20 Aug 2026listing compliance notice▼ BadMajor
Texas Mineral Resources Corp. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
14 Aug 2026business combination● NeutralMajor
The USAR merger closed on August 7, 2026. Each TMRC share was converted into 0.043279843 of a USAR share (3,823,328 USAR shares divided by 88,339,693 fully diluted TMRC shares), with cash paid for fractions. TMRC was merged into DyTb, LLC (formerly Hamer Merger Sub, LLC), a USAR subsidiary, and its directors and officers stepped down. The Santa Fe Gold silver option agreement was terminated, TMRC shares were withdrawn from the OTCQB, and a Form 15 is planned to end SEC reporting. This resolves the merger thread and ends the Santa Fe silver JV thread.
17 July 2026business combination● Neutral
In response to two stockholder lawsuits (Malone, filed July 7, 2026, and Turner, filed July 8, 2026, in New York) and several demand letters claiming the USAR merger proxy was misleading, TMRC added extra disclosures to the proxy for the July 28 vote, while denying any were required. The additions include management's Round Top projections prepared Feb 26, 2026: gross revenue of $794 million a year from 2029 to 2032, capital spending of $455 million in 2027 and $845 million in 2028, and TMRC cash calls of $41.3 million and $43.3 million, assuming a 13.0% ownership interest at year end 2026. The filing says these figures are not reliable predictions. This continues the merger thread; the deal was still pending and the terms were unchanged.
29 June 2026business combination● NeutralMajor
The final proxy statement, dated June 29, 2026, calls a virtual stockholder meeting for July 28, 2026 (record date June 2) to vote on the USAR merger. Approval needs a majority of outstanding TMRC shares, the board recommends voting for it, and closing is expected by the third quarter of 2026. Each TMRC share converts into a fraction of a USAR share equal to 3,823,328 divided by fully diluted TMRC shares at closing; USAR closed at $24.64 on June 18, 2026. This continues the merger thread; the deal is not yet completed in this filing.
5 Mar 2026business combination● NeutralMajor
On March 4, 2026 TMRC agreed to be acquired by USA Rare Earth, Inc. (USAR), its partner in the Round Top venture, through two mergers. TMRC shares would be cancelled and swapped for a pro rata share of 3,823,328 USAR shares in total, so the per-share amount depends on TMRC's share count at closing. It needs a TMRC stockholder vote and other conditions, including transferring certain assets to CEO Daniel Gorski to pay off debt between him and a TMRC subsidiary. A $3,250,000 termination fee can be payable by TMRC in some cases, and directors and officers signed voting support agreements. This is a pending deal, not yet completed.
23 Feb 2026capital raising announcement● NeutralMajor
Between February 17 and 23, 2026, holders of the remaining 8,880,000 February 2025 warrants exercised them without paying cash and received 6,187,472 shares; no warrants from that deal remain. This closes the warrant thread but adds shares to the count, with no cash coming in. The company also issued 111,729 shares to directors in lieu of fees on January 5, 2026.
15 Oct 2025capital raising announcement● Neutral
On October 9, 2025 the rest of that same warrant was exercised for 1,000,000 shares and $300,000 in cash. On October 15 the company also issued 123,132 shares to directors in lieu of cash fees and 257,407 shares to a director on a cashless option exercise.
19 Sept 2025capital raising announcement● Neutral
On September 15, 2025 a holder partially exercised one of the February 2025 warrants, buying 500,000 shares for $150,000 in cash ($0.30 each). This continues the warrant thread and adds shares and a small amount of cash.
11 Aug 2025capital raising announcement● NeutralMajor
All $1,098,000 of the February 2025 convertible notes were converted into 3,660,000 shares at $0.30 (conversions between July 28 and August 9, 2025), so the notes are extinguished before their Aug 10, 2025 maturity. This resolves the repayment question; the 10,980,000 warrants stay outstanding, and the company also issued 164,327 shares to directors in lieu of cash fees on July 22, 2025.
20 Feb 2025capital raising announcement▼ BadMajor
The $848,000 loan closed on Feb 20, 2025, with the notes and warrants issued as described in the Feb 12 filing. TMRC also entered a further identical loan on Feb 18 for $250,000 from two investors (one is Mr. Wall's son-in-law, lending $50,000), with notes convertible into up to 833,333 shares and warrants for 2,500,000 shares at $0.30. Total borrowing is now $1,098,000, all due Aug 10, 2025, with added potential dilution.
12 Feb 2025capital raising announcement▼ BadMajor
TMRC agreed on Feb 10, 2025 to borrow $848,000 from thirteen investors through interest-free unsecured notes due Aug 10, 2025, convertible at $0.30 per share (up to 2,826,667 shares). The lenders also get warrants for up to 8,480,000 shares at $0.30, exercisable to Feb 10, 2030. Proceeds are for general corporate purposes including general and administrative expenses. Directors lend $203,000 in total (Marchese $100,000, Wall $75,000, Gorski $20,000, Malhotra $8,000) and Marchese's family members lend $225,000, so conversion and warrant exercise would dilute existing shareholders.
30 May 2024material agreement▲ GoodMajor
Standard Silver amended its 2021 agreement with Santa Fe Gold, widening the project area from 80 acres to about 1,600 acres. The feasibility study is redefined as one the parties will pursue by mutual best efforts toward a financing facility, and Santa Fe gave Standard Silver a right of first refusal if it sells its claims. The press release says a drilling permit application has been submitted to New Mexico and that about 55 holes are planned. The JV is still only potential, and the filing does not mention Greentech.
27 June 2023material agreement▼ BadMajor
TMRC and USA Rare Earth amended the agreement governing Round Top Mountain Development, LLC (TMRC 20%, USARE 80%). If TMRC does not fund its share of monthly cash calls, USARE can cover the shortfall and TMRC's stake is reduced by the shortfall divided by TMRC's market capitalisation, but not below 3%. USARE would also get a priority distribution to be repaid for any shortfall that would have taken TMRC below 3%. This sets out the dilution mechanism that was an open thread for TMRC's Round Top stake.
10 Nov 2021material agreement▲ GoodMajor
TMRC's new subsidiary Standard Silver Corp. signed an agreement with Santa Fe Gold to explore a silver property in the Black Hawk Mining District, Grant County, New Mexico (about 1,300 acres). If exploration and a feasibility study succeed, a joint venture would follow with TMRC as operator owning 50.5% and Santa Fe 49.5%. Greentech Minerals Holdings agreed to fund the initial exploration and feasibility study, estimated at about $6.5 million, and in return could receive 20% of TMRC's initial JV equity (about 10.1% of the JV), plus another 20% if it funds roughly $15 million of project capital spending. This is a new silver project separate from Round Top.
21 May 2021material agreement● NeutralMajor
On May 17, 2021, the company and USA Rare Earth (successor to Morzev, which held the 2018 option on Round Top) put the Round Top assets into Round Top Mountain Development, LLC, owned 80% by USA Rare Earth and 20% by the company. This carries out the option: USA Rare Earth contributes about $3,761,750 in cash (the balance of the $10 million spending requirement) and the Pilot Plant, and owes the company $3 million on exercising its option for the extra 10%. USA Rare Earth manages the venture; the company has one of three committee seats (Dan Gorski) and will be diluted if it does not fund cash calls.
6 Mar 2020auditor change● Neutral
The company's auditor LBB & Associates resigned on March 2, 2020 after the SEC suspended it effective February 6, 2020, and Ham, Langston and Brezina, L.L.P. was appointed on March 6, 2020. The filing says LBB's reports for fiscal 2018 and 2019 were clean and there were no disagreements.
9 Jan 2020listing compliance notice▼ Bad
Texas Mineral Resources Corp. withdrew a registration statement, abandoning the offering it covered.
11 Dec 2015capital raising announcement▼ BadMajor
The company closed a private placement of 3,297,500 units at $0.20 with 12 investors for about $659,500; each unit has one share and two $0.35 warrants expiring December 7, 2020. Two unsecured $40,000 notes that were due November 24, 2015 were settled by issuing 200,000 units each, and Southwest Range & Wildlife Foundation took 50,000 units for $10,000 of lease payments owed. The filing says the June 1, 2015 $45,000 payment to Southwest had not been paid, which is a missed payment under the 2013 lease deal.
30 Nov 2015material agreement● Neutral
The company and K-Tech amended the ReeTech deal (effective August 27, 2015). The company can now also earn its up-to-49.9% stake through revenue from third-party clients it brings in, not just cash. In exchange, K-Tech controls two of three managers and takes all profits until the company reaches 49.9%. The $5.0 million plant license fee now covers up to 3,000 metric tons a year of rare earth oxides, with a further fee to be negotiated above that.
21 July 2015material agreement● NeutralMajor
The company formed a joint venture, ReeTech, LLC, with K-Technologies to develop K-Tech's ion exchange technology for extracting rare earths. K-Tech holds 97.21% and the company 2.79% for a $391,000 cash payment; the company can earn up to 49.9% by contributing up to $7.0 million on milestones, with the first phase about $2 million and no further obligation if phase one milestones are missed. The company would also owe a one-time $5 million fee at start-up of its first processing plant to use the technology.
27 Jan 2015material agreement● NeutralMajor
The company closed its rights offering, raising about $940,000 gross from 4,272,270 units at $0.22. Each unit has one share, a $0.35 five-year Class A warrant and a $0.50 five-year Class B warrant, and a warrant agreement was signed January 21, 2015. The stated uses are the Round Top hydrometallurgy plan and general corporate expenses; more shares and warrants add dilution.
23 Dec 2013resource reserve update● NeutralMajor
The company received an updated Preliminary Economic Assessment for its Round Top rare earth project (effective November 30, 2013, dated December 20, 2013), prepared by Gustavson Associates and Resource Development, Inc., and furnished it as an exhibit. This updates the June 2012 assessment. The filing text does not state any figures from the assessment, so its results are not known from this filing.
12 Mar 2013asset acquisition disposition● NeutralMajor
The company took an assignment of a state surface lease (SL20040002) covering 54,990.11 acres in Hudspeth County, Texas from Southwest Range & Wildlife Foundation; closing was March 8, 2013. In return it pays $500,000 cash, issues 1,063,830 shares, and makes ten annual $45,000 payments starting by June 1, 2013 for Rio Grande Basin conservation, so there is some dilution and a long-term payment obligation.
28 Jan 2013material agreement● Neutral
On January 22, 2013 the company hired Chemetals, Inc. under a two-year consulting agreement to supply contacts for parties it might sell assets to or make other strategic deals with for cash or non-securities consideration. Chemetals earns a 2% cash fee plus options at $1.00 (500,000 to 2,000,000 depending on deal size) only if an introduced deal closes. The company keeps sole authority to offer any deal, and the filing does not say a sale is planned.
26 June 2012resource reserve update● NeutralMajor
The company furnished its Preliminary Economic Assessment for the Round Top project (dated June 22, 2012, effective May 15, 2012), the report flagged in the earlier chairman filing. The excerpt provided is truncated before any resource, cost or economic figures, so none are stated here; the filing cautions that inferred resources are highly uncertain and not reserves. The signature block names Midway Gold Corp., apparently a template error (inference).
13 June 2012resource reserve update● Neutral
Anthony Marchese stepped down as non-executive Chairman on June 7, 2012 but stays a director; the filing says the chair should have mineral project operations experience as the company moves toward an operational focus on Round Top. Director James Graham (on the board since April 2011) became interim chairman while a permanent one is sought. A Preliminary Economic Assessment for Round Top is expected later in June.
6 Feb 2012material agreement● Neutral
The company agreed with Highline Capital to extend Highline's right to have one nominee appointed to the board, continuing a right from the January 25, 2011 Shareholders Agreement that expired January 25, 2012. The extended right ends on the earlier of May 31, 2012 or when Highline and affiliates hold under 250,000 shares.
10 June 2011capital raising announcement▲ GoodMajor
On June 9, 2011 investors funded the exercise of the remaining options for 3,200,000 shares at $2.50, bringing $8,000,000 and an aggregate of $15,600,000 across the May and June exercises. Shares outstanding are now 33,836,259, and new five-year warrants for 3,200,000 shares were issued. The company says this funds its expected $16-18 million capital needs through 2012 and lets it speed up work at Round Top (drilling, metallurgical testing); this completes the option round begun in February. Broker commissions were $160,000 plus warrants for 128,000 shares. Marc LeVier is named CEO in the press release.
6 June 2011capital raising announcement▲ GoodMajor
On May 31, 2011 investors exercised options to buy 3,040,000 shares at $2.50, giving the company $7,600,000. This follows through on the option granted in the early-2011 placements. The investors also received five-year warrants for 3,040,000 shares at $2.50 (up to $7.6 million more if exercised), and brokers got a 10% cash commission plus warrants for 608,000 shares, so existing holders are diluted.
15 Feb 2011capital raising announcement▲ GoodMajor
Texas Rare Earth Resources closed a further $2.0 million private placement on February 9, 2011 with an institutional investor: 800,000 shares at $2.50 plus a five-year warrant for 800,000 shares at $2.50. The investor also got a four-month option to buy up to 3,200,000 more shares at $2.50 with matching warrants, which could add more shares later. Total raised in this round reaches $4 million, to be used mainly for the Round Top project in Hudspeth County, Texas; a $120,000 finders' fee and a 136,000-share warrant were also agreed.
What it means for a shareholder
800,000 new shares at US$2.50 to raise about US$2.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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