On May 29, 2009, the Board of Directors of U.S. Precious Metals, Inc. (the "Company") approved a grant of shares of common stock, par value $0.00001, in the amounts set forth below to the Company's named executive officers and each member of the Board. The below grants are in lieu of cash compensation for services rendered to the Company during calendar year 2009.

       Name                       Title                   Number of Shares Granted

  Jesus Oliveras         Chief Financial Officer               250,000 shares
   David Burney                 President                      250,000 shares
  M. Jack Kugler   Chief Executive Officer and Director        500,000 shares
    Jerry Pane                   Director                      250,000 shares
  Brian Russell                  Director                      250,000 shares
   Sheldon Baer                  Director                      250,000 shares

The Company is currently scheduled to issue the shares of Common Stock sometime in the first calendar quarter of 2010.

The Board also approved an annual base salary for M. Jack Kugler of Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00) for the fiscal year ending May 31, 2010 in connection with services rendered in his capacity as Chief Executive Officer and Chairman of the Board. This salary will accrue until it becomes payable. It will be payable only if, when and to the extent the Company retains a minimum balance in its operating account of at least $1,000,000. If at any time the Company's operating account does not contain $1,000,000, Mr. Kugler will not receive payment of his salary unless and until the Company's operating account again contains $1,000,000.