Filed pursuant to Rule 424(b)(3)
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Registration No. 333-210686
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Prospectus Supplement No. 3
to prospectus dated April 20, 2016
This prospectus supplement no. 3 supplements and amends our prospectus dated April 20, 2016, as previously
supplemented by prospectus
supplements no. 1 and no.
2 dated May 16, 2016 and August 15, 2016, respectively, which we refer to collectively as the “prospectus.” The prospectus
relates to the offer and resale of up to 25,000,000 shares of our common stock, par value $0.001 per share, by the selling stockholder,
River North Equity, LLC (“River North”). All of such shares represent shares that River North has agreed to purchase
from us pursuant to the terms and conditions of an Equity Purchase Agreement we entered into with them on March 16, 2016 (the “Equity
Purchase Agreement”). Subject to the terms and conditions of the Equity Purchase Agreement, we have the right to “put,”
or sell, up to $5,000,000 worth of shares of our common stock to River North. This arrangement is also sometimes referred to in
the prospectus as the “Equity Line.” We will not receive any proceeds from the resale of shares of common stock by
River North. We will, however, receive proceeds from the sale of shares directly to River North pursuant to the Equity Line.
This prospectus supplement
no. 3 is filed for the purpose of including in the prospectus our Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 21, 2016, a copy of which is attached. The information set forth in the attached Current Report
on Form 8-K supplements and amends the information contained in the prospectus.
This prospectus supplement
no. 3 should be read in conjunction with, and delivered with, the prospectus and is qualified by reference to the prospectus
except to the extent that the information in this prospectus supplement no. 3 supplements and amends the information contained
in the prospectus.
Our common stock is quoted
on the OTCQB Marketplace operated by the OTC Markets Group, Inc., or “OTCQB,” under the ticker symbol “ECPN.”
On September 19, 2016, the average of the high and low sales prices of our common stock was $0.10 per share.
Investing in our common
stock involves significant risk. See the “Risk Factors” section of the prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if the prospectus or this prospectus
supplement no. 3 is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement no. 3 is September
21, 2016.
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 (Date of earliest event reported):
September 15, 2016
_________________________
EL CAPITAN
PRECIOUS METALS, INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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333-56262
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88-0482413
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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5871 Honeysuckle Road
Prescott, AZ
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86305-3764
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(Address of Principal Executive Offices)
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(Zip Code)
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(928) 515-1942
(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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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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On August 23, 2016, El Capitan Precious Metals,
Inc. (the “Company”) issued a press release announcing that it has reached an agreement in principle on the terms and
conditions for the sale of 600,000 metric tons of head ore. Finalization and publication of the agreement are subject to certain
conditions, including but not limited to the Company successfully repeating the recovery demonstration of the precious metals consistent
with results of the recently completed demonstration. The press release is furnished as Exhibit 99.1 to this report.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Press Release dated September 15, 2016
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SIGNATURES
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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EL CAPITAN PRECIOUS METALS, INC.
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By:
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/s/ Stephen J. Antol
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Date: September 21, 2016
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Name: Stephen J. Antol
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Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated September 15, 2016
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EXHIBIT 99.1
For Immediate
Release
September 15, 2016
For Further Information Contact
:
John F Stapleton | 480-440-1449
El Capitan Precious Metals Announces
Agreement for Sale of 600,000 Metric Tons
of Head Ore
Scottsdale, Arizona – El Capitan Precious Metals, Inc., (OTC/QB:
ECPN) announced today that it has reached an agreement in principle on the terms and conditions for the sale of 600,000 metric
tons of head ore. This agreement is an annual agreement with options to renew for five additional years. Finalization and publication
of this agreement are subject to certain conditions, the most significant of which is that El Capitan successfully repeats the
recovery demonstration of the precious metals, consistent with results of the recently completed demonstration.
The agreement also provides that title to the ore will transfer
to the buyer at the mine site once it is loaded into the transport vehicles provided by the buyer. Prepayment will be provided
for all ore transfers. The required demonstrations are currently being scheduled for this month, thereby satisfying all the conditions
that are required of El Capitan. Details of the agreement will be disclosed when all requirements are met.
In support of the demand for El Capitan ore, the Company has recently
completed the filing of claims on an additional 2,000 acres proximate to the current mining operation site. According to John F.
Stapleton, Chairman and CEO, these new claims had been identified previously by Clyde Smith, Ph.D., geologist and El Capitan Director,
as valuable to the Company’s strategic mining plan.
The Company’s 2016 Shareholders’ Meeting is slated for
September 28, 2016 at The Inn of the Mountain Gods in Ruidoso, New Mexico.
About El Capitan Precious Metals, Inc.:
El Capitan Precious Metals, Inc. is a mining company based in Scottsdale,
Arizona that is principally engaged in the mining of precious metals and other minerals. The Company’s primary asset is
its wholly owned subsidiary El Capitan, Ltd., an Arizona corporation, which holds the 100% equity interest in the El Capitan property
located near Capitan, New Mexico. www.elcapitanpmi.com
Forward-Looking Safe Harbor Statement:
The statements included in this press release concerning predictions
of economic performance and management’s plans and objectives constitute forward- looking statements made pursuant to the
safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act
of 1933, as amended. Forward-looking statements are statements that are not historical facts. Words such as “expect(s),”
“feel(s),” “believe(s),” “will,” “may,” “anticipate(s)” and similar
expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding
the expected completion, timing and results of metallurgical testing, interpretation of drill results, the geology, grade and continuity
of mineral deposits, results of initial feasibility, pre-feasibility and feasibility studies and expectations with respect to the
engaging in strategic transactions. All of such statements are subject to risks and uncertainties, many of which are difficult
to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed
in, or implied or projected by, the forward-looking information and statements. Specifically, there can be no assurance regarding
the timing and terms of any transaction involving the Company or its El Capitan property, or that such a transaction will be completed
at all. In addition, there can be no assurance that periodic updates to the Company’s geological technical reports will support
the Company’s prior claims regarding the metallurgical value and make-up of the ore on the New Mexico property. Additional
risks and uncertainties affecting the Company include, but are not limited to, the possibility that future exploration, development,
testing or mining results will not be consistent with past results and/or the Company’s expectations; discrepancies between
different types of testing methods, some or all of which may not be industry standard; the ability to mine precious and other minerals
on a cost effective basis; the Company’s ability to successfully complete contracts for the sale of its products; fluctuations
in world market prices for the Company’s products; the Company’s ability to obtain and maintain regulatory approvals;
the Company’s ability to obtain financing for continued operations and/or the commencement of mining activities on satisfactory
terms; the Company’s ability to enter into and meet all the conditions to consummate contracts to sell its mining properties
that it chooses to list for sale; and other risks and uncertainties described in the Company’s filings from time to time
with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements
that speak only as of the date hereof, and we do not undertake any obligation to revise and disseminate forward-looking statements
to reflect events or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any events.
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