USPR USPR Announces Private Offering of Convertible Promissory Notes
MR. Jack Kugler, Chief Executive Officer and
Chairman of the Board of U.S. Precious Metals, Inc. (OTCBB: USPRStock News) ("USPR"),
announced that USPR revised the terms of the private offering (the
"Offering") of up to $500,000 of Convertible Promissory Notes (the
"Notes"). The terms of the Offering include, without limitation, that: (i)
at the option of the holder, the Notes are convertible, at any time after
June 30, 2009 and on or before the maturity date, into shares of USPR's
common stock (the "Common Stock") at a conversion price of $0.30 per share;
provided, however, that if USPR is actively negotiating its next financing
or if USPR has entered into a definitive agreement providing for a change
of control, optional conversion features will not be applicable; and (ii)
the maturity date of the Notes is the earlier of (A) an offering of
securities by USPR in a transaction or series of related transactions in
which at least $10,000,000 in gross proceeds is received by USPR (a
"Qualified Financing"), (B) a change of control of USPR, or (C) the date
that is 2 years after the date of issuance of the applicable Notes.
If, prior to any optional conversion, the USPR completes a Qualified
Financing or experiences a change of control, the Notes will automatically
convert into shares of USPR's Common Stock at a conversion price of $0.30
per share.
The Notes have not been (and will not be) registered under the Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or any applicable exemption from registration requirements.
USPR Announces Delay in Filing Its Second Quarter 10-Q
U.S. Precious Metals, Inc. (OTCBB: USPR)
("USPR") (the "Company") announced on January 15, 2009 that it delayed the
filing of its Form 10-Q for the second quarter ended November 30, 2008 and
filed a Form 12b-25 with the Securities and Exchange Commission that
extended the due date for its Form 10-Q for the second quarter to January
19, 2009. The delay was necessary due to the Company's internal
investigation into accounting matters and conclusion that there are certain
errors in the financial statements contained in the Company's Annual Report
on Form 10-K filed for the fiscal year ended May 31, 2008 and the Quarterly
Report on Form 10-Q filed for the fiscal quarter ended August 31, 2008.
The Company expects that this internal investigation will cause it to
restate the financials contained in its Annual Report on Form 10-K filed
for the fiscal year ended May 31, 2008 and the Quarterly Report on Form
10-Q for the fiscal quarter ended August 31, 2008 and will delay filing of
its Quarterly Report on Form
10-Q for the fiscal quarter ended November 30, 2008 until such time as the
investigation has been satisfactorily concluded. The Company intended to
file its Quarterly Report on Form 10-Q for fiscal quarter ended November
30, 2008 as soon as practicable, but did not expect the filing would be
made by the January 19, 2009 extended deadline.
As a result of the errors discovered in the internal review, management has
concluded that the Company's consolidated financial statements for the
fiscal year ended May 31, 2008 and the fiscal quarter ended August 31, 2008
should no longer be relied upon. The Company is in the process of
preparing restated financial statements for the fiscal year ended May 31,
2008 and the fiscal quarter ended August 31, 2008. The Company intends to
file these restated financial statements as soon as practicable. Until the
restatement of these financial statements is complete, the Company will be
unable to finalize its financial statements for the fiscal quarter ended
November 30, 2008.
About U.S. Precious Metals, Inc.:
USPR is a mineral exploration company headquartered in Celebration, Florida
and operating in Mexico through its Mexican subsidiary, U.S. Precious
Metals de Mexico, S.A. DE C.V. USPR owns significant exploration rights to
approximately 37,000 acres of land in Michoacan, Mexico. USPR's common
stock is quoted on the OTC Bulletin Board under the symbol "USPR."
Statements contained herein that are not based upon current or historical
fact are forward-looking statements. Such forward-looking statements
relate to future events and future operating results, performance,
prospects and opportunities. The use of terms such as "anticipate,"
"believe," "estimate," "plan," "intend" and "expect" and similar
expressions, as they relate to USPR, or its management, identify
forward-looking statements. These forward-looking statements are based on
information currently available to USPR and USPR's current plans,
intentions and expectations. Forward-looking statements are subject to a
number of risks, uncertainties and other factors that could cause USPR's
actual results, performance, prospects and opportunities to differ
materially from those expressed in, or implied by, these forward-looking
statements. Factors that could cause or contribute to such differences
include, but are not limited to, such factors, including risk factors,
discussed in USPR's Registration Statement on Form SB-2, as amended, and
its Annual Report on Form 10-K for the fiscal year ended May 31, 2008.
Except as required by the Federal securities law, USPR does not undertake
any obligation to revise or update any forward-looking statements contained
herein after the date hereof.
CONTACT: U.S. Precious Metals, Inc. M. Jack Kugler Chairman of the Board/CEO (407) 566-9310 http://www.usprgold.com
