AGENT'S WARRANT
Warrant No. TK2 (Amended and Restated)
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF
(COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR HAVE THEY BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES LAWS OF ANY U.S. STATE OR TERRITORY. THIS
WARRANT IS BEING OFFERED AND SOLD PURSUANT TO REGULATION S OF THE U.S.
SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT. THE SECURITIES, ARE
"RESTRICTED SECURITIES" AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR
TO A U.S. PERSON (AS DEFINED IN REGULATION S) UNLESS PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO REGULATION S, OR
PURSUANT TO OTHER AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE ACT. A HOLDER OF ANY OF THE SECURITIES MAY NOT ENGAGE IN HEDGING
TRANSACTION WITH REGARD TO SUCH SECURITIES UNLESS IN COMPLIANCE WITH THE
ACT.
UNITED STATES ANTIMONY CORPORATION
Warrant for the Purchase
of Shares of Common Stock
July 11, 2000 961,358 Shares
FOR VALUE RECEIVED, United States Antimony Corporation, a Montana corporation (the "Company"),
hereby certifies that Thomson Kernaghan and Co. Limited or other holder hereof (collectively, the "Holder"), is
entitled, subject to the provisions of this Warrant, to purchase from the Company, at any time or from time to
time beginning on the date hereof, and ending at 5:00 pm, Toronto time, on the fifth anniversary of the date hereof
(the "Exercise Period") Nine Hundred Sixty-One Thousand Three Hundred Fifty-Eight (961,358) fully paid and
nonassessable shares of common stock of the Company, par value $.01 per share (the "Common Stock") at the
exercise price of Thirty-Nine Cents (US$.39) per share (the "Exercise Price"). This Warrant is the Agent's
Warrant described in and is being issued pursuant to an Amended and Restated Agreement (the "Agreement")
effective as of July 11, 2000, between the Company and Thomson Kernaghan and Co. Limited (the "Age