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Proposed scale-up: combines critical minerals portfolios
Exchange ratio disclosed: 6 USAC per 100 Larvotto
USAC ownership stake: ~10.0% of Larvotto
Proposal is non-binding and subject to approvals
Transaction requires Larvotto shareholder and regulatory approvals
Insights
Indicative proposal and 10.0% stake make this an actionable takeover attempt, but completion is highly conditional.
United States Antimony Corporation proposes a full acquisition of Larvotto Resources via a scheme of arrangement, offering Six USAC shares per One Hundred Larvotto shares and disclosing an open-market stake near 10.0%. The proposal and the disclosed premium create a clear path to influence as USAC is now Larvotto’s largest known shareholder.
Key dependencies include negotiation of a binding scheme implementation deed, Larvotto shareholder approval, and regulatory clearances. Each step can materially alter economics and timing; the scheme structure shifts control dynamics toward shareholder and court processes in Australia.
Watch for a finalized scheme deed, any competing offers, formal recommendation from the Larvotto board, and regulatory feedback over the next few months; expect milestones such as a Scheme Booklet and shareholder vote in the near term.
Combination would scale antimony and critical-minerals production outside China, but benefits remain conditional.
The proposal positions a combined group to expand output of antimony, zeolite, and other critical minerals by merging USAC’s operations with Larvotto’s Australian assets. The exchange ratio implies significant share consideration rather than an all-cash deal, altering dilution and ownership for existing holders.
Risks include integration execution, foreign regulatory approvals, and shareholder votes; none of these are resolved by the indicative proposal. Monitor the binding scheme terms, any material review by Australian regulators, and detailed disclosure of Larvotto asset valuations and pro forma ownership over the next quarter.
10/19/2025 – 05:30 PM
Business Combination Would Produce One of the World’s Largest Antimony Producers Outside of China
“The Critical Minerals and ZEO Company”
~ Antimony, Cobalt, Tungsten, and Zeolite ~
DALLAS, TEXAS – United States Antimony Corporation (NYSE American:UAMY), a key player in the production and processing of antimony, zeolite, and other critical minerals, announced on October 19, 2025, its confidential, non-binding, indicative proposal to acquire 100% of Larvotto Resources Limited through a scheme of arrangement under the Australian Corporations Act 2001.
The proposed exchange would see Larvotto shareholders receive six USAC shares for every 100 Larvotto shares held. This reflects a substantial premium compared to Larvotto’s recent equity capital raise, announced on July 25, 2025, and the prevailing trading price. However, this is contingent upon negotiating and executing a binding scheme implementation deed, securing Larvotto shareholder approval, obtaining necessary regulatory clearances, and fulfilling standard closing conditions.
USAC has recently bolstered its position by acquiring approximately 10.0% of Larvotto’s total issued share capital via open market transactions, positioning itself as Larvotto’s largest single shareholder. This strategic move underscores USAC’s ambition to solidify its standing in the critical minerals sector, potentially creating a dominant force in the antimony market outside of China.
“Our proposal to combine with Larvotto reflects our deep commitment to build a world-class industry player in the critical minerals space and our strong conviction in the strategic and cultural fit between the two organizations as well as our countries,” stated Gary C. Evans, Chairman and CEO of USAC. “We see this as a compelling opportunity for Larvotto shareholders to participate in the upside of a larger, more diversified group – one with financial strength, global reach, and top-tier technical capabilities. We look forward to working constructively with the Larvotto Board to progress this transaction in the best interests of all shareholders for both companies.”
Industry analysts note that the proposed acquisition presents both opportunities and challenges. The combined entity would benefit from expanded mineral reserves and production capacity, potentially enhancing supply chain resilience amidst growing geopolitical concerns surrounding critical minerals. However, the success of the merger hinges on navigating complex regulatory landscapes in both the US and Australia, as well as successfully integrating the two companies’ operations and cultures. Furthermore, the non-binding nature of the proposal means that there’s a significant possibility the deal may not materialize or could be subject to revised terms.
USAC’s due diligence process will likely focus on Larvotto’s asset valuation, particularly its projects in Australia. The company has tapped Jett Capital Advisors, Henslow, Ashurst and Duane Morris for financial and legal expertise in navigating the transaction.
About United States Antimony Corporation
United States Antimony Corporation and its subsidiaries in the U.S., Mexico, and Canada sell antimony, zeolite, and precious metals primarily in the U.S. and Canada. The Company processes third-party ore primarily into antimony oxide, antimony metal, antimony trisulfide, and precious metals at its facilities located in Montana and Mexico. Antimony oxide is used to form a flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings, and paper, as a color fastener in paint, and as a phosphorescent agent in fluorescent light bulbs. Antimony metal is used in bearings, storage batteries, and ordnance. Antimony trisulfide is used as a primer in ammunition. The Company also recovers precious metals, primarily gold and silver, at its Montana facility from third-party ore. At its Bear River Zeolite (“BRZ”) facility located in Idaho, the Company mines and processes zeolite, a group of industrial minerals used in water filtration, sewage treatment, nuclear waste and other environmental cleanup, odor control, gas separation, animal nutrition, soil amendment and fertilizer, and other miscellaneous applications. During 2024 and 2025, the Company began acquiring mining claims and leases located in Montana, Alaska and Ontario, Canada in an effort to expand its operations as well as its product offerings.
United States Antimony CorporationAnthony D. Andora
4438 W. Lovers Lane, Unit 100Edge Consulting, Inc.
Dallas, TX 752091560 Market Street, Ste. 701
Jonathan Miller, VP, Investor RelationsDenver, Colorado 80202
E-Mail: [email protected]: [email protected]
Phone: 406-606-4117Phone: (720) 317-8927
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other applicable securities laws. These statements include, but are not limited to, statements regarding the proposed acquisition of Larvotto Resources Limited by United States Antimony Corporation, the expected structure, terms, and potential benefits of any such transaction, and other statements that are not historical facts. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will,” and similar expressions.
These forward-looking statements are based on current expectations, estimates, assumptions, and projections of management and are subject to a number of risks and uncertainties, many of which are beyond USAC’s control, that could cause actual results or events to differ materially from those expressed or implied in the statements. Such risks and uncertainties include, among others: the possibility that the parties will not enter into a definitive scheme implementation deed; that required regulatory, shareholder, or court approvals will not be obtained or will be delayed; changes in market conditions; fluctuations in exchange rates; and the risk that the anticipated benefits of the proposed transaction may not be realized.
Readers are cautioned not to place undue reliance on these forward-looking statements. USAC undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
SOURCE: United States Antimony Corp.
View the original press release on ACCESS Newswire
What did USAC (UAMY) propose on October 19, 2025 regarding Larvotto?
USAC submitted a confidential, non-binding indicative proposal to acquire 100% of Larvotto via a scheme of arrangement.
What is the proposed share exchange ratio in the UAMY offer for Larvotto?
The Proposal would give Larvotto shareholders 6 USAC shares for every 100 Larvotto shares.
How much of Larvotto does USAC own after recent market purchases (UAMY)?
USAC recently acquired approximately 10.0% of Larvotto’s issued share capital in the open market.
Is the USAC (UAMY) proposal binding and when would it close?
No — the proposal is non-binding and closing depends on a scheme deed, shareholder approval, and regulatory approvals.
Which advisers did USAC appoint for the potential Larvotto transaction (UAMY)?
USAC appointed Jett Capital Advisors and Henslow as financial advisers, Ashurst as Australian counsel and Duane Morris as U.S. counsel.
