U.S. Precious Metals, Inc. ("USPR") sold an additional $50,000 Convertible Promissory Note on June 2, 2009 (the "Note") to an accredited investor pursuant to a private offering by USPR of up to $1,500,000 of Convertible Promissory Notes (the "Offering"), which Offering is not subject to any underwriting discounts or commissions.

The terms of the Note are the same as previously disclosed in our Current Report on Form 8-K, as filed on March 19, 2009. Those terms are: at the option of the holder, the Note may be converted, at any time after June 30, 2009 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.

The information set forth under "Item 8.01 Other Events" of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.

On June 5, 2009, USPR issued a press release in which it announced that it had revised its expectations for operations as previously announced on December 3, 2008. A copy of the Press Release, dated June 5, 2009, is attached to this Form 8-K as Exhibit 99.1. Such press release is incorporated by reference into this Form 8-K in its entirety.

Item 9.01 Financial Statements and Exhibits.

               (d) Exhibits

               Exhibit Number   Description


                    99.1        Press Release, dated June 5, 2009.