U S PRECIOUS METALS INC

The company says it ended its January 10, 2017 joint venture with Marigold Minerals Holdings, LLC (amended and ratified March 27, 2017), after a July 5 breach notice and a 30-day cure period that ended August 4. The termination took effect when the second notice was delivered on August 7, and on August 11 the two sides agreed to dissolve the venture, with the company not pursuing damages and Marigold agreeing not to interfere in the company's business, including the Tentory lease. This is the company's own account of Marigold's failures; the filing does not state any money paid or owed on either side. It also shows new leadership (Paul 'Mike' Muncy as CEO and Chairman) and a West Virginia address, and mentions a Tentory lease not covered in earlier filings.

material agreement termination

On March 16, 2016 the company created a Series C Convertible Preferred Stock, each share convertible into 133.333 common shares with matching votes and liquidation rights. The share count is garbled in the text ('2 400,000'); it is unclear whether 2 million or 400,000 shares were authorized. The filing does not name recipients. This follows the Series B preferred a month earlier and adds more potential dilution.

security holder rights change

On Feb 10, 2016 the company created a new Series B Convertible Preferred Stock of 200,000 shares, each convertible into 142.857 common shares with matching votes and liquidation rights. The filing does not say who will receive them. Converting all would mean about 28.6 million new common shares (calculated from the filing's figures), so this is potential dilution. The filing's own text also says 'identical rights as 100 shares', which conflicts with the 142.857 figure.

security holder rights change

An independent technical report put a first formal number on the La Sabila project in Michoacan, Mexico: 6.3 million tonnes of indicated material containing about 955,000 ounces of gold, 4.65 million ounces of silver and 68,680 tonnes of copper, from three drilling campaigns totalling 11,300 metres. The company noted the estimate covers under 1% of its 37,316-acre holding.

resource reserve update

On Dec 18, 2014 the company paid Duane Morris $500,000 and issued 600,000 shares (the 500,000 agreed plus 100,000 for the extension), settling all claims and releasing the lien on the Mexican properties. This closes the Duane Morris dispute that had hung over the company since 2011.

material agreement

Effective Oct 31, 2014 the company amended its Duane Morris legal-fee settlement (originally $1,614,216): it will pay $500,000 plus 500,000 shares in full settlement and Duane Morris will release its lien on the Mexican properties. Payment must be made before Dec 1, 2014 or the lien release lapses. This is a much smaller payoff than the earlier installment schedule, and it frees the Mexican concessions from the pledge if the payment is made.

material agreement

On Jan 30, 2014 (closed Feb 4) the company cancelled the 300 million-share RTC share exchange and replaced it with a restructuring. RTC's owners (Wolz, Titan, Mercury6) now get 1,250,000 Class A Super Voting Preferred shares convertible into 125 million common shares, instead of the original common shares; the company will seek to raise authorized common from 150 million to 325 million to allow conversion. PTH, an RTC affiliate, will process the company's ore concentrate 5 days a month at its 29 Palms plasma plant, license its technology for 25 years royalty-free, and build a 10 ton/day company-owned plant for about $18 million (PTH pays one-third; company owes a $1.5 million down payment). PTH also gave the company a $5 million non-interest note due Jan 30, 2015. Chairman Pane and director Altieri again have interests in RTC owners and PTH. This ends the original RTC share exchange and the $5M benchmark-run mechanism, replacing it with a new structure.

asset acquisition disposition

On Sept 4, 2013 Hans Hertell became President, replacing Daniel Moon. His $500,000 salary and 1,000,000-share grant only start once plasma operations bring in at least $1 million a month for two months in a row, and his Hertell Group consultancy gets 9,000,000 shares immediately on a three-year contract. The RTC share exchange was cut from 300 million to 290 million shares, and the shareholder vote record date moved from July 9 to Sept 16, 2013; the vote is also to raise authorized shares from 150 million to 475 million. This continues the RTC deal and adds more dilution.

material agreement

On May 22, 2013 the company signed a Mining Services Agreement with Mesa Acquisitions Group, LLC (owned by George Mesa, its Director of Security for the Mexican claims since Sept 2012) covering the Solidaridad I & II concessions (about 5,000 of its 37,000 acres). The contractor is to fund satellite imaging (about $400,000), infrastructure (about $10 million) and a processing plant (about $40 million), in return for 10 million new company shares plus a 30% revenue interest (company keeps 70%); the Chairman will also hand over 5 million of his own shares. The contractor only has to go on to Phases 2 and 3 if the imaging results are positive, and the company says a decision not to proceed would hurt it. The filing says Mesa would be deemed to hold 13.14% of the shares. This is the first outside-funded plan for the Mexican property since the 2009 five-acre program, which was never funded.

material agreement

On May 11, 2013 the company agreed to acquire Resource Technology Corp. (RTC) for 300 million new shares, held in escrow. RTC holds three ore supply contracts and a toll processing deal with Plasma Processing LP for a plasma plant in 29 Palms, California, entitling it to one-third of revenues. The share count is cut proportionately if a 20-day benchmark run does not yield $5,000,000 net to RTC, and closing is due by June 1, 2014. Related parties are involved: CEO Gennaro Pane would hold about 51% of the shares via Wolz and director Chad Altieri via Mercury6; both also hold interests in PP LP. An independent committee approved it, but shareholder approval and an increase in authorized shares are still needed. The deal would be a large dilution and a shift toward plasma processing alongside the Mexican property.

material agreement

On May 24, 2011 the company settled its litigation with law firm Duane Morris LLP and Keli Isaacson Whitlock, agreeing to pay $1,614,216 in legal fees: generally four equal installments starting within a year, accelerated if it raises $5 million or more in a three-month period. It also settled mutual claims with Jack Kugler, with each side dismissing its claims. Jack Wagenti signs as Chairman, whereas Kugler was Chairman and CEO earlier. The filing does not say when or why leadership changed.

material agreement

The company sold a further $772,500 of convertible notes to fifteen investors as of May 27, 2010 and $352,500 more to two investors as of June 2, 2010, after expanding the offering by up to another $1,000,000. All of these notes are set to convert into shares when the SAK Investment closes. It also disclosed consulting deals with HFP Capital Markets (2 million restricted shares, with the right to earn at least 2 million and up to 5 million more) and a placement agent letter (8% cash fee plus shares equal to 2% of securities sold), with fees due on closing of the SAK deal. This continues the SAK financing thread and implies more shares to be issued.

capital raising announcement

On May 20, 2010 the company signed a binding term sheet with SAK Arabia LLC of Dubai to sell 49% of its equity plus 10% of the gross resources extracted and refined from its concessions for $12,000,000. A definitive agreement is still to be negotiated, with exclusivity for the investor, required management employment agreements (otherwise the deal is void), break-up fees of $100,000 plus expenses capped at $350,000, and a nine-member board with four investor appointees if signed. For existing shareholders this would be a large dilution; the company says the money would fund drilling, feasibility studies and production preparation.

material agreement

The company sold another $50,000 convertible note on June 2, 2009 to an accredited investor, on the same terms as the earlier offering (up to $1,500,000, 16% interest, $0.30 conversion after June 30, 2009). It also announced a plan to start a small mining (exploitation) program on five acres of its concession, which it says could start as early as August 2009 if it gets enough outside funding, and which it expects could produce enough revenue to continue limited operations and support exploration.

capital raising announcement

The company sold a further $130,000 of convertible notes to three accredited investors as of May 14, 2009, on the same terms as the March offering (up to $1,500,000, $0.30 conversion, 16% interest). It also said it had inadvertently classified the Solidaridad concession deposits as proven and probable reserves in its drilling updates. This contradicts the earlier reserve claims (such as the 311,343 tons proven and 942,559 tons probable): the estimates follow Canadian NI 43-101 standards, but SEC rules (Industry Guide 7) are substantially different.

capital raising announcement

The company adopted a shareholder rights plan on March 17, 2009 (a 'poison pill'): each common share gets a right that becomes exercisable if someone acquires 15% or more of the stock, letting other holders buy at a discount; the rights expire March 17, 2010 unless redeemed earlier. It also sold $100,000 of convertible notes on March 13, 2009 under a new offering of up to $1,500,000, on the same terms as before (16% interest, convertible at $0.30 per share). This follows the earlier $500,000 offering that closed in February.

capital raising announcement

The company sold a final $155,000 convertible note on February 25, 2009, closing the up-to-$500,000 offering (notes sold per these filings: $25,000, $200,000, $120,000 and $155,000, which is $500,000). It also dismissed its auditor Robert G. Jeffrey, CPA and appointed MHM Mahoney Cohen CPAs, with no disagreements reported. The filing notes that the auditor's report on the quarter ended August 31, 2008 raised substantial doubt about the company's ability to continue as a going concern.

capital raising announcement

The company reported hole 10 assays that it says raise proven reserves 12% to 311,343 tons and probable reserves 22% to 942,559 tons, with holes 11 and 14 in progress. 3,200 of the 3,750 meters in the drilling contract are done. It also said Applied Minerals' Michael Floersch submitted a NI 43-101 compliant technical report on November 10, 2008, and that a second drilling phase will explore other targets. A lab supervisor, Carlos Becerra, was hired.

drilling progress report

The company announced, citing Applied Minerals' report, a proven reserve of 199,200 tons across La Sabila Veins 1 and 2, valued by the company at about $57 million at the prices it used, plus a probable resource of 763,088 tons valued at about $319 million. These come from 8 drill holes covering about 5 acres of the concession. This builds on the June plan to commission a NI 43-101 report; the figures are company calculations, and the later November filing refers to the report as 'preliminary'.

drilling progress report

The company said its La Sabila drilling continues to find mineralization, with hole 5 showing multiple sulfide intervals totaling 136 feet; assay results were still pending. It also hired Applied Minerals (Michael Floersch) to prepare a NI 43-101 compliant resource estimate and began building a lab in Morelia, Mexico. A second drill capable of 800 m depth was brought to the property.

drilling progress report

The company's Mexican subsidiary signed a drilling contract with Micro Tuneles y Suministros del Occidente (MTSO) for a campaign at La Sabila (the Solidaridad property) at US$120 per linear meter plus other charges. It guaranteed a minimum of 1,000 meters and a US$50,000 deposit, of which US$20,000 has been paid. This starts the company's own drilling at La Sabila, following the earlier M.I.M. drilling; the attached quotation is for 3,750 meters.

material agreement

The company announced estimated significant gold mineralization at its wholly-owned 3,803-hectare La Sabila project in Michoacan, Mexico, in three zones (Main, North, Cuendao). The Main zone is estimated at 3 million tonnes at 3.0 g/t gold, 20 g/t silver and 0.5% copper to 150 m depth; the press release says these are estimates based on earlier drilling by M.I.M. Holdings (now Xstrata) in 1997-98, not new company drilling. It also took an option on the 300-hectare Tajitos project in Sonora, Mexico.

drilling result