offering; and

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any other terms of such rights, including terms, procedures and limitations relating to the exchange and exercise of such rights.

~~The third column lists~~

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the ~~shares of common stock being offered by this prospectus by~~securities comprising the ~~selling stockholders.~~units, including whether and under what circumstances the securities comprising the units may be separately traded;

~~In accordance with~~

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the terms and conditions applicable to the units, including a description of the terms of any applicable unit agreement governing the units; and

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a ~~registration rights agreement with the selling stockholders, this prospectus generally covers the resale~~description of the ~~sum of (i)~~provisions for the number of shares of common stock issued to the selling stockholders in the “Description of Private Placement” described above and (ii) the maximum number of shares of common stock issuable upon exercisepayment, settlement, transfer or exchange of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.units.

Under the terms of the warrants issued to Anson, EAM, ETE, ETE III, CVI, Intracoastal, Ionic, L1, and Lind Global as a group, and to Hudson (as defined in the following table), a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99%, or 9.99% for Hudson, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name of Selling Stockholder (1) Number of Shares of Common Stock Beneficially Owned Prior to Offering (2)

Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus (3)
Number of Shares of Common Stock Owned After Offering (4)

Number Percentage
Anson Investments Master Fund LP (“Anson”)(5) 1,428,572 1,428,572 - -
Empery Asset Master, Ltd (“EAM”)(6) 926,616 926,616 - -
Empery Tax Efficient, LP (“ETE”)(7) 266,580 266,580 - -
Empery Tax Efficient III, LP (“ETE III”)(8) 521,090 521,090 - -
CVI Investments, Inc. (“CVI”)(9) 1,200,000 1,200,000 - -
Hudson Bay Master Fund Ltd. (“Hudson”)(10) 1,714,286 1,714,286 - -
Intracoastal Capital, LLC (“Intracoastal”)(11) 1,714,284 1,714,284 - -
Ionic Ventures LLC (“Ionic”)(12) 1,428,571 1,428,571 - -
L1 Capital Global Opportunities Master Fund (“L1”)(13) 1,142,858 1,142,858 - -
Lind Global Partners, LLC (“Lind Global”)(14) 1,142,858 1,142,858 - -

~~(1) The information in this table and the related footnotes is based upon information supplied by the selling stockholders.~~

(2) Represents the total number of shares of our common stock issued or issuable to each selling stockholder as of the date of this prospectus, without regard to ownership limitations described in footnotes (3) and (6) below, including (i) all of the shares offered hereby, and (ii) to our knowledge, all other securities held by each of the selling stockholders as of the date hereof.

(3) Consists of the shares of common stock, including the shares of common stock underlying the warrants, issued in the July 2020 offering, see “Description of Private Placement” above. Assumes that none of the securities have been sold or otherwise transferred prior to the date of this prospectus in transactions exempt from the registration requirements of the Securities Act. All warrants, except the warrant issued to Hudson, contain beneficial ownership limitations, which provide that a holder of the warrants will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (9.99% for Hudson) of the number of shares of our common stock outstanding immediately after giving effect to such exercise, provided that upon at least 61 days prior notice to us, a holder may increase or decrease such limitation up to a maximum of 9.99% of the number of shares of common stock outstanding.

(4) Assumes that, after the date of this prospectus and prior to completion of this offering, none of the selling stockholders (i) acquires additional shares of our common stock or other securities or (ii) sells or otherwise disposes of shares of our common stock or other securities held by such selling Stockholder other than as offered hereby.

(5) The securities set forth in the table above consist of 714,286 shares of common stock and a warrant to purchase 714,286 shares of common stock. Anson is the record and beneficial owner of the securities set forth in the table, and shares voting and dispositive power over such securities with Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisors of Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam, and Mr. Nathoo each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

(6) The securities set forth in the table above consist of 463,308 shares of common stock and a warrant to purchase 463,308 shares of common stock. EAM is the record and beneficial owner of the securities set forth in the table. Empery Asset Management LP, the authorized agent of EAM, has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.

(7) The securities set forth in the table above consist of 133,290 shares of common stock and a warrant to purchase 133,290 shares of common stock. ETE is the record and beneficial owner of the securities set forth in the table. Empery Asset Management LP, the authorized agent of ETE, has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.

(8) The securities set forth in the table above consist of 260,545 shares of common stock and a warrant to purchase 260,545 shares of common stock. ETE III is the record and beneficial owner of the securities set forth in the table. Empery Asset Management LP, the authorized agent of ETE III, has discretionary authority to vote and dispose of the shares held by ETE III and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.

(9) The securities set forth in the table above consist of 600,000 shares of common stock and a warrant to purchase 600,000 shares of common stock. CVI is the record and beneficial owner of the securities set forth in the table. Heights Capital Management, Inc., the authorized agent of CVI, has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in the Registration Statement of Shares purchased by the Investor in this Offering.

(10) The securities set forth in the table above consist of 857,143 shares of common stock and a warrant to purchase 857,143 shares of common stock. Hudson is the record and beneficial owner of the securities set forth in the table.Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.

(11) The securities set forth in the table above consist of 857,142 shares of common stock and a warrant to purchase 857,142 shares of common stock. Intracoastal is the record and beneficial owner of the securities set forth in the table. Mitchell Kopin and Daniel Asher are the managers of Intracoastal. Mitchell P. Kopin (“~~Mr. Kopin”) and Daniel B. Asher (“Mr. Asher~~”), each of whom are managers of Intracoastal, have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “~~Exchange Act”)) of the securities reported herein that are held by Intracoastal.~~

(12) The securities set forth in the table above consist of 714,286 shares of common stock and a warrant to purchase 714,286 shares of common stock. Ionic is the record and beneficial owner of the securities set forth in the table. Brendan O’Neil and Keith Coulston are the managers of Ionic. Mr. O’Neil and Mr. Coulston each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

(13) The securities set forth in the table above consist of 571,429 shares of common stock and a warrant to purchase 571,429 shares of common stock. L1 is the record and beneficial owner of the securities set forth in the table. David Feldman is the portfolio manager of L1. Mr. Feldman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

(14) The securities set forth in the table above consist of 571,429 shares of common stock and a warrant to purchase 571,429 shares of common stock. Lind Global is the record and beneficial owner of the securities set forth in the table. Jeff Easton is the managing member of Lind Global. Mr. Easton disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

PLAN OF DISTRIBUTION

~~Each Selling Stockholder (the “Selling Stockholders”) of the~~The securities covered by this prospectus may be offered and ~~any of their pledgees, assignees and successors-in-interest may,~~sold from time to time sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use anypursuant to one or more of the following ~~methods when selling securities:~~methods:

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~~ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;~~through agents;

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~~block trades in which the broker-dealer will attempt~~ to ~~sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;~~or through underwriters;

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~~purchases by a broker-dealer~~to or through broker-dealers (acting as ~~principal and resale by the broker-dealer for its account;~~

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~~an exchange distribution in accordance with the rules of the applicable exchange;~~

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~~privately negotiated transactions;~~

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~~settlement of short sales;~~agent or principal);

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in ~~transactions~~“at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through ~~broker-dealers that agree with the Selling Stockholders to sell~~ a ~~specified number of such securities at a stipulated price per security;~~

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~~through the writing~~market maker or ~~settlement of options or other hedging transactions, whether through~~into an ~~options~~existing trading market, on an exchange, or otherwise;

●

directly to purchasers, through a specific bidding or auction process or otherwise; or

●

through a combination of any such methods of ~~sale;~~sale.

Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us, from the purchasers of the securities or from both us and the purchasers. Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be deemed to be “underwriters,” as that term is defined in the Securities Act, and compensation and profits received by them on sale of the securities may be deemed to be underwriting commissions, as that term is defined in the rules promulgated under the Securities Act.

Each time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:

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the name of any underwriter, dealer or agent involved in the offer and sale of the securities;

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the terms of the offering;

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any discounts concessions or commissions and other items constituting compensation received by the underwriters, broker-dealers or agents;

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any over-allotment option under which any underwriters may purchase additional securities from us; and

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any initial public offering price.

The securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to time in one or more transactions, by means of one or more of the following transactions, which may include cross or block trades:

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transactions on the NYSE American or any other organized market where the securities may be traded;

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in the over-the-counter market;

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in negotiated transactions;

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under delayed delivery contracts or other contractual commitments; or

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~~any other method permitted pursuant to applicable law.~~a combination of such methods of sale.

~~The Selling Stockholders~~

If underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may ~~also sell~~be resold from time to time in one or more transactions. Our securities ~~under Rule 144~~may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time an agreement for the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell the shares of our securities.

If 5% or more of the net proceeds of any ~~other exemption from registration under the Securities Act, if available, rather than~~offering of our securities made under this ~~prospectus.~~

~~Broker-dealers engaged~~prospectus will be received by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a ~~supplement to this Prospectus,~~FINRA member participating in the ~~case~~offering or affiliates or associated persons of ~~an agency transaction not~~such FINRA member, the offering will be conducted in ~~excess of a customary brokerage commission in compliance~~accordance with FINRA Rule ~~2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.~~5121.

~~In connection~~To comply with the ~~sale~~securities laws of certain states, if applicable, the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus ~~which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).~~

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be offered and sold in those states only through registered or licensed brokers or dealers.

Agents, underwriters and dealers ifmay be entitled to indemnification by us against specified liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their respective affiliates, may be customers of, engage in transactions with or perform services for us in the ordinary course of business. We will describe in the prospectus supplement naming the underwriter the nature of any such relationship.

Certain persons participating in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under ~~applicable state securities laws. In addition, in certain states,~~ the ~~resale securities covered hereby~~Exchange Act. We make no representation or prediction as to the direction or magnitude of any effect that such transactions may ~~not be sold unless they~~ have ~~been registered or qualified for sale~~on the price of the securities. For a description of these activities, see the information under the heading “Underwriting” in the applicable ~~state or an exemption from the registration or qualification requirement is available and is complied with.~~prospectus supplement.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

~~DESCRIPTION OF CAPITAL STOCK~~

The following summary is a description of the material terms of our capital stock and is not complete. You should also refer to the United States Antimony Corporation restated articles of incorporation as amended and amended and restated bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and the applicable provisions of the Montana Business Corporation Act.

Our restated articles of incorporation as amended authorize us to issue up to 90,000,000 shares of common stock, par value $0.01 per share. On September 8, 2020, we had 75,740,259 shares of common stock outstanding, 750,000 shares of Series B preferred stock outstanding (non-convertible), 177,904 shares of Series C preferred stock outstanding (non-convertible), 1,751,005 shares of Series D preferred stock outstanding (convertible to common stock on a 1:1 basis), and 6,194,899 warrants outstanding to purchase common stock. On September 8, 2020 we had approximately ~~2,988 stockholders of record.~~

~~Common and Preferred Stock~~

~~Shares of our common stock have the following rights, preferences and privileges:~~

~~Voting~~

Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Any action at a meeting at which a quorum is present will be decided by a majority of the voting power present in person or represented by proxy, except in the case of any election of directors, which will be decided by a plurality of votes cast. Cumulative voting is allowed.

~~Dividends~~

Holders of our common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for payment, subject to the rights of holders, if any, of any class of stock having preference over the common stock. Any decision to pay dividends on our common stock will be at the discretion of our board of directors. Our board of directors may or may not determine to declare dividends in the future. The board’s determination to issue dividends will depend upon our profitability and financial condition any contractual restrictions, restrictions imposed by applicable law and the SEC, and other factors that our board of directors deems relevant.

~~Liquidation Rights~~

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the company, the holders of our common stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full, or provided for payment of, all of our debts and after the holders of all outstanding series of any class of stock have preference over the common stock, if any, have received their liquidation preferences in full.

~~Other~~

Our issued and outstanding shares of common stock are fully paid and non-assessable. Holders of shares of our common stock are not entitled to preemptive rights. Shares of our common stock are not convertible into shares of any other class of capital stock, nor are they subject to any redemption or sinking fund provisions.

~~Preferred Stock~~

~~Shares of our Series B, Series C, and Series D preferred stock have the following rights, preferences and privileges:~~

~~Voting~~

Series B preferred stock is non-voting, except if and when dividends payable on any of the Series B preferred stock is in default. Holders of Series C preferred stock have the right to that number of votes equal to the number of shares of common stock issuable upon conversion of such Series C shares, and holders of Series D preferred stock may vote equally with the shares of the common stock of the Company and not as a separate class, and 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 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.

~~Dividends and Liquidation Rights~~

Holders of Series B preferred stock are entitled to receive out of the net profits of the Company, when and if declared by the Board of Directors, cumulative dividends at the annual rate of one cent ($0.01) per share, payable on the 31stday of December. In the event of liquidation of the Company, holders of 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.

Holders of Series C preferred stock have no dividend rights. In the event of any liquidation or winding up of the Company, the holders of Series C shares 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 Company’s outstanding Series B preferred stock.

Holders of Series D preferred stock have no dividend rights. In the event of (i) any merger, sale, liquidation, or winding up of the Company, or (ii) any sale of all or substantially all of the assets of the Company (including subsidiaries, joint ventures, or partnerships), or (iii) any other corporate change as defined in the Articles, the holders of Series D preferred stock are entitled to be paid out of the assets of the Company in preferences to the holders of common stock but after payment and satisfaction of the liquidation preferences of the holders of the Company’s outstanding Series B and Series C preferred stock, an amount per share 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 is convertible. Additional rights for holders of Series D preferred stock are outlined in the Articles.

~~Other~~

~~Additional rights of holders of preferred stock are outlined in the Restated Articles of Incorporation as amended and attached hereto as an exhibit.~~

~~Warrants~~

As of July 27, 2020, we had outstanding (i) five-year warrants to purchase 5,742,858 shares of common stock underlying warrants at an exercise price of $0.46 per share issued in the July 2020 private placement, and (ii) warrants to purchase 452,041 shares of common stock underlying warrants at an exercise price of $0.65 per share issued in the December 2019 private placement.

~~Registration Rights~~

In connection with the July 2020 private placement, we entered into a registration rights agreement with the selling stockholders under which we have agreed to file the registration statement of which this prospectus is a part with the SEC, covering the resale of the 5,742,858 shares of common stock issued in the July 2020 private placement and the 5,742,858 shares of common stock issuable upon exercise of the warrants issued in the July 2020 private placement.

~~Transfer Agent and Registrar~~

~~The transfer agent and registrar for our common stock is Direct Transfer, LLC, Issuer Direct Corporation, One Glenwood Avenue, Suite 1001, Raleigh, North Carolina 27603.~~

~~Stock Exchange Listing~~

~~Our common stock is listed for trading on NYSE American under the symbol “UAMY.”~~

~~Limitation of Liability and Indemnification~~

~~Our Amended and Restated Bylaws (“Bylaws~~”) limit the liability of our officers and directors and provide that we will indemnify our officers and directors, in each case, to the fullest extent permitted by the Montana Business Corporation Act. We have also obtained directors’ and officers’ liability insurance coverage in the amount of $5,000,000.

The foregoing discussion of our Bylaws and directors’ and officers’ liability insurance is not intended to be exhaustive and is qualified in its entirety by such Bylaws and insurance policy, and applicable law, including the Montana Business Corporation Act.

LEGAL MATTERS

~~Certain legal matters~~The validity of the securities offered in ~~connection with~~ this ~~offering~~prospectus will be passed upon for us by Stoel Rives LLP, Boise, Idaho.

EXPERTS

The consolidated financial statements as of December 31, 2019 and 2018, and for each of the two years in the period ended December 31, 2019, incorporated by reference in this ~~Prospectus~~prospectus and the registration statement of which this prospectus forms a part have been so incorporated in reliance on the report of DeCoria, Maichel & Teague, P.S, an independent registered public accounting firm, incorporated by reference, given on the authority of said firm as experts in auditing and accounting. The audit report covering the December 31, 2019 consolidated financial statements contains an emphasis of matter paragraph regarding ~~the Company’s~~our ability to continue as a going concern.

An opinion of counsel as to the legality of the securities being registered pursuant to the registration statement has been provided by Stoel Rives LLP, a law firm, which opinion is incorporated by reference herein and in the registration statement and is attached as an exhibit hereto.

~~WHERE YOU CAN FIND MORE INFORMATION~~

We have filed with the SEC a registration statement on Form S-3 under the Securities Act for the shares of common stock being offered by this prospectus. This prospectus, which is part of the registration statement, does not contain all of the information included in the registration statement and the exhibits. For further information about us and the common stock offered by this prospectus, you should refer to the registration statement and its exhibits. References in this prospectus to any of our contracts or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may read and copy any document that we file at the SEC’s public reference room located at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. SEC filings are also available to the public at the SEC’s website at ~~www.sec.gov~~.

We are subject to the reporting and information requirements of the Exchange Act and, as a result, we file periodic and current reports, proxy statements and other information with the SEC. We make our periodic reports and other information filed with or furnished to the SEC, available, free of charge, through our website as soon as reasonably practicable after those reports and other information are filed with or furnished to the SEC.

~~The information contained in, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus.~~

~~Additionally, these periodic reports, proxy statements and other information are available for inspection and copying at the public reference room and website of the SEC referred to above.~~

INCORPORATION OF ~~DOCUMENTS~~CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information ~~from other documents that~~ we file with ~~it, which~~them into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to ~~those documents.~~another document filed separately with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this ~~prospectus. Information in this~~ prospectus ~~supersedes~~and later information ~~incorporated by reference~~ that we ~~filed~~file with the SEC ~~prior to~~will automatically update and supersede this information. This prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of ~~this prospectus. We incorporate by reference into this prospectus~~the filing of the initial registration statement and prior to effectiveness of the registration statement ~~of which this prospectus is a part~~and the ~~information or~~ documents listed below that we have previously filed with the SEC:

●

our Annual Report onForm 10-Kfor the fiscal year ended December 31, 2019, filed with the SEC on April 14, 2020;

● ~~all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the 2019 fiscal year, including a Form 8-K filed with the SEC on June 19, 2020 and July 27, 2020 and~~

our Quarterly ~~Reports~~Report onForm 10-Qfor the ~~three-month period~~fiscal quarter ended March 31, 2020, filed with the SEC on May 15, ~~2020 and~~ 2020;

●

our Quarterly Report onForm 10-Qfor the ~~three- and six-month period~~fiscal quarter ended June 30, 2020, filed with the SEC on August 19, 2020; ~~and~~

●

our Quarterly Report onForm 10-Qfor the fiscal quarter ended September 30, 2020, filed with the SEC on November 16, 2020;

●

our Current Reports on Form 8-K, filed with the SEC on June 19, 2020, July 27, 2020, January 6, 2021 and January 15, 2021; and

●

the description of our common stock contained in ~~our Registration Statement filed~~the registration statement onForm 8-A, filed on May 16, 2012, ~~including~~File No. 001-08675, and any other amendment or report filed for the purpose of updating such description.

~~Additionally,~~We also incorporate by reference all documents ~~filed by us~~that we file with the SEC ~~under~~pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after ~~(i)~~ the ~~date of the initial registration statement and prior to effectiveness~~effective time of the registration statement ~~and (ii) the date~~ of which this prospectus forms a part and ~~before~~prior to the sale of all of the securities registered hereunder or the termination ~~or completion~~ of ~~any offering hereunder,~~the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference ~~into~~in this prospectus ~~from~~shall be deemed to be modified or superseded for purposes of this prospectus to the ~~respective dates of filing of such documents, except~~extent that ~~we do not incorporate~~a statement contained herein or in the applicable prospectus supplement or in any ~~document or portion of a~~other subsequently filed document that also is ~~“furnished”~~or is deemed to be incorporated by reference modifies or supersedes the ~~SEC, but~~statement. Any statement so modified or superseded shall not be deemed, ~~“filed.”~~except as so modified or superseded, to constitute a part of this prospectus.

We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should direct any requests for documents to United States Antimony Corporation, Attn: Corporate Secretary, 47 Cox Gulch, P.O. Box 643, Thompson Falls, Montana 59873.

Statements contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered and sold hereunder. The registration statement, including the exhibits thereto, contains additional relevant information about us and these securities, as permitted by the rules and regulations of the SEC, ~~maintains an Internet site~~ that ~~contains~~we have not included in this prospectus. A copy of the registration statement can be obtained at the address set forth below or at the SEC’s website as noted below. You should read the registration statement, including any applicable prospectus supplement, for further information about us and these securities.

We are a public company and file annual, quarterly and current reports, proxy ~~and information~~ statements and other information ~~regarding issuers that file electronically~~ with the SEC. Our SEC ~~which may be accessed~~filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also ~~may access these filings on our website~~read and copy any document we file at ~~www.usantimony.com. We do not incorporate~~ the SEC’s public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on ~~our website into this prospectus or any supplement to this prospectus and you should not consider any information on, or that can be accessed through, our website as part~~the operation of ~~this prospectus or any supplement to this prospectus (other than those filings with~~ the ~~SEC that we specifically incorporate by~~public reference ~~into this prospectus or any supplement to this prospectus).~~

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.room.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item ~~13.~~

14. Other Expenses of Issuance and ~~Distribution~~

Distribution.

The following table sets forth ~~the various~~all expenses ~~incurred or to be incurred~~payable by us in connection with the ~~sale and distribution~~offering of ~~the~~our securities being registered hereby, all of which will be borne by us (except any underwriting discounts and commissions and expenses incurred by the selling stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders in disposing of the shares).hereby. All amounts shown are estimates ~~and are given subject to future contingencies.~~except the SEC registration fee.

SEC ~~Registration and Filing Fees~~registration fee	$~~671~~2,727.50
Legal fees and expenses	*
Accounting ~~Fees~~fees and ~~Expenses~~expenses	-
~~Legal Fees and Expenses~~	$~~31,000~~
~~Federal Taxes~~	-
~~State Taxes~~	-
~~Trustees’ and Transfer Agents’ Fees~~	-*
Printing ~~Messenger, Telephone~~ and ~~Delivery Expenses~~miscellaneous expenses	-*
~~Miscellaneous~~
Total expenses	$~~10,000~~
~~Total $~~	~~41,671~~2,727.50

*

Estimated expenses are presently not known and cannot be estimated.

Item ~~14.~~

15. Indemnification of Directors and ~~Officers~~

Officers.

Montana		81-0305822
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☒
	~~Smaller reporting company~~ ☒
~~Non-accelerated filer~~ ☐	(Do not check if a smaller	Emerging growth company ☐
		reporting company)

Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per unit (2)	Proposed maximum aggregate offering price	Amount of registration fee
Title of Each Class of Securities To Be Registered(1)					Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate OfferingPrice(2)	Amount Of Registration Fee(3)
Common Stock, par value $0.01 per share	11,485,716	$0.45	$5,168,572.20	$670.88
Preferred Stock, par value $0.01 per share
Debt Securities
Warrants
Rights
Units
TOTAL					$25,000,000	N/A	$25,000,000	$2,727.50

ABOUT THIS PROSPECTUS	5 ii
FORWARD-LOOKING STATEMENTS	iii
~~PROSPECTUS SUMMARY~~ABOUT THE COMPANY	6
	1
RISK FACTORS	7 2
RATIO OF EARNINGS TO FIXED CHARGES
~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~	8

~~DESCRIPTION OF PRIVATE PLACEMENT~~	8
	3
USE OF PROCEEDS	8

~~SELLING STOCKHOLDERS~~	9

~~PLAN OF DISTRIBUTION~~	12
	3
DESCRIPTION OF CAPITAL STOCK	13 4
DESCRIPTION OF COMMON STOCK	4
DESCRIPTION OF PREFERRED STOCK	5
DESCRIPTION OF DEBT SECURITIES	7
DESCRIPTION OF WARRANTS	9
DESCRIPTION OF RIGHTS	10
DESCRIPTION OF UNITS	11
PLAN OF DISTRIBUTION	12
LEGAL MATTERS	15
	13
EXPERTS	16 13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	13
WHERE YOU CAN FIND MORE INFORMATION	16

~~INCORPORATION OF DOCUMENTS BY REFERENCE~~	16 14

	~~Common stock offered by the selling stockholders~~			~~11,485,716~~ ~~shares, which includes 5,742,858 shares issuable upon the exercise of warrants~~
	~~Common stock outstanding immediately before this offering~~			~~75,740,259 shares~~
	~~Use of proceeds~~			All proceeds from the sale of shares of common stock offered hereby will be for the account of the selling stockholders. We will not receive any proceeds from the sale of common stock offered pursuant to this prospectus. We will receive proceeds upon cash exercises of the warrants to purchase the shares of common stock offered hereby, if any. See the caption “Use of Proceeds” in this prospectus.
	~~Risk Factors~~			~~See “Risk Factors” and other information appearing elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our common stock.~~
	~~Terms of this offering~~			The selling stockholders, including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the shares of common stock offered by this prospectus from time to time on the NYSE American or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
	~~NYSE American symbol~~			~~“UAMY”~~

(1)	There are being registered under this Registration Statement such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock and/or debt securities, such indeterminate number of rights to purchase common stock or preferred stock and such indeterminate number of units as may be sold by the Registrant from time to time, which together shall have an aggregate initial offering price not to exceed $25,000,000. If the Registrant issues any debt securities at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $25,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The Registrant may sell any securities it is registering under this Registration Statement separately or as units with the other securities it is registering under this Registration Statement. The Registrant will determine, from time to time, the proposed maximum offering price per unit in connection with its issuance of the securities it is registering under this Registration Statement. The securities it is registering under this Registration Statement also include such indeterminate number of shares of common stock and preferred stock and such indeterminate principal amount of debt securities as the Registrant may issue upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or rights or pursuant to the anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares the Registrant is registering under this Registration Statement include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares the Registrant is registering as a result of stock splits, stock dividends or similar transactions.

(2)	The Registrant will determine the proposed maximum aggregate offering price per class of security from time to time in connection with its issuance of the securities the Registrant is registering under this Registration Statement and the Registrant is not specifying such price as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

(3)	Calculated pursuant to Rule 457(o) under the Securities Act, which permits the registration fee to be calculated on the basis of the maximum aggregate offering price of all securities listed.

	●	~~452,041 issued and outstanding warrants to purchase Common Stock at a price of $0.65 purchased pursuant to the December 2019 securities purchase agreement;~~
	●	~~750,000 issued and outstanding (non-convertible) shares of Series B preferred stock;~~
	●	~~177,904 issued and outstanding (non-convertible) shares of Series C preferred stock;~~
	●	~~1,751,005 issued and outstanding (convertible to common stock on a 1:1 basis) shares of Series D preferred stock; and~~
	●	5,742,858 shares of common stock underlying the warrants held by the selling stockholders at an exercise price of $0.46 per share that were purchased pursuant to the securities purchase agreement dated July 23, 2020.

Name of Selling Stockholder (1)	Number of Shares of Common Stock Beneficially Owned Prior to Offering (2)	Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus (3)	Number of Shares of Common Stock Owned After Offering (4)
Name of Selling Stockholder (1)			Number	Percentage
Anson Investments Master Fund LP (“Anson”)(5)	1,428,572	1,428,572	-	-
Empery Asset Master, Ltd (“EAM”)(6)	926,616	926,616	-	-
Empery Tax Efficient, LP (“ETE”)(7)	266,580	266,580	-	-
Empery Tax Efficient III, LP (“ETE III”)(8)	521,090	521,090	-	-
CVI Investments, Inc. (“CVI”)(9)	1,200,000	1,200,000	-	-
Hudson Bay Master Fund Ltd. (“Hudson”)(10)	1,714,286	1,714,286	-	-
Intracoastal Capital, LLC (“Intracoastal”)(11)	1,714,284	1,714,284	-	-
Ionic Ventures LLC (“Ionic”)(12)	1,428,571	1,428,571	-	-
L1 Capital Global Opportunities Master Fund (“L1”)(13)	1,142,858	1,142,858	-	-
Lind Global Partners, LLC (“Lind Global”)(14)	1,142,858	1,142,858	-	-

	UNITED STATES ANTIMONY CORPORATION

	By:	/s/ John C. Gustavsen
		John C. Gustavsen
		Interim Chief Executive Officer (Principal Executive Officer)

Signature	~~By: /s/~~	Title	Date

/s/ John C. Gustavsen		Interim Chief Executive Officer
John C. Gustavsen		(Principal Executive Officer)	January 19, 2021


/s/ Daniel Parks ~~Daniel Parks,~~		Chief Financial Officer ~~By: /s/ Alicia Hill~~ ~~Alicia Hill, Controller~~ ~~By: /s/ Jeffrey Wright~~ ~~Jeffrey Wright,~~
Daniel Parks		(Principal Financial Officer and	January 19, 2021
		Principal Accounting Officer)

/s/ Blaise Aguirre, MD		Director ~~By: /s/ Craig~~	January 19, 2021
Blaise Aguirre, MD

/s/ Hartmut W. ~~Thomas~~ ~~Craig~~Baitis		Director	January 19, 2021
Hartmut W. ~~Thomas, Director~~ ~~By: /s/~~Baitis

/s/ Russell C. Lawrence		Director	January 19, 2021
Russell C. Lawrence ~~Director~~

~~ExhibitNumber~~Exhibit Number		Description
1.1		Form of Underwriting Agreement*
3.1		Second Restated Articles of Incorporation (filed as ~~amended as of July 23, 2020,~~Exhibit 3.1 to the Company’s current Report on Form 8-K filed ~~herewith.~~with the SEC on January 15, 2021, and incorporated herein by reference)
3.2		Amended and Restated Bylaws ~~(Incorporated by reference~~(filed as Exhibit 3.02 to the Company’s Current Report on Form 8-K filed with the SEC on December ~~15, 2012).~~20, 2012, and incorporated herein by reference)
4.1		Form of ~~Securities Purchase Agreement (Incorporated by reference to Form 8-K filed on July 27, 2020).~~Certificate of Designations of Preferred Stock*
4.2		Form of ~~Registration Rights Agreement (Incorporated by reference to Form 8-K filed on July 27, 2020).~~Preferred Stock Certificate*
4.3		Form of ~~Common Stock Purchase~~Indenture**
4.4		Form of Debt Security*
4.5		Form of Warrant ~~(Incorporated by reference to~~ Agreement, including form of Warrant, if any*
4.6		Form ~~8-K filed on July 27, 2020).~~of Unit Agreement, including form of Unit Certificate, if any*
4.7		Form of Pledge Agreement*
4.8		Form of Rights Agreement, including form of Rights Certificate, if any*
5.1		Opinion of Stoel Rives ~~LLP with respect~~LLP**
12.1		Statement Regarding Computation of Ratio of Earnings to ~~the legality of the securities being registered, filed herewith.~~Fixed Charges*
~~5.2~~23.1		Consent of Independent Registered Public Accounting Firm, Assure CPA (f/k/a DeCoria, Maichel ~~and~~& Teague, ~~P.C.,~~P.S.) **
23.2		Consent of Stoel Rives LLP (included in legal opinion filed as ~~auditor, filed herewith.~~Exhibit 5.1)**
24.1		Powers of Attorney (included on signature page)
25.1		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended***