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UNITED STATES 

 SECURITIES AND EXCHANGE COMMISSION 

 Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2022

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______to ______

 

Commission file number: 000-53482

 

TEXAS MINERAL RESOURCES CORP.  

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   87-0294969
(State of other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
539 El Paso Street    
Sierra Blanca, Texas   79851
(Address of Principal Executive Offices)   (Zip Code)
     
(915) 369-2133
(Registrant’s Telephone Number, including Area Code)
 
(Former Name, Former Address and Former Fiscal
Year, if Changed Since Last Report)

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

☐ Large accelerated filer ☐ Accelerated filer
☐ Non-accelerated filer ☒ Smaller reporting company
☐ Emerging growth    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

 

Number of shares of issuer’s common stock outstanding as of July 7, 2022: 72,863,221.

 

 

 

 

 

 

Table of Contents

 

  Part I Page
Item 1 Financial Statements (Unaudited) 3
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
Item 3 Quantitative and Qualitative Disclosures About Market Risk 19
Item 4 Controls and Procedures 19
  Part II  
Item 1 Legal Proceedings 20
Item 1A. Risk Factors 20
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3 Defaults upon Senior Securities 20
Item 4 Mine Safety Disclosures 20
Item 5 Other Information 20
Item 6 Exhibits 21
     
Signatures 23

 

2

 

 

PART I. FINANCIALS

 

TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   May 31,
2022		   August 31,
2021		 
ASSETS          
           
CURRENT ASSETS          
Cash and cash equivalents  $3,541,914   $5,106,653 
Prepaid expenses and other current assets   41,523    73,029 
           
Total current assets   3,583,437    5,179,682 
           
Property and equipment, net   25,598    30,834 
Mineral properties, net   416,206    181,755 
Deposits   7,500    12,620 
           
TOTAL ASSETS  $4,032,741   $5,404,891 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
CURRENT LIABILITIES          
Accounts payable and accrued liabilities  $265,354   $191,394 
Advances due to related party   5,000    10,000 
           
Total current liabilities   270,354    201,394 
           
Total liabilities   270,354    201,394 
           
COMMITMENTS AND CONTINGENCIES          
           
SHAREHOLDERS’ EQUITY          
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and oustanding as of May 31, 2022 and August 31, 2021   —    — 
Common stock, par value $0.01; 100,000,000 shares authorized, 72,752,453 and 71,934,065 shares issued and oustanding as of May 31, 2022 and August 31, 2021, respectively   727,525    719,341 
Additional paid-in capital   41,966,768    41,332,478 
Accumulated deficit   (38,931,906)   (36,848,322)
           
Total shareholders’ equity   3,762,387    5,203,497 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $4,032,741   $5,404,891 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

3

 

 

TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Nine and Three Months Ended May 31, 2022 and 2021

(Unaudited)

 

                             
   Nine Months Ended   Three Months Ended 
   2022   2021   2022   2021 
OPERATING EXPENSES                    
Exploration costs  $1,101,604   $159,755   $519,853   $63,408 
General and administrative expenses   986,642    1,080,184    295,360    345,307 
                     
Total operating expenses   2,088,246    1,239,939    815,213    408,715 
                     
LOSS FROM OPERATIONS   (2,088,246)   (1,239,939)   (815,213)   (408,715)
                     
OTHER INCOME (EXPENSE)                    
Gain on sale of interest in mineral properties   —    3,326,899    —    3,326,899 
Grant income, net of grant related expenses   93    11,078    —    — 
Other income (expense)   4,569    4,067    1,203    716 
                     
Total other income (expense)   4,662    3,342,044    1,203    3,327,615 
                     
NET INCOME (LOSS)  $(2,083,584)  $2,102,105   $(814,010)  $2,918,900 
                     
Net income (loss) per share:                    
Basic  $(0.03)  $0.03   $(0.01)  $0.04 
Diluted  $(0.03)  $0.03   $(0.01)  $0.04 
                     
Weighted average shares outstanding:                    
Basic   72,259,396    71,558,951    72,410,326    71,697,503 
Diluted   72,259,396    72,844,871    72,410,326    73,051,883 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

4

 

 

TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CASHFLOWS

For the Nine Months Ended May 31, 2022 and 2021

(Unaudited)

 

   2022   2021 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income (loss)  $(2,083,584)  $2,102,105 
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
Stock based compensation   136,505    606,107 
Common stock and stock options issued for services   267,469    — 
Gain on sale of interest in mineral properties   —    (3,326,899)
Depreciation expense   5,236    2,327 
Changes in current assets and liabilities:          
Prepaid expenses and other current assets   31,506    67,349 
Accounts payable and accrued liabilities   68,960    (265,712)
           
Net cash used in operating activities   (1,573,908)   (814,723)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Proceeds from sale of interest in mineral properties   —    3,000,000 
Purchases of property and equipment   —    (34,907)
Purchases of mineral properties   (234,451)   (212,444)
Refund (payment) of deposit   5,120    (5,120)
           
Net cash (used in) provided by investing activities   (229,331)   2,747,529 
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Advances from related parties   —    148,826 
Proceeds from exercise of common stock warrants and options   238,500    81,300 
           
Net cash provided by financing activities   238,500    230,126 
           
NET CHANGE IN CASH AND CASH EQUIVALENTS   (1,564,739)   2,162,932 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   5,106,653    2,746,451 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD  $3,541,914   $4,909,383 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION          
           
Interest paid  $—   $— 
           
Taxes paid  $—   $— 
           
NON-CASH INVESTING AND FINANCING ACTIVITIES:          
           
Common stock issued as payment of accrued expenses  $—   $92,500 
           
Advances from related parties assumed in sale of interest in mineral properties  $—   $729,227 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

5

 

 

TEXAS MINERAL RESOURCES CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Nine Months Ended May 31, 2022 and 2021

(Unaudited)

 

                   Additional         
   Preferred Stock   Common stock   Paid-in   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
Balance at August 31, 2021   —   $—    71,934,065   $719,341   $41,332,478   $(36,848,322)  $5,203,497 
                                    
Common stock and stock options issued for services   —    —    —    —    129,788    —    129,788 
Stock based compensation   —    —    41,231    412    41,090    —    41,502 
Net loss   —    —    —    —    —    (338,862)   (338,862)
                                    
Balance at November 30, 2021   —    —    71,975,296    719,753    41,503,356    (37,187,184)   5,035,925 
                                    
Common stock and stock options issued for services   —    —    —    —    78,896    —    78,896 
Stock based compensation   —    —    31,218    312    41,190    —    41,502 
Warrant conversion   —    —    570,001    5,700    165,300    —    171,000 
Net loss   —    —    —    —    —    (930,712)   (930,712)
                                    
Balance at February 28, 2022   —    —    72,576,515    725,765    41,788,742    (38,117,896)   4,396,611 
                                    
Common stock and stock options issued for services   —    —    —    —    58,785    —    58,785 
Stock based compensation   —    —    25,938    260    53,241    —    53,501 
Common stock issued upon exercise of options and warrants   —    —    150,000    1,500    66,000    —    67,500 
Net loss   —    —    —    —    —    (814,010)   (814,010)
                                    
Balance at May 31, 2022   —   $—    72,752,453   $727,525   $41,966,768   $(38,931,906)  $3,762,387 
                                    
Balance at August 31, 2020   —   $—    71,323,278   $713,233   $40,376,847   $(38,892,524)  $2,197,556 
                                    
Stock based compensation   —    —    —    —    190,367    —    190,367 
Common stock issued as payment of accrued director’s fees             61,936    619    91,881    —    92,500 
Warrant conversion   —    —    —    —    24,500    —    24,500 
Net loss   —    —    —    —    —    (339,683)   (339,683)
                                    
Balance at November 30, 2020   —    —    71,385,214    713,852    40,683,595    (39,232,207)   2,165,240 
                                    
Stock based compensation   —    —    40,042    400    203,922    —    204,322 
Cashless exercise of warrants and options   —    —    169,506    1,696    (1,696)   —    — 
Issuance of common stock previously unissued   —    —    70,000    700    (700)   —    — 
Net loss   —    —    —    —    —    (477,112)   (477,112)
                                    
Balance at February 28, 2021   —    —    71,664,762    716,648    40,885,121    (39,709,319)   1,892,450 
                                    
Stock based compensation   —    —    13,266    132    211,286    —    211,418 
Common stock issued upon exercise of options and warrants   —    —    226,000    2,260    54,540    —    56,800 
Net income   —    —    —    —    —    2,918,900    2,918,900 
                                    
Balance at May 31, 2021   —   $—    71,904,028   $719,040   $41,150,947   $(36,790,419)  $5,079,568 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

6

 

 

Texas Mineral Resources Corp. 

Notes to Interim Consolidated Financial Statements 

May 31, 2022 

(Unaudited)

 

NOTE 1 – GENERAL

 

Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements of Texas Mineral Resources Corp. (“we”, “us”, “our”, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our annual report on Form 10-K, for the year ended August 31, 2021, dated November 29, 2021 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended August 31, 2021 as reported in our annual report on Form 10-K, have been omitted.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Texas Mineral Resources Corp. and its proportionate interest in the assets, liabilities, and operations of Round Top Mountain Development Company, LLC (“RTMD”). All significant intercompany balances and transactions have been eliminated.

 

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

 

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (“EPS”) calculation in certain areas. This ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. Management does not expect the adoption of this standard to have a significant impact on the Company’s financial position, results of operations or cash flows.

 

NOTE 3 – JOINT VENTURE ARRANGEMENTS

 

In connection with USARE meeting its obligations to acquire a 70% interest in the Round Top Project and exercising its right to an additional 10% interest, the Company received total consideration of approximately $3,728,000, consisting of the $3 million upon exercise of the option and approximately $728,000 in previous advances to the Company by USARE, and derecognized 80% of the carrying amount of mineral properties, or approximately $402,000. The resulting gain on sale of interest in mineral properties in the amount of approximately $3,326,000 was recognized during the quarter ended May 31, 2021.

 

The Company accounts for its interest in RTMD using the proportionate consolidation method, which is an exception available to entities in the extractive industries, thereby recognizing its pro-rata share of the assets, liabilities, and operations of RTMD in the appropriate classifications in the financial statements.

 

7

 

 

Texas Mineral Resources Corp. 

Notes to Interim Consolidated Financial Statements 

May 31, 2022 

(Unaudited)

 

NOTE 4 – MINERAL PROPERTIES

 

As set forth in Note 3 - Joint Venture Arrangements, the ownership of and obligations associated with the leases and options maintained with the Texas Land Office and other third parties were transferred to RTMD in May 2021. The below discussion under the heading “RTMD Mineral Properties” provides a history of such ownership and obligations.

 

RTMD Mineral Properties

 

August 2010 Lease

 

On August 17, 2010, the Company executed a new mining lease with the Texas General Land Office covering Sections 7 and 18 of Township 7, Block 71 and Section 12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the Texas General Land Office gives the Company the right to explore, produce, develop, mine, extract, mill, remove, and market rare earth elements, all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years so long as minerals are produced in paying quantities.

 

Under the terms of the lease, the Company will pay the State of Texas a total lease bonus of $142,518. The Company paid $44,718 upon the execution of the lease, and RTMD will pay the remaining $97,800 upon submission of a supplemental plan of operations to conduct mining. Upon sale of any minerals removed from Round Top, the Company will pay the State of Texas a $500,000 minimum advance royalty.

 

Thereafter, if paying quantities of minerals are obtained, RTMD will pay the State of Texas a production royalty equal to eight percent (8%) of the market value of uranium and other fissionable materials removed and sold from Round Top and six and one quarter percent (6 1/4%) of the market value of all other minerals removed and sold. If paying quantities have not been obtained, RTMD may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule: 

 Schedule of August 2010 Lease

    Per Acre
Amount		   Total
Amount		 
September 2, 2020 – 2024   $150   $134,155 
September 2, 2025 – 2029   $200   $178,873 

 

In August 2021, RTMD paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $134,155 and as of the date of this filing, RTMD is current in its lease obligations.

 

November 2011 Lease

 

On November 1, 2011, the Company executed a mining lease with the State of Texas covering approximately 90 acres of land that is adjacent to the August 2010 Lease. Under the lease, the Company paid the State of Texas a lease bonus of $20,700 upon the execution of the lease. Upon the sale of minerals removed from Round Top, RTMD will pay the State of Texas a $50,000 minimum advance royalty.

 

Thereafter, if paying quantities of minerals are obtained, RTMD will pay the State of Texas a production royalty equal to eight percent (8%) of the market value of uranium and other fissionable materials removed and sold from Round Top and six and one quarter percent (6 1/4%) of the market value of all other minerals. If paying quantities have not been obtained, RTMD may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule:

Schedule of November 2011 Lease 

    Per Acre
Amount		   Total
Amount		 
November 1, 2020 – 2024   $150   $13,500 
November 1, 2025 – 2029   $200   $18,000 

 

In August 2021, RTMD paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $13,500 and as of the date of this filing, RTMD is current in its lease obligations.

 

8

 

 

Texas Mineral Resources Corp. 

Notes to Interim Consolidated Financial Statements 

May 31, 2022 

(Unaudited)

 

NOTE 4 – MINERAL PROPERTIES (CONTINUED)

 

March 2013 Lease

 

On March 6, 2013, the Company purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest Wildlife and Range Foundation (since renamed the Rio Grande Foundation) for $500,000 cash and 1,063,830 shares of common stock valued at $500,000. The Company also agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation efforts within the Rio Grande Basin, particularly Lake Amistad, a large and well-known fishing lake near Del Rio, Texas. The West Lease comprises approximately 54,990 acres. Most importantly, the purchase of the surface lease provides the Company unrestricted surface access for the potential development and mining of the Round Top Project.

 

October 2014 Surface Option and Water Lease

 

On October 29, 2014, the Company announced the execution of agreements with the Texas General Land Office securing the option to purchase the surface rights covering the potential Round Top Project mine and plant areas and, separately, a lease to develop the water necessary for the potential Round Top Project mine operations. The option to purchase the surface rights covers approximately 5,670 acres over the mining lease and the additional acreage adequate to site all potential heap leaching and processing operations as currently anticipated by RTMD. RTMD may exercise the option for all or part of the option acreage at any time during the sixteen-year primary term of the mineral lease. The option can be maintained through annual payments of $10,000. The purchase price will be the appraised value of the surface at the time of option exercise. All annual payments have been made as of the date of this filing.

 

The ground water lease secures the right to develop the ground water within a 13,120-acre lease area located approximately 4 miles from the Round Top deposit. The lease area contains five existing water wells. It is anticipated that all potential water needs for the Round Top Project mine operations would be satisfied by the existing wells covered by this water lease. This lease terms include an annual minimum production payment of $5,000 prior to production of water for the operation. After initiation of production, RTMD will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater. This lease remains in effect so long as the mineral lease is in effect. The minimum production payment for all fiscal years have been made as of the date of this filing.

 

Santa Fe Gold Corporation

 

On November 8, 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation (“Santa Fe”). Under the option agreement, the Company and Santa Fe plan to pursue, negotiate and subsequently enter into a joint venture agreement to jointly explore and develop a target silver property to be selected by the Company among patented and unpatented mining claims held by Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement, if any, is subject to the successful outcome of a multi-phase exploration plan leading to a bankable feasibility study to be undertaken in the near future by the Company. Under the contemplated terms of the proposed joint venture agreement, the Company would be project operator and initially own 50.5% of the joint venture while Santa Fe would initially own 49.5%. Additional terms of the joint venture are expected to be negotiated between the Company and Santa Fe in the future. 

 

Under the terms of the option agreement, the Company plans to conduct a district-wide evaluation among the patented and unpatented claims held by Santa Fe, consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. Based on the district-wide evaluation, the Company will designate one 80-acre tract as the “project area” and commence detailed exploration work. The property covered in the option agreement is approximately 1,300 acres and covers approximately 75% of the known mining district. The area to be studied also includes a two-mile radius “area of interest.” The option agreement provides the Company with the right to designate any properties within the “area of interest” as “project area” properties. The term of the option is for so long as the Company continues to conduct exploration activities in the Project Area and can be exercised on 60 days’ notice to Santa Fe.

 

Additionally, on November 8, 2021, the Company entered into a financing and purchase option agreement with Greentech Minerals Holdings, Inc. (“Greentech”). Under the financing agreement, Greentech is responsible for funding initial exploration activities and the bankable feasibility study, estimated to cost approximately $6.5 million, for the Santa Fe project exploration. It is contemplated that the bankable feasibility study will be designed to proceed in five tranches, each based on the success of the previous. It is estimated that completion of all tranches, if successful, would take twelve to fifteen months, depending on variables such as data analysis, weather and permitting.

 

9

 

 

Texas Mineral Resources Corp. 

Notes to Interim Consolidated Financial Statements 

May 31, 2022 

(Unaudited)

 

NOTE 4 – MINERAL PROPERTIES (CONTINUED)

 

Upon successful completion of the study, Greentech will be entitled to received 20% of the Company’s initial equity in the proposed joint venture with Santa Fe, equal to approximately 10.1% of the total equity of the joint venture. In addition, assuming Greentech exercises its option to participate in funding the Santa Fe project capital expenditures, currently anticipated to be approximately $15 million, it will be entitled to receive another 20% of the Company’s initial equity in the future joint venture, equal to approximately an additional 10.1%. In total, Greentech, in exchange for its funding, has the ability to earn at least 20.2% membership interest in the potential joint venture with Santa Fe assuming successful completion of the overall first project.

 

NOTE 5 – SHAREHOLDERS’ EQUITY

 

The Company’s authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 per share.

 

All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. Shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Company’s Board of Directors (the “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Company, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding.

 

In October 2021, the Company issued 41,231 shares of common stock related to Director fees earned and expensed during the year ended August 31, 2021.

 

During the quarter ended November 30, 2021, the Company recognized stock compensation and a corresponding charge to additional paid-in capital in the amount of $41,502 for director’s fees earned during the quarter. The Company issued the related 31,218 shares of common stock in December 2021.

 

During the quarter ended November 30, 2021, the Company granted a total of 43,500 stock options with a fair value of $73,788 on the date of grant to a consultant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 0.25% (ii) estimated volatility of 201.75% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years. The Company recognized the full $73,788 as compensation expense during the three months ended November 30, 2021.

 

In January 2020, the Company entered into three separate consulting agreements for total consideration of 699,999 shares of common stock (233,333 per agreement). The common stock underlying the agreements had a total value of $448,000, based on the $0.64 quoted market price of the common stock on the agreement date. The right to receive the common stock is subject to ratable vesting over a 24-month period and at May 31, 2022, 699,999 shares had vested and 87,501 had been issued. The Company recognized approximately $0 and $74,666 of compensation expense under these consulting agreements during the three and nine months ended May 31, 2022, respectively, and $56,000 and $168,000 during the three and nine months ended May 31, 2021, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations. The consultants have requested that the Company hold the remaining shares issuable under the agreements in trust to allow the consultants to request their shares as they vest.

 

During the quarter ended February 28, 2022, the Company granted a total of 30,000 stock options with a fair value of $60,230 on the date of grant to a consultant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 0.25% (ii) estimated volatility of 201.75% (iii) dividend yield of 0.00% and (iv) life of all options of 5 years. The Company recognized the full $60,230 as compensation expense during the three months ended February 28, 2022.

 

During the quarter ended February 28, 2022, the Company recognized stock compensation and a corresponding charge to additional paid-in capital in the amount of $41,502 for director’s fees earned during the quarter. The related 25,938 shares of common stock were issued in March 2022.

 

10

 

 

Texas Mineral Resources Corp. 

Notes to Interim Consolidated Financial Statements 

May 31, 2022 

(Unaudited)

 

NOTE 5 – SHAREHOLDERS’ EQUITY (CONTINUED)

 

During the quarter ended February 28, 2022, the Company issued 570,001 shares of common stock to a consultant from the exercise of common stock options. The total proceeds received by the Company as a result of the conversion of common stock options was $171,000.

 

During the quarter ended May 31, 2022, the Company issued a total of 30,000 stock options with a fair value of $58,785 on the date of grant to a consultant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.00% (ii) estimated volatility of 198.67% (iii) dividend yield of 0.00% and (iv) life of all options of 5 years. The Company recognized the full $58,785 as compensation expense during the three months ended May 31, 2022.

 

During the quarter ended May 31, 2022, the Company recognized stock compensation and a corresponding charge to additional paid-in capital in the amount of $53,501 for director’s fees earned during the quarter. The related 33,438 shares of common stock were issued in June 2022.

 

During the quarter ended May 31, 2022, the Company issued 150,000 shares of common stock to two investors from the exercise of common stock options. The total proceeds received by the Company, as a result of the exercise of these common stock options, was $67,500.

 

NOTE 6 – GRANT INCOME

 

Grants received from government and other agencies in advance of a specific project are deferred and recognized as other income in the statements of operations in the period they are earned and the related project costs are incurred. For the nine months ended May 31, 2022 and 2021, the Company recognized $561,950 and $150,000, respectively, of grant income which is presented in other income, net of grant related expenses totaling $561,857 and $138,922, respectively.

 

11

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

In this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to “Texas Mineral Resources Corp,” “the Company” “we,” “our” or “us” refer to Texas Mineral Resources Corp. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this quarterly report. This Quarterly Report on Form 10-Q may also contain statistical data and estimates we obtained from industry publications and reports generated by third parties. Although we believe that the publications and reports are reliable, we have not independently verified their data.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q, include, but are not limited to:

 

  ● the progress, potential and uncertainties of the rare-earth exploration plans at our Round Top project in Hudspeth County, Texas (the “Round Top Project” or “Round Top”);

 

  ● timing for a completed feasibility study for the Round Top Project;

 

  ● the success of getting the necessary permits for future Round Top drill programs and project development;

 

  ● success of RTMD (as defined below) in developing the Round Top Project, including without limitation raising sufficient capital;

 

  ● expectations regarding our ability to raise capital and to continue our exploration plans on our properties (either to fund our proportionate expenditures in the Round Top Project as a member of RTMD or otherwise);

 

  ● plans regarding anticipated expenditures at the Round Top Project; and

 

  ● plans to enter into a joint venture agreement with Santa Fe and ability to fund such potential exploration and development project.

 

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

 

  ● risks associated with our history of losses and need for additional financing;

 

  ● risks associated with our limited operating history;

 

  ● risks associated with our properties all being in the exploration stage;

 

  ● risks associated with our lack of history in producing metals from our properties;

 

  ● risks associated with our inability to fund our proportionate expenditures in the Round Top Project as a member of RTMD which will result in dilution of our membership interest in RTMD;

 

  ● risks associated with our need for additional financing to develop a producing mine, if warranted;

 

  ● risks associated with the potential Santa Fe joint venture arrangement;

 

  ●

risks associated with our exploration activities not being commercially successful;

 

  ● risks associated with increased costs affecting our financial condition;

 

12

 

 

  ● risks associated with a shortage of equipment and supplies adversely affecting our ability to operate;

 

  ● risks associated with mining and mineral exploration being inherently dangerous;

 

  ● risks associated with mineralization estimates;

 

  ● risks associated with changes in mineralization estimates affecting the economic viability of our properties;

 

  ● risks associated with uninsured risks;

 

  ● risks associated with mineral operations being subject to market forces beyond our control;

 

  ● risks associated with fluctuations in commodity prices;

 

  ● risks associated with permitting, licenses and approval processes;

 

  ● risks associated with the governmental and environmental regulations;

 

  ● risks associated with future legislation regarding the mining industry and climate change;

 

  ● risks associated with potential environmental lawsuits;

 

  ● risks associated with our land reclamation requirements;

 

  ● risks associated with rare earth and beryllium mining presenting potential health risks;

 

  ● risks related to title in our properties;

 

  ● risks related to competition in the mining and rare earth elements industries;

 

  ● risks related to economic conditions;

 

  ● risks related to our ability to manage growth;

 

  ● risks related to the potential difficulty of attracting and retaining qualified personnel;

 

  ● risks related to our dependence on key personnel;

 

  ● risks related to our SEC filing history; and

 

  ● risks related to our securities.

 

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report and “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2021, filed with the SEC on November 29, 2021. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, we disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements.

 

13

 

 

Overview

 

We are a mining company engaged in the business of the acquisition, exploration and development of mineral properties. We currently own a 20% membership interest in RTMD, which entity holds two mineral property leases with the Texas General Land Office to explore and develop a 950-acre rare earths project located in Hudspeth County, Texas, known as the Round Top Project. The leases, originally signed with primary terms of approximately 19 and 18 years, each currently have remaining terms of approximately eight years and provisions for automatic renewal if Round Top is in production. RTMD also holds prospecting permits covering 9,345 acres adjacent to the Round Top Project. The strategy of RTMD is to develop a metallurgical process to concentrate or otherwise extract the metals from the Round Top Project’s rhyolite, conduct additional engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round Top Project. The Round Top Project has not established as of the date hereof that any of the properties contain any probable mineral reserves or proven mineral reserves under Item 1300 of Regulation S-K.

 

Rare earth elements (“REE”) are a group of chemically similar elements that usually are found together in nature – they are referred to as the “lanthanide series.” These individual elements have a variety of characteristics that are critical in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without these elements, multiple high-tech technologies would not be possible. These technologies include:

 

  ● cell phones,

 

  ● computer and television screens,

 

  ● electric vehicles,

 

  ● clean energy technologies, such as hybrid and electric vehicles and wind power turbines,

 

  ● fiber optics, lasers and hard disk drives,

 

  ● numerous defense applications, such as guidance and control systems and global positioning systems,

 

  ● advanced water treatment technology for use in industrial, military and

 

  ● outdoor recreation applications

 

Because of these applications, global demand for REE is projected to steadily increase due to continuing growth in existing applications and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic necessity as there is limited production of these elements outside of China. Our ability to raise additional funds to continue to fund our participation interest in the Round Top Project may be impacted by future prices for REEs.

 

USA Rare Earth Agreement

 

In August 2018, the Company and Morzev Pty. Ltd. (“Morzev”) entered into an agreement (the “2018 Option Agreement”) whereby Morzev was granted the exclusive right to earn and acquire a 70% interest in the Company’s Round Top Project by financing $10 million of expenditures in connection with the Project, increasable to an 80% interest for an additional $3 million payment to the Company. Morzev began operating as USA Rare Earth, LLC (“USARE”) and in May 2019 notified the Company that it was nominating USARE as the optionee under the terms of the 2018 Option Agreement. In August 2019, the Company and USARE entered into an amended and restated option agreement as further amended on June 29, 2020 (the “2019 Option Agreement” and collectively with the 2018 Option Agreement, the “Option Agreement”), whereby the Company restated its agreement to grant USARE the exclusive right to earn and acquire a 70% interest, increasable to an 80% interest, in the Round Top Project. The 2019 Option Agreement has substantially similar terms to the 2018 Option Agreement:

 

On May 17, 2021, and in accordance with the terms of the Option Agreement, the Company and USARE entered into a contribution agreement (“Contribution Agreement”) whereby the Company and USARE contributed assets to Round Top Mountain Development (“RTMD”), a wholly-owned subsidiary of the Company, in exchange for their ownership interests in RTMD, of which the Company now owns membership interests equating to 20% of RTMD and USARE owns membership interests equating to 80% of RTMD. Concurrently therewith, the Company and USARE as the two members entered into a limited liability company agreement (“Operating Agreement”) governing the operations of RTMD which contains customary and industry standard terms as contemplated by the Option Agreement. USARE will serve as manager of RTMD and Mr. Gorski, on behalf of the Company, will serve as one of the three members of the management committee.

 

In connection with USARE meeting its obligations to acquire a 70% interest in the Round Top Project and exercising its right to an additional 10% interest, the Company received total consideration of approximately $3,728,000, consisting of the $3 million upon exercise of the option and approximately $728,000 in previous advances to the Company by USARE, and derecognized 80% of the carrying amount of mineral properties, or approximately $402,000. The resulting gain on sale of interest in mineral properties in the amount of approximately $3,326,000 was recognized during the quarter ended May 31, 2021.

 

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Upon entry into the Contribution Agreement, the Company assigned the following contracts and assets to RTMD in exchange for its 20% membership interest in RTMD:

 

  ● the assignment and assumption agreement with respect to the mineral leases from the Company to RTMD;

 

  ● the assignment and assumption agreement with respect to the surface lease from the Company to RTMD;

 

  ● the assignment and assumption agreement with respect to the surface purchase option from the Company to RTMD;

 

  ● the assignment and assumption agreement with respect to the water lease from the Company to RTMD; and

 

  ● the bill of sale and assignment agreement of existing data with respect to RTMD owned by the Company.

 

and USARE assigned the following assets to RTMD (or the Company, as applicable) for its 80% membership interest in RTMD:

 

  ● cash to RTMD to continue to fund Round Top Project operations in the amount of approximately $3,761,750 comprising the balance of the $10 million required expenditure to earn a 70% interest in RTMD;

 

  ● cash in the amount of $3 million to the Company upon exercise of the USARE option to acquire from the Company an additional 10% interest in RTMD, resulting in the aggregate ownership interest of 80% in RTMD;

 

  ● bill of sale and assignment agreement of the Pilot Plant to RTMD;

 

  ● the assignment and assumption regarding relevant contracts and permits with respect to RTMD; and

 

  ● bill of sale and assignment agreement of existing data and intellectual property owned by USARE to RTMD.

 

The Company accounts for its interest in RTMD using the proportionate consolidation method, which is an exception available to entities in the extractive industries, thereby recognizing its pro-rate share of the assets, liabilities, and operations of RTMD in the appropriate classifications in the financial statements.

 

Santa Fe Project

 

On November 8, 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation ("Santa Fe"). Under the option agreement, the Company and Santa Fe plan to pursue, negotiate and subsequently enter into a joint venture agreement to jointly explore and develop a target silver property to be selected by the Company among patented and unpatented mining claims held by Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement, if any, is subject to the successful outcome of a multi-phase exploration plan leading to a bankable feasibility study to be undertaken in the near future by the Company. Under the contemplated terms of the proposed joint venture agreement, the Company would be project operator and initially own 50.5% of the joint venture while Santa Fe would initially own 49.5%. Additional terms of the joint venture are expected to be negotiated between the Company and Santa Fe in the future.

 

Under the terms of the option agreement, the Company plans to conduct a district-wide evaluation among the patented and unpatented claims held by Santa Fe, consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. Based on the district-wide evaluation, the Company will designate one 80-acre tract as the "project area" and commence detailed exploration work. The property covered in the option agreement is approximately 1,300 acres and covers approximately 75% of the known mining district. The area to be studied also includes a two-mile radius "area of interest." The option agreement provides the Company with the right to designate any properties within the "area of interest" as "project area" properties. The term of the option is for so long as the Company continues to conduct exploration activities in the Project Area and can be exercised on 60 days' notice to Santa Fe.

 

Additionally, on November 8, 2021, the Company entered into a financing and purchase option agreement with Greentech Minerals Holdings, Inc. ("Greentech"). Under the financing agreement, Greentech is responsible for funding initial exploration activities and the bankable feasibility study, estimated to cost approximately $6.5 million, for the Santa Fe project exploration. It is contemplated that the bankable feasibility study will be designed to proceed in five tranches, each based on the success of the previous. It is estimated that completion of all tranches, if successful, would take twelve to fifteen months, depending on variables such as data analysis, weather and permitting.

 

Upon successful completion of the study, Greentech will be entitled to received 20% of the Company’s initial equity in the proposed joint venture with Santa Fe, equal to approximately 10.1% of the total equity of the joint venture. In addition, assuming Greentech exercises its option to participate in funding the Santa Fe project capital expenditures, currently anticipated to be approximately $15 million, it will be entitled to receive another 20% of the Company’s initial equity in the future joint venture, equal to approximately an additional 10.1%. In total, Greentech, in exchange for its funding, has the ability to earn at least 20.2% membership interest in the potential joint venture with Santa Fe assuming successful completion of the overall first project.

 

There can be no assurance any joint venture agreement or financing agreement will be consummated or that this project will materialize. 

 

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Liquidity and Capital Resources

 

As of May 31, 2022, our accumulated deficit was approximately $38,932,000 and our cash position was approximately $3,542,000. We had a working capital surplus of approximately $3,313,000. We have not commenced commercial production on any of our mineral properties. We have no revenues from operations and anticipate we will have no operating revenues until we place one or more of our properties into production. All properties are in the exploration stage.

 

During the nine months ended May 31, 2022, we funded approximately $900,000 of the RTMD expenditures during such period in accordance with our obligation as a 20% RTMD member. The balance was funded by existing cash of RTMD as well as by USARE. We have budgeted approximately $800,000 to fund our portion of RTMD expenditures during the balance of our current fiscal year ending August 31, 2022, of which approximately $500,000 has been spent since May 31, 2022. RTMD continues to optimize the leaching and develop the CIX/CIC processing of the Round Top Project. Initial process design work will be carried out at USARE’s facility in Wheat Ridge, Colorado. Pending completion of the initial process development, this facility will either be relocated to or replicated at the Round Top Project where a pilot plant is expected to be established. This work will consist of mining and crushing approximately 40,000 tonnes of rhyolite and setting up and equipping a facility to conduct pilot plant scale heap leaching. It is estimated that the Round Top Project will require additional time and further expenditure to complete a bankable feasibility study.

 

Depending upon the amount of our portion of the RTMD budget during the next fiscal year, we may need to raise additional funding to implement our business strategy and to continue to fund our portion of the RTMD budget (20% is our obligation, correlating to our membership interest), the failure of which could cause us to reduce our ownership interest in RTMD or curtail or cease our operations. The most likely source of future financing presently available to us is through the sale of our securities. Any sale of our shares of common stock will result in dilution of equity ownership to existing stockholders. This means that if we sell shares of common stock, more shares will be outstanding and each existing stockholder will own a smaller percentage of the shares then outstanding. Alternatively, we may rely on debt financing and assume debt obligations that require us to make substantial interest and capital payments. Also, we may issue or grant warrants or options in the future pursuant to which additional shares of common stock may be issued. Exercise of such warrants or options will result in dilution of equity ownership to our existing stockholders.

 

Results of Operations

 

Nine months ended May 31, 2022 and May 31, 2021

 

General and Revenue

 

We had no operating revenues during the nine months ended May 31, 2022 and May 31, 2021. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $38.93 million as of May 31, 2022.

 

Operating expenses, other income (expenses) and resulting losses from Operations.

 

We incurred exploration costs for the nine months ended May 31, 2022, and May 31, 2021, in the amount of approximately $1,102,000 and $160,000, respectively. The increase in expenditures for the nine months ended May 31, 2022, versus the nine months ended May 31, 2021 were primarily the result of mining and transporting approximately 30,000 metric tonnes of rhyolite from the deposit site to the planned demonstration plant site. There was also considerable earth work done at the site of the production plant to divert storm runoff water. In addition, we began contracting various consulting groups to commence the designing of the mine, heap leaching plant and processing plant. During the nine months ended May 31, 2022, exploration expenditures for mining activities were funded by RTMD. We account for our interest in RTMD under the proportional consolidation method. Under the proportional consolidation method, we record our share of expenses of RTMD within the income statement in the same line items that we would if we were to consolidate our financial statements with RTMD. Additionally during the nine months ended May 31, 2022, we spent approximately $325,500 on a survey and other project related costs for the Santa Fe Project that commenced during the current fiscal year.

 

Our general and administrative expenses for the nine months ended May 31, 2022 and May 31, 2021, were approximately $987,000 and $1,080,000, respectively. For the nine months ended May 31, 2022 and 2021, this amount included approximately $404,000 and $606,000, respectively, in stock-based compensation to directors and common stock and stock options to outside consultants. The remaining expenditures were primarily for payroll and related taxes and benefits, professional fees and other general and administrative expenses necessary for our operations.

 

Grants received from government and other agencies in advance of a specific project’s expenses are deferred and recognized as other income in the statements of operations in the period they are earned and the related project costs are incurred. For the nine months ended May 31, 2022 and 2021, the Company recognized $561,950 and $150,000, respectively, of grant income which is presented in other income, net of grant related expenses totaling $561,857 and $138,921, respectively.

 

16

 

 

For the nine months ended May 31, 2022 and May 31, 2021, we earned approximately $4,600 and $4,000 in interest income from depository accounts.

 

In May 2021, USARE met its obligations under the Option Agreement and acquired a 70% interest in Round Top. In addition, USARE exercised its option to acquire an additional 10% interest in Round Top for $3 million. In connection with this transaction, the Company received total consideration of approximately $3,728,000, consisting of the $3 million upon exercise of the option and an assumption of approximately $728,000 in advances from related parties, and derecognized 80% of the carrying amount of mineral properties, or approximately $402,000. The resulting gain on sale of interest in mineral properties in the amount of approximately $3,327,000 is included as its own line item in other income (expense).

 

We had losses from operations for the nine months ended May 31, 2022 and May 31, 2021 totaling approximately $2,088,000 and $1,240,000, respectively.

 

We had a net loss for the nine months ended May 31, 2022 totaling approximately $2,084,000 and net income for the nine months ended May 31, 2021 totaling approximately $2,102,000.

 

Three months ended May 31, 2022 and May 31, 2021

 

General and Revenue

 

We had no operating revenues during the three months ended May 31, 2022 and May 31, 2021. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $38.93 million as of May 31, 2022.

 

Operating expenses, other income (expenses) and resulting losses from Operations.

 

We incurred exploration costs for the three months ended May 31, 2022 and May 31, 2021, in the amount of approximately $519,900 and $63,400, respectively. During the three months ended May 31, 2022, exploration expenditures for mining activities were funded by RTMD. We account for our interest in RTMD under the proportional consolidation method. Under the proportional consolidation method, we record our share of expenses of RTMD within the income statement in the same line items that we would if we were to consolidate our financial statements with RTMD. Additionally during the quarter ended May 31, 2022, we spent approximately $247,000 on a survey and other project related costs for the Santa Fe Project that commenced during the current fiscal year.

 

Our general and administrative expenses for the three months ended May 31, 2022 and May 31, 2021, respectively, were approximately $295,000 and $345,000. For the three months ended May 31, 2022 and 2021, this amount included approximately $112,000 and $211,700, respectively, in stock-based compensation to directors and common stock and stock options to outside consultants. The remaining expenditures were primarily for payroll and related taxes and benefits, professional fees and other general and administrative expenses necessary for our operations.

 

For the three months ended May 31, 2022 and May 31, 2021, we earned approximately $1,200 and $700, respectively, in interest income from depository accounts.

 

In May 2021, USARE met its obligations under the Option Agreement and acquired a 70% interest in Round Top. In addition, USARE exercised its option to acquire an additional 10% interest in Round Top for $3 million. In connection with this transaction, the Company received total consideration of approximately $3,728,000, consisting of the $3 million upon exercise of the option and an assumption of approximately $728,000 in advances from related parties, and derecognized 80% of the carrying amount of mineral properties, or approximately $402,000. The resulting gain on sale of interest in mineral properties in the amount of approximately $3,327,000 is included as its own line item in other income (expense).

 

We had losses from operations for the three months ended May 31, 2022 and May 31, 2021 totaling approximately $815,000 and $409,000, respectively.

 

We had a net loss for the three months ended May 31, 2022 in the amount of approximately $814,000 and net income for the three months ended May 31, 2021 totaling approximately $2,919,000.

 

17

 

 

Investment Company Act Exclusion

 

Section 3(a)(9) of the Investment Company Act of 1940, as amended (“1940 Act”), provides that a company “substantially all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or investment contracts relative to such royalties, leases, or fractional interests” is not an investment company within the meaning of the 1940 Act. The Company has determined that this exemption applies to it giving consideration to the following four factors:

 

  ● whether the exempted activity constitutes “substantially all” of our business;

 

  ○ The Company has owned mineral leases since 2010, all of our business to date has been comprised of owning and developing the mineral leases and, after the May 2021 “farm-down” of its 100% interest in the mineral leases, all of our business continues to be comprised of owning and holding a certificate of interest and a participation in the mineral leases owned by RTMD. The Company’s mineral assets historically, as well as the value of the certificate of interest at August 31, 2021 and May 31, 2022, have been booked at cost in accordance with GAAP. We have an accumulated deficit of approximately $37.2 million at August 31, 2021 as a result of owning and developing the Round Top Project. Our Board of Directors has authorized and instructed us to (i) invest approximately $3.5 million of our current cash during the current fiscal year to meet the RTMD budgeted cash calls pursuant to the initial budget adopted by the Company and USARE in the Operating Agreement, for the Round Top Project, as well as to (ii) fund future budgets to be adopted by the management committee of RTMD for the development of the Round Top Project to the extent of available working capital.

 

  ● whether we own or trade in the mineral leases;

 

  ○ The Company has owned the mineral leases, which are now owned by RTMD, since 2010 and neither the Company nor RTMD is in the business of dealing or trading in the mineral leases.

 

  ● what qualifies as an eligible asset for purposes of the exception; and

 

  ○ The statute specifically references mineral leases and our mineral leases were owned by the Company and are now owned by RTMD. In accordance with Regulation S-K Item 1300 that governs disclosure by registrants engaged in mining operations, the definition of mineral resource is “a concentration or occurrence of material of economic interest in or on the Earth’s crust.” Our rare earth elements and minerals underlying the mineral leases meet that definition, as well as does coal, silver, gold and other material mined for economic value by registrants involved in mining operations. The SEC staff has recognized that an excepted entity can also engage in related business activities such as exploring, developing, and operating the eligible assets.

 

  ● what qualifies as a “certificate of interest or participation in” or an “investment contract relative to” the eligible assets.

 

  ○ The statute allows a Company to own a “certificate of interest” or “participation in” the mineral leases. The SEC staff has advised that limited partnership interests and/or similar securities issued by entities that themselves own the leases constitute “certificate of interest or participation in or investment contracts” related to such leases. The Company’s 20% membership interest in RTMD constitutes a “certificate of interest” and a “participation in” the mineral leases that are owned by RTMD.

 

The Company intends to continue to conduct its business operations in order to continue to be excluded from the definition of an “investment company” under the 1940 Act. 

 

Off-Balance Sheet Arrangements

 

None.

 

Critical Accounting Estimates

 

Management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Management believes that the following critical accounting estimates and judgments have a significant impact on our financial statements; Valuation of options granted to directors, officers and consultants using the Black-Scholes model.

 

18

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, and in light of the material weakness existing in our internal controls over financial reporting as of August 31, 2021 (as described in greater detail in our annual report on From 10-K for the year ended August 31, 2021), the CEO and CFO have concluded that as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective in providing reasonable assurance that: (i) information required to be disclosed by us in our reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There were no changes to our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially effect, our internal controls over financial reporting.

 

19

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

The following updates our risk disclosures set forth in our Form 10-K for the year ended August 31, 2021 as filed with the SEC on November 29, 2021.

 

There is no assurance that we will be able to enter into a joint venture agreement with Santa Fe, or if we do, that such joint venture arrangement will result in any successful exploration or development prospects.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Except as set forth below, all unregistered sales of equity securities during the period covered by this Quarterly Report were previously disclosed in our current reports on Form 8-K or quarterly reports on Form 10-Q.

 

Date Description Number Purchaser Proceeds ($) Consideration Exemption (C)
March 2022 Common Stock 33,438 Directors $Nil Services Sec. 4(a)(2)
May 2022 Common Stock 100,000 Investor $45,000 Cash Sec 4(a)(2)
May 2022 Common Stock 50,000 Investor $22,500 Cash Sec. 4(a)(2)
March – May 2022 Common Stock Options 30,000 Consultant $Nil Services Sec. 4(a)(2)

 

With respect to sales designated by “Sec. 4(a)(2),” these shares were issued pursuant to the exemption from registration contained in to Section 4(a)(2) of the Securities Act as privately negotiated, isolated, non-recurring transactions not involving any public offer or solicitation. Each purchaser represented that such purchaser’s intention to acquire the shares for investment only and not with a view toward distribution. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

 

We did not repurchase any of our securities during the quarter covered by this report.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (The “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended February 28, 2022, our U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.

 

Item 5. Other Information

 

None.

 

20

 

Item 6. Exhibits

 

The following exhibits are attached hereto or are incorporated by reference:

 

Exhibit
No.		   Description
2.1   Plan of Conversion, dated August 24, 2012, incorporated by reference to Exhibit 2.1 of our Form 8-K filed with the SEC on August 29, 2012.
3.1   Delaware Certificate of Conversion, incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the SEC on August 29, 2012.
3.2   Delaware Certificate of Incorporation, incorporated by reference to Exhibit 3.2 of our Form 8-K filed with the SEC on August 29, 2012.
3.3   Delaware Certificate of Amendment, incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the SEC on March 18, 2016
3.4   Delaware Bylaws, incorporated by reference to Exhibit 3.3 of our Form 8-K filed with the SEC on August 29, 2012.
4.1   Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 of our Form 10-K for the period ended August 31, 2009 filed with the SEC on February 8, 2011.
10.1   Amended and Restated 2008 Stock Option Plan, incorporated by reference to Exhibit 10.1 of our Form 10-Q for the period ended May 31, 2011 filed with the SEC on July 15, 2011.
10.2   Mining Lease, incorporated by reference to Exhibit 10.2 of our Form 10-K for the period ended August 31, 2009 filed with the SEC on February 8, 2011.
10.3   Mining Lease dated November 2011 with the State of Texas, incorporated by reference to Exhibit 10.3 of of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.
10.4   Purchase option agreement dated September 2014 with the State of Texas, incorporated by reference to Exhibit 10.4 of of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.
10.5   Groundwater lease dated September 2014 with the State of Texas, incorporated by reference to Exhibit 10.5 of of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.
10.6   ReeTech Operating Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K as filed with the Commission on July 21, 2015.
10.7   Amendment Number One to the Reetech Operating Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K as filed with the Commission on November 30, 2015.
10.8   Amendment Number One to the TRER License, incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K as filed with the Commission on November 30, 2015.
10.9*   Director’s Agreement by and between the Company and Anthony Marchese, incorporated by reference to Exhibit 10.6 of our Form 10-K for the period ended August 31, 2009 filed with the SEC on February 8, 2011.
10.10*   Summary of Dan Gorski Employment Arrangement, incorporated by reference to Exhibit 10.10 of of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.
10.11*   Summary of Wm. Chris Mathers Employment Arrangement, incorporated by reference to Exhibit 10.11 of of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.
10.12*   Option Agreement for Wm. Chris Mathers incorporated by reference to Exhibit 10.21 of our Amendment No. 2 to its Registration Statement on Form S-1 (333-172116) filed with the SEC on May 25, 2011.
10.13*   Form of Directors Option Agreement incorporated by reference to Exhibit 10.22 of our Amendment No. 2 to its Registration Statement on Form S-1 (333-172116) filed with the SEC on May 25, 2011.
10.14   Consulting Agreement between the Company and Chemetals, Inc., dated January 22, 2013, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2013.
10.15   Lease Agreement between the Company and Southwest Range & Wildlife Foundation, Inc., dated March 6, 2013, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2013.
10.16   Variation agreement with Morzev PTY LTD. (USA Rare Earth) dated October 2018, incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 

21

 

10.17   Amended and Restated Option Agreement with Morzev (USA Rare Earth) dated August 2019, incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.
10.18   First Amendment to the Amended and Restated Option Agreement with USA Rare Earth dated June 29, 2020, incorporated by reference to Appendix A of the definitive proxy statement on Schedule 14A filed with the SEC on July 15, 2020.
10.19   Mining lease dated September 2011, incorporated by reference to Exhibit 10.19 of the Form 10-K for the period ended August 31, 2020 filed with the SEC on November 30, 2020.
10.20   Contribution Agreement, effective as of May 17, 2021, among USA Rare Earth, LLC, Texas Mineral Resources Corp., and Round Top Mountain Development, LLC, filed with the SEC on Form 8-K on May 21, 2021.
10.21   Limited Liability Company Agreement dated effective as of May 17, 2021, among USA Rare Earth, LLC, Texas Mineral Resources Corp., and Round Top Mountain Development, LLC, filed with the SEC on Form 8-K on May 21, 2021.
10.22   Mineral Exploration and Option Agreement dated effective October 7, 2021 between Standard Silver Corp. and Santa Fe Gold Corporation, filed with the SEC on Form 8-K on November 10, 2021.
10.23   Financing and Purchase Option Agreement dated effective November 2, 2021 between Standard Silver Corp. and Greentech Minerals Holdings, Inc., filed with the SEC on Form 8-K on November 10, 2021.
31.1   Certification by Chief Executive Officer
31.2   Certification by Chief Financial Officer
32.1   Section 1350 Certification by Chief Executive Officer
32.2   Section 1350 Certification by Chief Financial Officer

 

101.INS(1)   XBRL Instance Document
101.SCH(1)   XBRL Taxonomy Extension – Schema
101.CAL(1)   XBRL Taxonomy Extension – Calculations
101.DEF(1)   XBRL Taxonomy Extension – Definitions
101.LAB(1)   XBRL Taxonomy Extension – Labels
101.PRE(1)   XBRL Taxonomy Extension – Presentations

 

* Management contract or compensatory plan or arrangement.

 

(1) Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at May 31, 2022 and August 31, 2021; (ii) Consolidated Statements of Operations for the three months and nine months ended May 31, 2022 and 2021; (iii) Consolidated Statements of Cash Flows for the nine months ended May 31, 2022 and 2021; (iv) Consolidated Statements of Shareholders’ Equity for the nine months ended May 31, 2022 and 2021; and (v) Notes to Consolidated Financial Statements.

 

22

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

TEXAS MINERAL RESOURCES CORP.

 

Date: April 14, 2022  
   
/s/ Daniel E. Gorski  
Daniel E. Gorski, duly authorized officer  
Chief Executive Officer and Principal  
Executive Officer  
   
Date: April 14, 2022  
   
/s/ Wm Chris Mathers  
Wm Chris Mathers, Chief Financial Officer and  
Principal Financial and Accounting Officer  

 

23
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