On December 15, 2012, the Board of Directors of United States Antimony Corporation (the "Company") approved an amendment and restatement of the Company's bylaws ("Amended and Restated Bylaws") to provide as set forth below. The Amended and Restated Bylaws became effective December 15, 2012, the date of their adoption. The following discussion of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.02 to this Current Report on form 8-k and is incorporated herein by reference.

The Amended and Restated Bylaws:

• Include a new Article III, Section 7, amending Section 3.3 of the old Bylaws, providing that special meetings of shareholders may be called by shareholders of record owning a majority in amount of the entire capital stock of the Company issued and outstanding. Old Section 3.3 provided that shareholders owning 10% of the Company's capital stock could call a special meeting.

• Include a new Article III, Section 8, amending Sections 3.7 and 3.8 of the old Bylaws, providing that if a quorum is not present at a meeting of shareholders, either the chairperson of the meeting or a majority of the shareholders may adjourn the meeting. Old Sections 3.7 and 3.8 provided that only a majority of the shareholders could adjourn the meeting.

• Section 3.14 of the old Bylaws, providing that shareholder action could be taken without a meeting if a shareholder consent is signed by all shareholders entitled to vote on the matter, has been deleted.

• A new Article V in the Amended and Restated Bylaws amends Section 4.12 of the old Bylaws by more specifically setting forth the powers, limitations and qualification of Board committees, including an executive committee and special committees, and requiring the establishment of an Audit Committee, a Corporate Governance and Directors Nominating Committee, and a Compensation Committee.

• A new Article VIII has been added to the Amended and Restated Bylaws providing for emergency preparedness provisions.

On December 15, 2012, the Company held its 2012 Annual Meeting of shareholders.

The following are the voting results on each matter submitted to the Company's shareholders at the Annual Meeting. The proposals below are described in detail in the Proxy Statement. At the Annual Meeting, the six nominees for directors were elected to the Company's Board of Directors (Proposal 1 below). In addition, management proposals regarding ratification of the appointment of DeCoria, Maichel & Teague P.S. as the Registrant's independent registered public accounting firm for 2012 (Proposal 2 below) was approved. Finally, shareholders approved the compensation of the Company's named executives on an advisory (non-binding) basis (Proposal 3 below) and approved the frequency of holding an advisory vote on the Company's named executives on an advisory (non-binding) basis every three years (Proposal 4 below).

1.      Election to the Registrant's Board of Directors the following six
nominees:

                          For        Against   Abstentions    Broker Non-Votes
John C. Lawrence        32,011,118                  557,095
Gary D. Babbitt         30,115,610                2,452,603
Hartmut W. Baitis       30,624,526                1,943,687
Russell C. Lawrence     31,519,181                1,047,032
Whitney H. Ferer        32,498,171                   68,042
Bernard J. Guarnera     32,500,699                   65,514

2. Ratification of selection of DeCoria, Maichel & Teague P.S. as the Registrant's registered independent public accounting firm for 2012.

32,511,597 8,100 18,635

3. Proposal to approve the compensation of our named executives on an advisory (non-binding) basis.

32,031,103 137,827 204,438

4. Proposal to approve the frequency of holding an advisory vote on compensation of our named executives on an advisory (non-binding basis.

5,513,369 1,565,557 24,920,282 538,144

Based on this non-binding stockholder vote, our Board of Directors has determined to conduct a shareholder vote on executive compensation every three years.

(d) Exhibits

3.02 Amended and Restated Bylaws of United States Antimony Corporation.