Warning Notice to Shareholders

To Shareholders:

Please be advised that it has come to our attention that a former CEO, Jerry Pane, (terminated from the company for cause in January 2015) has been sending emails to many of our company’s shareholders making outlandish claims that some scheme is at work against him. He is also making the false statement that he is in someway authorized by the company to contact shareholders for purposes of correcting a “self-alleged” share imbalance.  

Know that Jerry Pane has no affiliation with the company at all. Specifically, he is not a shareholder, employee, officer, director or authorized representative for U.S. Precious Metals.  He has no authority to act on behalf of the company, nor does he have any authority to speak for the company. The fact is Genarro “ Jerry” Pane is currently a defendant in a litigation brought by the company against him for his time as CEO and Chairman for fraud, embezzlement, and the misappropriation of shareholder funds, among other counts (See U.S. Precious Metals, Inc v. Genarro “Jerry” Pane and David Cutler; Florida Case No: 2018-000003-CA-01).

Further, Jerry Pane has been trying to convince some of our shareholders that there is some clandestine scheme against him, but provides no details. Instead, he states that he seeks to raise capital from current investors/shareholders and transfer the company into a private shell corporation that he creates and reigns control over for the benefit of shareholders. He is seemingly deranged; or arguably, all this is in an effort to thwart the lawsuit filed against him by changing the company’s current management path, and replacing it with a new group willing to drop the litigation against him.  Please know, in either case his tactics will not dissuade our fervency to recover any and all misappropriated funds.

The fact is that during the process of reviewing and reconciling the accounting records, in an effort to get USPR back to full reporting status, we have uncovered numerous payments to Mr. Pane’s personal accounts or expense account, all the while he is reporting for his entire tenure that he never took a salary from the company in the 10K filings made to the SEC. This fact is unequivocal, and the misappropriation of shareholder capital irreconcilable with earnest and fiduciary conduct rightfully due our shareholders, as well as the general public.

The fact is USPR will show that Defendant Jerry Pane used U.S. Precious Metals, Inc, as his own personal piggy-bank for years to support his lavish lifestyle while he was the CEO and Chairman of our company, as well as conducting a host of other illicit activities.  

Furthermore, it seems Jerry Pane is under some false sense of assigned authority to which he thinks he is somehow an agent for the company; thereby authorized to act to correct a “self-alleged” share imbalance. Please know the company is aware of this “alleged” claim and is diligently examining the matter to see if there is any truth to it. But what is most important to know is that Jerry Pane is under no authority to act as a representative in any capacity for USPR. He was voted and terminated from his position as CEO and Chairman in disgrace in January 2015. He subsequently resigned his Board position in order to soften his dishonor. His continued efforts to regain some foothold in our company is rising to the level of tortious interference of business. Accordingly, Jerry Pane has recently been issued a Cease & Decease Notice to stop his unsubstantiated rants, in hopes that further action to stop his discourse will not be necessary.  

In furtherance, this Warning Notice is being issued to make sure that no more of our shareholders fall victim to Defendant Pane’s disingenuous ways. Specifically, Jerry Pane was recently sued for defrauding one of our shareholders out of $260,000.00 claiming that he had access and control to a “Riverbed project” on our concessions in Mexico. The fact is that there never was a “Riverbed project” approved by the company, nor any plans or permits in place to begin a mineral extraction program. When this shareholder learned that no Riverbed project existed, he demanded Jerry Pane provide an accounting of his money; Pane has refused to do so to this day.  All that can be shown is that the money was transferred into Jerry Pane’s personal bank account. This shareholder has recently filed a lawsuit against Jerry Pane for civil fraud, fraud-in-the-inducement, among other charges. (See Keith Ritson v. Jerry Pane New Jersey Case No. L 58.18).  

Regardless of our efforts to curb his lunacy, I fear Jerry Pane will willfully violate our Cease & Desist Demand, and defiantly send numerous emails out to our shareholders all hours of the day and night claiming some conspiracy theory is against him, but the fact is he has never once stated where the USPR money went, or how the money that hit his account was spent. And it is for this reason that he is desperate to derail this lawsuit and inquiry into the misappropriation of now over a million dollars of shareholder capital. He would rather email tall tales of “men in masks” coming to his home in the middle of the night, and his pleas of sympathy for his personal financial disarray now that he can no longer find a trusting and unwitting new investor to prey upon.  Please know, the days of this man exploiting this company and its shareholders have come to an end.

So my fellow shareholders, please take warning of this man and his tortious efforts to somehow regain an influence and control over our company. He was thrown out of the company in January 2015 for good reason. He is a desperate man, willing to do or say anything, no matter how absurd or baseless to try and appeal to your remotest sense of conspiracy, in an effort to derail the litigation against him and the fact that he is no longer a part of this company —- or its future. The fact is Jerry Pane had a chance to further this company, and squander it for his own personal and ill-gotten gain. Eight years and millions of dollars gone, and not one single drill-hole in the ground: it is egregious in the best light and in the darkest shadows … criminal. In a resounding way, I would like to tell this man: ‘you had your chance to build this company and you were an abject failure.’ It is long overdue for qualified and disciplined management to take this company to the heights it deserves.

Please know that during the time I have served alongside executive management,  we have not issued a single share of company stock. Therefore, if Jerry Pane’s “self-alleged” share imbalance occurred it was under our predecessors, or the eight years that Jerry Pane served the company as CEO and Chairman. However, should any shareholder have been provided empirical evidence by Jerry Pane that a share imbalance has truly taken place, with specific details as to dates, amounts, issuances, and/or any other proof demonstrating this supposition, please forward any such information to: chernandez@USPR-Holdings.com  

As of this date, this self-proclaimed “agent” for the company, purportedly assigned to correct an alleged share imbalance for you the shareholders; has failed to contact the company with any proof or documentation that a share imbalance exists. He has sent no documentation as to the amount of the imbalance, when it occurred, how long has it existed, etc. He has provided the company absolutely nothing to support his claim. Certainly, if he was truly working on behalf of the company, he would share this vital information with the company so it could be corrected. Yet, Jerry Pane has not done this, but would rather contact you directly and try to convince you that some cynical conspiracy against him is at work, and that its in the best interest for shareholders to rally behind this charlatan. Please do not fall for his newest deceitful stratagem.  

In closing, be WARNED that Jerry Pane is a convicted felon for drug trafficking, had his license (Series 7) to sell securities revoked by FINRA for structuring in a fraudulent precious metal stock transaction to the general public, and is currently a defendant in a lawsuit issued by the company for fraudulent conduct and the misappropriation of investor funds. He is also being sued by a fellow shareholder for recently swindling him out of over a quarter million dollars for a “riverbed project” that he claimed he was working on with USPR —- that did not exist. I truly hope no more of our shareholders fall victim to this man and his skullduggery ways.

Sincerely,

Carlos Hernandez
Board of Directors
U.S. Precious Metals, Inc.

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