SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: November 29, 2012
(Date of earliest event reported)
U.S. PRECIOUS METALS, INC.
(Exact name of registrant as specified
in its charter)
|(State or other jurisdiction of incorporation)
||(Commission File Number)
||(I.R.S. Employer I.D. No.)|
176 Route 9 North, Suite 306
Marlboro, New Jersey 07728
(Address of Principal
number, including area code)
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material
On November 29, 2012, the Company
entered into an Exclusive Investment Banking Agreement with a prominent, New York investment banking firm (“Firm”).
Under the agreement, the Firm will provide a range of investment advisory services to the Company, including the introduction to
potential lenders, investors and acquiring entities. The agreement contemplates potential equity financings, business combinations
and/or asset sales, and/or debt financings. Upon execution of the agreement, the Company agreed to pay a non-refundable retainer
in the amount of $50,000 and issue the Firm an initial stock purchase warrant to purchase 9.99% of the Company’s fully diluted
shares of common stock as of the date of the Agreement. The initial warrant has a term of five years with a per share exercise
price of $0.40. The term of the agreement is one year with successive yearly renewals.
In addition, the Company has agreed
to pay the Firm fees and expense allowances on any transaction entered into and completed pursuant to the agreement. Fees and expense
allowances are transaction dependent ranging generally from 13% to 6% of the consideration received by the Company, coupled with
stock purchase warrants equal to 10% of any equity, including derivatives, issued in the transaction. The Company also will be
required to pay a break up fees in the event it elects to terminate a funding agreement.
The Firm is a FINRA/SEC registered
broker/dealer. The Company can not predict whether it or the Firm will be successful in raising funds or entering into any arrangement
contemplated under the Agreement which may prove beneficial to the Company.
This Current Report on Form 8-K
may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995, including, without limitation, (i) statements with respect to the Company’s plans, objectives, expectations
and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”,
“should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”,
“plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s
management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking
statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various
factors (many of which are beyond the Company’s control), including, without limitation, the Company’s ability to increase
prices and revenue and continue to obtain contract renewals and extensions.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
||U.S. PRECIOUS METALS, INC.
||/s/ Jerry Pane
||Name: Jerry Pane
||Date: December 3, 2012