Texas Mineral Resources Corp.

Texas Mineral Resources Corp. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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 The Santa Fe Gold silver option agreement was terminated, TMRC shares were withdrawn from the OTCQB, and a Form 15 is planned to end SEC reporting.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.

business combination

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.

business combination

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.

business combination

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

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.

material agreement

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.

material agreement

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.

material agreement

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.

material agreement

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.

capital raising announcement

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.

material agreement

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.

material agreement

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.

resource reserve update

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.

asset acquisition disposition

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).

resource reserve update

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement