Business Experience of Directors

John C. Lawrence: Mr. Lawrence has been the president and a director since our inception. Mr. Lawrence was the president and a director of AGAU Mines, Inc., our corporate predecessor, since the inception of AGAU Mines, Inc. in 1968. He is a member of the Society of Mining Engineers and a recipient of the Uuno Sahinen Silver Medallion Award presented by Butte Tech, University of Montana. He has a vast background in mining, milling, smelting, chemical processing and oil and gas.

(Leo Jackson: Mr. Jackson announced his retirement  from the  Board of Directors on 05/16/12, but will continue his excellent work for the Company in operations.)

Gary D. Babbitt: Mr. Babbitt has experience in mining industry with approximately 30 years dealing with joint ventures, purchases, royalty leases and contracts. He has a working knowledge of Spanish and has negotiated supply and mining agreements in Mexico. Mr. Babbitt has a B.A. from the Albertson College of Idaho, and earned his J.D. from the University of Chicago.

Whitney Ferer: Mr. Ferer has worked for 34 years for Aaron Ferer & Sons, or AF&S, headquartered in Omaha, Nebraska, where he is currently the Vice President of Trading and Operations and Vice Chairman of the Board of AF&S. He has been involved in the patenting of various processes for the breakdown of plastics and metal recovery; was Vice President of the Lead and Zinc Division ofAF&S;. In addition, Mr. Ferer has been active in the trading of aluminum, copper, iron, silver, arsenic, gold, bismuth, calcium, cadmium, chrome, indium, mercury, manganese, sodium, phosphorous, antimony, selenium, silicon, tellurium, vanadium, tungsten and other metals, and facilitated the opening of eight offices in the Far East and China. He is one of the largest traders of antimony metal and oxide in the United States.

Russell C. Lawrence: Mr. Lawrence has experience in the lines of applied physics, mining, refining, excavation, electricity, electronics, and building contracting. He graduated from the University of Idaho in 1994 with a degree in physics, and worked for the Physics Department at the University of Idaho for a period of 10 years. He has also worked as a building contractor and for USAC at the smelter and laboratory at Thompson Falls, for USAMSA in the construction and operation of the USAMSA smelter in Mexico, and for Antimonio de Mexico, S. A. de C. V. at the San Miguel Mine and the Cadereyta mill site in Mexico.

Hart W. Baitis: Mr. Baitis graduated from the University of Oregon in 1971 with a B.S. in Geology, and was awarded a Ph. D. in Geology in 1976. He has 35 years of experience as an exploration geologist in the United States, Canada, Central America, and Mexico. Mr. Baitis is experienced in numerous geologic environments and terrains, and has been involved in all phases of exploration, ranging from field geologist, consultant, management, and acquisition team director

Bernard ("Barney") J. Guarnera, Chairman of Behre Dolbear & Company, Inc., an internationally recognized mining consulting firm which was founded in 1911.  He has extensive global experience and wealth of high level relationships in the mining industry.

United States Antimony Corporation will conduct its business honestly and ethically wherever we operate in the world. We will constantly improve the quality of our services, products and operations and will create a reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of officers, directors, employees or affiliates is in the company's best interest. United States Antimony Corporation will not compromise its principles for short-term advantage. The ethical performance of this company is the sum of the ethics of the men and women who work here. Thus, we are all expected to adhere to high standards of personal integrity.

Officers, directors, and employees of the company must never permit their personal interests to conflict, or appear to conflict, with the interests of the company, its clients or affiliates. Officers, directors and employees must be particularly careful to avoid representing United States Antimony Corporation in any transaction with others with whom there is any outside business affiliation or relationship. Officers, directors, and employees shall avoid using their company contacts to advance their private business or personal interests at the expense of the company, its clients or affiliates.

No bribes, kickbacks or other similar remuneration or consideration shall be given to any person or organization in order to attract or influence business activity. Officers, directors and employees shall avoid gifts, gratuities, fees, bonuses or excessive entertainment, in order to attract or influence business activity.

Officers, directors and employees of United States Antimony Corporation will often come into contact with, or have possession of, proprietary, confidential or business-sensitive information and must take appropriate steps to assure that such information is strictly safeguarded. This information—whether it is on behalf of our company or any of our clients or affiliates—could include strategic business plans, operating results, marketing strategies, customer lists, personnel records, upcoming acquisitions and divestitures, new investments, and manufacturing costs, processes and methods. Proprietary, confidential and sensitive business information about this company, other companies, individuals and entities should be treated with sensitivity and discretion and only be disseminated on a need-to-know basis.

Misuse of material inside information in connection with trading in the company's securities can expose an individual to civil liability and penalties under the Securities Exchange Act. Under this Act, directors, officers, and employees in possession of material information not available to the public are "insiders." Spouses, friends, suppliers, brokers, and others outside the company who may have acquired the information directly or indirectly from a director, officer or employee are also "insiders." The Act prohibits insiders from trading in, or recommending the sale or purchase of, the company's securities, while such inside information is regarded as "material", or if it is important enough to influence you or any other person in the purchase or sale of securities of any company with which we do business, which could be affected by the inside information. The following guidelines should be followed in dealing with inside information:

•         Until the material information has been publicly released by the company, an employee must not disclose it to anyone except those within the company whose positions require use of the information.

•         Employees must not buy or sell the company's securities when they have knowledge of material information concerning the company until it has been disclosed to the public and the public has had sufficient time to absorb the information.

•         Employees shall not buy or sell securities of another corporation, the value of which is likely to be affected by an action by the company of which the employee is aware and which has not been publicly disclosed.

Officers, directors and employees will seek to report all information accurately and honestly, and as otherwise required by applicable reporting requirements.

Officers, directors and employees will refrain from gathering competitor intelligence by illegitimate means and refrain from acting on knowledge which has been gathered in such a manner. The officers, directors and employees of United States Antimony Corporation will seek to avoid exaggerating or disparaging comparisons of the services and competence of their competitors.

Officers, directors and employees will obey all Equal Employment Opportunity laws and act with respect and responsibility towards others in all of their dealings.

Officers, directors and employees will remain personally balanced so that their personal life will not interfere with their ability to deliver quality products or services to the company and its clients.

Officers, directors and employees agree to disclose unethical, dishonest, fraudulent and illegal behavior, or the violation of company policies and procedures, directly to management.

Violation of this Code of Ethics can result in discipline, including possible termination. The degree of discipline relates in part to whether there was a voluntary disclosure of any ethical violation and whether or not the violator cooperated in any subsequent investigation.

PURPOSE

To assist the board of directors in fulfilling its oversight responsibilities for (1) the integrity of the company’s financial statements, (2) the company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the company’s internal audit function and independent auditors.  The audit committee will also prepare the report that SEC rules require be included in the company’s annual proxy statement.

A.    AUTHORITY

      The audit committee has authority to conduct or authorize investigations into any matters  within its scope of
      responsibility.  It is empowered to

1.     Appoint, compensate, and oversee the work of the public accounting firm employed by the organization to conduct the annual audit.  This firm will report directly to the audit committee. 

2.    Resolve any disagreements between management and the auditor regarding financial reporting. 

3.    Pre-approve all auditing and permitted non-audit services performed by the company’s external audit firm.

4.    Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation, review, or to attend a meeting of the committee.

5.    Seek any information it requires from employees-all of whom are directed to cooperate with the committee’s requests-or external parties.

6.    Meet with company officers, external auditors, or outside counsel, as necessary.

7.    The committee may delegate authority to subcommittees comprised of one or more members of the committee, including the authority to pre-approve all auditing and permitted non-audit services, providing that such decisions are presented to the full committee at its next scheduled meeting.

8.    The committee shall also carry out such other duties as may be delegated  to it by the board of directors from time to time.

B.   COMPOSITION

The audit committee will consist of at least three and no more than six members of the board of directors.  The board nominating committee will appoint committee members and the committee chair.  Each committee member will be both independent and financially literate.  At least one member shall be designated as the “financial expert,” as defined by applicable legislation and regulation.  No committee member shall simultaneously serve on the audit committees of more than two other public companies.

C.   MEETINGS

The committee will meet at least four times a year, with authority to convene additional meetings, as circumstances require.  All committee members are expected to attend each meeting, in person or via telephone or video-conference.  The committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary.  It will meet separately, periodically, with management, with internal auditors and with external auditors.  It will also meet periodically in executive session.  Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. The committee will arrange as necessary meetings with the managers and accountants of the Company’s subsidiaries in Mexico.  Minutes will be prepared and maintained for all meetings

D.    RESPONSIBILITIES

The committee will carry out the following responsibilities:

1.     Financial Statements

a)     Review significant accounting and reporting issues and understand their impact on the financial financial statements.  These issues include:

b)    Complex or unusual transactions and highly judgmental areas.

c)    Major issues regarding accounting principles and financial statement presentations, including any significant changes in the company’s selection or application of accounting principles.

d)    The effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the company.

e)    Review analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.

f)     Review with management and the external auditors the results of the audit, including any difficulties encountered.  This review will include any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management.

g)    Discuss the annual audited financial statements and quarterly financial statements with management and the external auditors, including the company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

h)   Review disclosures made by CEO and CFO during the Forms 10-K and 10-Q certification process about significant deficiencies in the design or operation of internal controls or any fraud that involves management or other employees who have a significant role in the company’s internal controls.

i)     Discuss earnings press releases (particularly use of “pro forma,” or “adjusted” non-GAAP, information), as well as financial information and earnings guidance provided to analysts and rating agencies.  This review may be general (i.e., the types of information to be disclosed and the type of  presentations to be made).  The audit committee does not need to discuss each release in advance.

2.     Internal Control

a)     Consider the effectiveness of the company’s internal control system, including information technology security and control.

b)    Understand the scope of internal and external auditors’ review of internal control over financial reporting, and obtain reports on significant findings  and recommendations, together with management’s responses.

3.     Internal Audit/Internal Control and Review

a)     Review with management and the chief audit executive/chief financial officer the charter, plans, activities, staffing, and organizational structure of the internal audit/review and control function   .

b)    Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement, or dismissal of the chief audit executive/chief financial officer.

c)    Review the effectiveness of the internal audit/review and control function, including compliance with The Institute of Internal Auditors’ Standards for the Professional Practice of Internal Auditing and/or Section 7 of The NYSE Corporate Accountability and Listing Standards Committee.      

d)    On a regular basis, meet separately with the chief audit executive/chief financial officer to discuss any matters that the committee or internal audit officer/chief financial officer believes should be discussed privately.

e)    The company will have in place an appropriate control and review process under the chief financial officer for reviewing and approving its internal transactions and accounting until the company establishes a separate internal audit department.

4.     External Audit

a)     Review the external auditors’ proposed audit scope and approach, including coordination of audit effort with internal audit.

b)    Review the performance of the external auditors, and exercise final approval on the appointment or discharge of the auditors.  In performing this review, the committee will

1.    At least annually, obtain and review a report by the independent auditor describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps take to deal with any such issues; and (to assess the auditor’s independence) all relationships between the independent auditor and the company.

2.    Take into account the opinions of management and internal audit.

3.    Review and evaluate the lead partner of the independent auditor.

4.    Present its conclusions with respect to the external auditor to the Board.

c)     Ensure the rotation of the lead audit partner every five years and other audit partners every seven years, and consider whether there should be regular rotation of the audit firm itself.

d)    Present its conclusions with respect to the independent auditor to the full board.

e)    Set clear hiring policies for employees or former employees of the independent auditors.

f)     On a regular basis, meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately.

            5.   Compliance

a)     Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instances of noncompliance.

b)    Establish procedures for: (i) The receipt, retention, and treatment of complaints received by the listed issuer regarding accounting, internal accounting controls, or auditing matters; and (ii) The confidential, anonymous submission by employees of the listed issuer of concerns regarding questionable accounting or auditing matters.

c)    Review the findings of any examinations by regulatory agencies, and any auditor observations.

d)    Review the process for communicating the code of conduct to company personnel, and for monitoring compliance therewith.

e)    Obtain regular updates from management and company legal counsel regarding compliance matters.        

            6.  Reporting Responsibilities

a)     Regularly report to the board of directors about committee activities and issues that arise with respect to the quality or integrity of the company’s financial statements, the company’s compliance with legal or regulatory requirements, the performance and independence of the company’s independent auditors, and the performance of the internal audit function.

b)    Provide an open avenue of communication between internal audit, the external auditors, and the board of directors.

c)    Report annually to the shareholders, describing the committee’s composition, responsibilities and how they were discharged, and any other information required by rule, including approval of non-audit services.

d)    Review any other reports the company issues that relate to committee responsibilities.

            7.   Other Responsibilities

a)     Discuss with management the company’s major policies with respect to risk assessment and risk management.

b)    Perform other activities related to this charter as requested by the board of directors.

c)    Institute  and oversee special investigations as needed.

d)    Review and assess the adequacy of the committee charter annually, requesting board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation.

e)    Confirm annually that all responsibilities outlined in this charter have been carried out.

f)     Evaluate the committee’s and individual members’ performance at least annually.

Adopted March 20, 2012
 

__John Lawrence_____________

Chairman of the Board of Directors
 

__Alicia Hill__________________