Item 3.02. Unregistered Sales of Equity Securities.

U.S. Precious Metals, Inc. ("USPR") amended the terms of its private offering of Convertible Promissory Notes as previously disclosed in our Current Reports on Form 8-K, as filed on March 19, 2009, May 20, 2009, and June 5, 2009 (the "Original Offering"). The Original Offering had a maximum offering amount of up to $1,500,000 of Convertible Promissory Notes. USPR has increased the maximum offering amount up to $2,500,000 of Convertible Promissory Notes (the "Revised Offering"). USPR reserves the right to engage a registered broker dealer to assist with the Revised Offering.

USPR sold a $50,000 Convertible Promissory Note on June 29, 2009 (the "Note") to an accredited investor pursuant to the Revised Offering, which sale was not subject to any underwriting discounts or commissions.

The terms of the Note remain substantially similar to the terms of the Original Offering. Those terms are: at the option of the holder, the Note may be converted, at any time after August 31, 2009 (rather than June 30, 2009 as in the Original Offering) and on or before the maturity date, into shares of USPR's common stock ("Common Stock") at a conversion price of $0.30 per share; provided, however, that if USPR is actively negotiating its next financing or if USPR has entered into a definitive agreement providing for a change of control, optional conversion features will not be applicable.

The Note bears simple, annual interest at 16%. The maturity date of the Note is the earlier of (A) an offering of securities by USPR in a transaction or series of related transactions in which at least $10,000,000 in gross proceeds is received by USPR (a "Qualified Financing"), (B) a change of control of USPR, or
(C) the date that is 2 years after the date of issuance of the applicable Note.

If, prior to any optional conversion, USPR completes a Qualified Financing or experiences a change of control, the principal and outstanding interest will automatically convert into shares of USPR's Common Stock at a conversion price of $0.30 per share.

USPR is relying on Rule 506 of Regulation D as the applicable exemption from the registration requirements of the Securities Act of 1933. The Offering is being made only to "accredited investors," as such term is defined in Rule 501 of Regulation D.

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