UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 9, 2015
(Date of earliest event reported)
U.S. PRECIOUS METALS, INC.
(Exact name of registrant as specified
in its charter)
| Delaware |
000-50703 |
14-1839426 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer I.D. No.) |
15122 Tealrise Way, Lithia, FL 33547
(Address of Principal Executive Offices)
(407) 566-9310
(Registrant's telephone number, including
area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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))
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Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2015, Mr. Gennaro Pane resigned as the Company’s
Chairman and Chief Executive Officer and as a director of the Company. On that same date, the Board of Directors appointed Former
Ambassador Hans Hertell as the Company’s new Chairman and Mr. Scott Hartman as the Company’s new Chief Executive Officer.
Mr. Pane did not resign as a result of any disagreement with the Company regarding its operations, policies or practices.
Former Ambassador Hertell was appointed to the Company’s
Board of Directors on May 31, 2013 and was named President of the Company on September 4, 2013. Mr. Hartman was appointed to the
Company’s Board of Directors and named Director of Mergers and Acquisitions on November 5, 2014. Messrs. Hertell and Hartman
will act in such officer capacities on a part-time basis. As of the date of this report, the Company and each of Mr. Hertell and
Mr. Hartman have not reached an arrangement regarding their compensation for their respective officer roles.
Existing Agreements with Mr. Hertell.
Effective August 28, 2013, the
Company entered into an Employment Agreement with Mr. Hertell in his role as President of the Company and a Consulting Agreement
with Hertell Group, LLC. (“Hertell Group”).
Mr. Hertell is the sole officer and member of Hertell Group.
Under the Employment Agreement, among other terms, Mr. Hertell has the right to receive an annual salary of $500,000 and 1,000,000
shares of common stock. Under the Consulting Agreement, the Hertell Group has
agreed to provide certain consulting services and in exchange received 9,000,000 shares of common stock of the Company.
Please refer to the Company’s Form 8-K filed on September 10, 2013 for a more complete description of the terms and conditions
of the Employment Agreement and Consulting Agreement.
Existing Agreement with Mr. Hartman.
Effective November 5, 2014, the Company entered an agreement
with Mr. Hartman as Director of Mergers and Acquisition of the Company. Pursuant to the Agreement, among other terms, Mr. Hartman
will receive 1,000,000 shares of common stock of the Company, and in addition upon the closing of a fundamental transaction in
which the Company or its properties are sold to third parties, the Company will pay Mr. Hartman a successful efforts fee of 2%
of the sales price, provided that the total fees payable by the Company in the transaction do not exceed 5%.
As of the date of this Report, except as stated herein, the
Company has no written or oral agreements with the above officers regarding compensation or any other form of remuneration. There
are no family relationships between the above named officers and any other officers and/or directors. Except as stated herein and
in our prior filings with the Securities and Exchange Commission, there have been no transactions since the beginning of our last
fiscal year, or any currently proposed transaction, in which we were or are to be a participant, exceeding $120,000 and in which
our new officers had or will have a direct or indirect material interest. There is no material plan, contract or arrangement (whether
or not written) to which the above named officers are a party or in which each party participates that is entered into or a material
amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under
any such plan, contract or arrangement in connection with any such event.
Item 7.01 Regulation FD Disclosure.
On January 12, 2015, the Company issued the press release
attached hereto as Exhibit 99.1.
The information in this Item 7.01 of this Current Report
is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form
8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any
general incorporation language in such filing. The filing of this report and the furnishing
of this information pursuant to Item 7.01 do not mean that such information is material or that disclosure of such information
is required.
Item 9.01. Financial Statements
and Exhibits.
99.1 Press Release of the Company dated
January 12, 2015.
SIGNATURE
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.
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U.S. PRECIOUS METALS, INC. |
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By: |
/s/ Scott Hartman |
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Name: Scott Hartman |
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Title: Chief Executive Officer |
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Date: January 12, 2015 |
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US PRECIOUS METALS, INC. (USPR) ANNOUNCES APPOINTMENT OF AMBASSADOR
HANS HERTELL AS CHAIRMAN AND SCOTT HARTMAN AS CHIEF EXECTIVE OFFICER
New York, NY- January 12, 2015- US Precious Metals, Inc. (OTCQB:
USPR) announces that on January 9, 2015 Former Ambassador Hans H. Hertell has become Chairman of its Board of Directors and Mr.
Scott Hartman has become its Chief Executive Officer.
An attorney with over 30 years experience in government, public affairs,
business, and banking, Ambassador Hans H. Hertell was sworn in as the United States Ambassador to the Dominican Republic on November
8, 2001. At the time, the Dominican Republic was the fourth largest trading partner of the United States in the Western Hemisphere
after Canada, Brazil, and Mexico, and the largest economy in Central America and the Caribbean. When he finished his tour on May
1, 2007, Ambassador Hertell was the second longest serving U.S. Ambassador in the world.
Mr. Scott Hartman has over 20 years of experience as an executive (including Chief Executive
Officer roles) and board member of both public and privately held businesses. Mr. Hartman has been one of the founders of two different
private equity firms and founded his own merchant bank, Hartman Investments, LLC, in 1999. Hartman Investments, LLC makes control
and non-control equity investments in micro-cap companies in various industries, sources debt and equity growth capital to small
and micro-cap businesses. Additionally, Mr. Hartman manages assets through the Encore Advisors Platform for high-net worth individuals,
corporations, endowments and foundations.
On that same date, Mr. Jerry Pane resigned as Chairman, Chief Executive
Officer, and member of its Board of Directors due to health reasons.
Ambassador Hertell stated, “I am delighted to assume the role of
Chairman of the Board of Directors of USPR as we move to prove our asset in Michoacán, Mexico.”
Mr. Scott Hartman said, ”On behalf myself and our shareholders,
I want to thank Jerry Pane for leading USPR for the last 3 plus years. During his tenure, Mr. Pane has assembled a stellar Board
of Directors, completed satellite imaging of our property along with completing the ground analysis of some of the 71 imaged anomalies.
Mr. Hartman went on to say, ”We will miss Mr. Pane who has substantially improved the positioning of USPR in the marketplace.”
Mr. Hartman continued, “I am excited to become CEO of USPR as we
prepare to enter the drilling stage in the near future and to “prove” this valuable asset. I will keep our shareholders
informed of all our progress as we move forward”.
For further information, visit the Company’s website: www.usprgold.com.
This press release may contain certain "forward-looking statements" relating
to the business of U.S. Precious Metals, Inc. and its subsidiary. All statements, other than statements of historical fact included
herein are "forward-looking statements" including statements regarding the Company's short term business and operations,
the general ability of the Company to achieve its commercial objectives, the business strategy, plans and objectives of the Company
and its subsidiaries; and any other statements of non-historical information. These forward-looking statements are often identified
by the use of forward-looking terminology such as "believes," "expects", “intended” or similar
expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may
prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the
date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking
statements as a result of a variety of factors, including those discussed in the Company's annual report of Form 10-K and its periodic
reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking
statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors.
Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Investment & Company Information
Contact:
Steve Chizzik
Investor relations
The Verrazano Group, LLC
+1(973) 232 5132