TMRC Texas Mineral Resources Corp (QB)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported) February 12, 2025 (February 10, 2025)

 

TEXAS MINERAL RESOURCES CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		0-53482		87-0294969
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	539 El Paso St.
	Sierra Blanca, TX 79851
	(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (915) 369-2133

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a -12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

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Pre-commencement communications pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Item 1.01. Entry into a Material Agreement.

 

On February 10, 2025, Texas Mineral Resources Corp. (the “Company”) entered into a loan and securities purchase agreement (“Loan Agreement” or “Loan Agreements”) with thirteen accredited investors, pursuant to which the investors agreed to lend the Company an aggregate principal amount of $848,000 (“Loans”). There are no closing conditions to the binding Loan Agreements entered into with the investors. The Loans will be evidenced by the issuance of unsecured promissory notes (“Note” or “Notes”) and, as additional consideration for effecting the Loans, the Company will issue the investors warrants (“Warrants”) to purchase an aggregate of up to 8,480,000 shares of common stock, par value $0.01 per share (“Common Stock”). The proceeds from the Loans are expected to be used for general corporate purposes, including the funding of general and administrative expenses.

 

The Notes to be issued to the investors (i) will be in the aggregate principal amount of $848,000, (ii) will not bear interest, (iii) will mature and be due and payable on August 10, 2025, (iv) will be convertible, at the option of the holders, into shares of Common Stock at a conversion price of $0.30 per share, and (v)  will be exchangeable, at the option of the holders, into any Company debt or equity securities issued by the Company for cash consideration in any financing exceeding $1,000,000 that closes on or prior to August 10, 2025, by exchanging the principal amount of the Note(s) for an investment in the financing equal to the principal amount of the Note(s) so exchanged. If the Notes in the principal amount of $848,000 are converted in full, the Company will issue an aggregate of 2,826,667 shares of Common Stock.

 

The Warrants to be issued to the investors will be exercisable, at any time on or prior to February 10, 2030, to purchase an aggregate of 8,480,000 shares of Common Stock at a purchase price of $0.30 per share. The Company has granted piggy-back registration rights with respect to the resale of the shares of Common Stock underlying the Warrants and, commencing on February 10, 2026, if the resale of the underlying shares may not be effected pursuant to an effective resale registration statement, the Warrants provide for a net issuance exercise.

 

Board members will effect Loans in the aggregate amount of $203,000 and have entered into Loan Agreements with the Company in connection therewith, and the Company will issue Notes representing an aggregate principal amount of $203,000 (convertible into up to 676,667 shares of Common Stock) and Warrants exercisable to purchase up to 2,030,000 shares of Common Stock to these directors, with Mr. Marchese to effect a Loan of $100,000, Mr. Wall to effect a Loan of $75,000, Mr. Gorski to effect a Loan of $20,000, and Mr. Malhotra to effect a Loan of $8,000. Family members of Mr. Marchese will effect Loans in the aggregate amount of $225,000 and have entered into Loan Agreements with the Company in connection therewith, and the Company will issue Notes representing an aggregate principal amount of $225,000 (convertible into up to 750,000 shares of Common Stock) and Warrants exercisable to purchase up to 2,250,000 shares of Common Stock to these investors.

 

The foregoing description of the Loan Agreement, Notes and Warrants is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference, the form of Note, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference, and the form of Warrant, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any Company securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The description set forth under Item 1.01 above with respect to the Loan Agreements and the issuance of the Notes is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The description set forth under Item 1.01 above with respect to the issuance of the Notes, convertible at the option of the holders into up to 2,826,667 shares of Common Stock, and the issuance of the Warrants, exercisable by the holders for up to 8,480,000 shares of Common Stock, is incorporated herein by reference. The Notes and Warrants, as well as the underlying shares of Common Stock, will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), pursuant to Section 4(a)(2) thereof, to thirteen “accredited investors” as defined in Rule 501 of Regulation D promulgated by the SEC without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities of the Company.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Loan and Securities Purchase Agreement by and among the Company and lender dated February 10, 2025
10.2		Form of Note issued by the Company dated February 10, 2025
10.3		Form of Warrant issued by the Company dated February 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURE

 

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

 

	TEXAS MINERAL RESOURCES CORP.
Date: February 12, 2025	By:	/s/ Wm. Chris Mathers
		Name: Wm. Chris Mathers
		Title: Chief Financial Officer

 

 

Texas Mineral Resources Corp. 8-K

Exhibit 10.1

Loan And Securities Purchase Agreement

THIS Loan and Securities Purchase Agreement (this “Agreement”) is made as of February 10, 2025 by and among Texas Mineral Resources Corp., a Delaware corporation (the “Company”), and [________] (the “Lender”).

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.

Loan and Issuance of Notes

1.1

Loan and Warrants

(a)       Subject to the terms and conditions of this Agreement, the Lender hereby agrees to loan the Company [___________] Dollars [($________)] (the “Loan”) to be delivered to the Company at the Closing (as defined below).

(b)       The Loan shall be evidenced by a promissory note issued by the Company in substantially the form attached hereto as Exhibit A (a “Promissory Note”). The Promissory Note shall be due and payable 180 days from the date of issuance and the principal balance shall bear no interest. There shall be no penalty for prepayment of the Promissory Note. The Promissory Note is convertible, at the option of the Lender, into shares of Company common stock (“Common Stock”) at a conversion price of $0.30 per share (such Common Stock issued upon conversion, the “Conversion Shares”).

(c)       As consideration for the receipt of the Loan, the Company agrees to issue to the Lender a Common Stock purchase warrant (“Warrant”), exercisable to purchase [____] shares of Common Stock of the Company (“Warrant Shares”) at a price equal to $0.30 per Warrant Share for a term of five (5) years from the date hereof, such Warrant to be in the form set forth hereto as Exhibit B. The Company also hereby grants to the Lender certain piggy-back registration rights, as set forth in Section 3 hereto.

(d)       The Lender shall have the right to exchange the principal amount of the Promissory Note into any Company debt or equity securities issued by the Company for cash consideration in any financing exceeding $1,000,000 that closes on or prior to August 10, 2025 (“Financing”), by exchanging the principal amount of the Promissory Note for an investment in the Financing equal to the principal amount of the Promissory Note so exchanged. The Lender, if Lender determines to participate in the exchange, will enter into the Financing documentation, as well as documentation reflecting the cancellation of the Promissory Note, as requested by the Company. Lender further agrees to comply with, and be subject to, the Company-imposed procedure for notification of, and agreement to participate in, such exchange with respect to the Financing.

1.2

Closing

The Closing shall take place remotely at the Company offices or such other place as the Company and the Lender may mutually agree, on such date set forth above (the “Closing”).

2.

Securities Law Representations and Warranties

The Lender has been advised that the issuance of the Promissory Note, the Conversion Shares, the Warrants and the Warrant Shares (collectively, the “Securities”) have not been and will not be registered under the Securities Act of 1933, as amended (the “Act”), or under any applicable state securities laws, and these Securities are being offered and sold pursuant to exemptions from such registration requirements. The Company is relying in part upon the Lender’s representations and warranties contained in this Section 2 for the purpose of qualifying for applicable exemptions from registration or qualification pursuant to federal or state securities laws, rules and regulations. The Lender hereby represents and warrants to the Company as follows:

2.1

Purchase Entirely for Own Account

The Securities will be acquired for investment for the Lender’s own account, not as a nominee or agent, and not with a view to distributing all or any part thereof; the Lender has no present intention of selling, granting any participation in or otherwise distributing the Securities in a manner contrary to the Act or any applicable state securities law.

2.2

Due Diligence

The Lender has been solely responsible for his/her/its own due diligence investigation of the Company and its business, and his/her/its analysis of the merits and risks of the investment and subscription made pursuant to this Agreement, and is not relying on anyone else’s analysis or investigation of the Company, its business or the merits and risks of the Securities, other than professional advisors employed specifically by the Lender to assist the Lender. In taking any action or performing any role relative to arranging the investment being made pursuant to this Agreement, the Lender has acted solely in his/her/its own interest and not in that of any other party, and no other party has acted as an agent or fiduciary for the Lender and the Lender has not engaged or agreed to pay any fee to any broker or third party in connection with this investment.

2.3

Access to Information

The Lender has been given access to full and complete information regarding the Company and has utilized such access to his/her/its satisfaction for the purpose of obtaining information about the Company, including reviewing the Company’s public filings available at www.sec.gov. The Lender acknowledges that he/she/it has carefully reviewed all of the Company’s SEC filings for at least the most recent 12-month period.

2.4

Sophistication and Investor Status

The Lender, either alone or with the assistance of his/her/its professional advisor, is a sophisticated Lender, is able to fend for himself/herself/itself in the transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of a subscription for the Securities. The Lender is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Act.

2.5

Suitability

The investment in the Securities is suitable for the Lender based upon his/her/its investment objectives and financial needs, and the Lender has adequate net worth and means for providing for his/her/its financial needs and contingencies and has no need for liquidity of investment with respect to the Securities. The Lender’s overall commitment to investments that are illiquid or not readily marketable is not disproportionate to his/her/its net worth, and investment in the Securities will not cause such overall commitment to become excessive.

2.6

Professional Advice

The Lender has obtained, to the extent he/she/it deems necessary, his/her/its own professional advice with respect to the risks inherent in the investment in the Securities, and the suitability of the investment in the Securities in light of the Lender’s financial condition and investment needs.

2.7

Ability to Bear Risk

The Lender is in a financial position to purchase and hold the Securities and is able to bear the economic risk and withstand a complete loss of his/her/its investment in the Securities.

2.8

High Degree of Risk

THE LENDER RECOGNIZES THAT THE INVESTMENT IN THE SECURITIES IS AN INVESTMENT INVOLVING A HIGH DEGREE OF RISK AND HAS REVIEWED THE RISK FACTORS IN THE COMPANY’S FILINGS WITH THE SEC.

2.9

Residency

The Lender represents that he/she/it is a bona fide resident of, and/or is domiciled in, the state set forth in such Lender’s residence address on Appendix I.

2.10

Private Offering

The Lender represents that the offering of the Securities was not made to his/her/its by way of any public offering or through any general solicitation or general advertisement as those terms are used in Rule 502 of Regulation D under the Act.

3.

Piggy-Back Registration Rights

3.1

Requests for Incidental Registration

If, at any time prior to 5:00 p.m. Eastern Time on February 10, 2026, the Company proposes to register any of its shares of Common Stock (other than pursuant to a registration on Form S-4 or S-8 or any successor form), it will give prompt written notice to the Lender of its intention to effect such registration (the “Incidental Registration”). Within ten business days of receiving such written notice of an Incidental Registration, the Lender may make a written request (the “Piggy-Back Request”) that the Company include in the proposed Incidental Registration all, or a portion, of the Registrable Securities (as defined below) owned by the Lender (which Piggy-Back Request shall set forth the Registrable Securities intended to be disposed of by the Lender and the intended method of disposition thereof). As used herein “Registrable Securities” shall mean the Warrant Shares and any other securities issued or issuable with respect to the Warrant Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise, provided that any particular shares of such Warrant Shares shall cease to be Registrable Securities on the earlier of (A) the one-year anniversary of the date of this Agreement, being 5:00 p.m. Eastern Time on February 10, 2026, or (B) when (i) a registration statement with respect to the sale of such securities shall have become effective under the Act (a “Registration Statement”) and such securities shall have been disposed of in accordance with such Registration Statement, (ii) such shares shall have become eligible to be sold to the public by the Lender pursuant to Rule 144 under the Act, or (iii) subsequent disposition of such shares shall not require registration or qualification of them under the Act or of any similar state law then in force.

3.2

Obligation to Effect Incidental Registration

(a) The Company will use its commercially reasonable efforts to include in any Incidental Registration all Registrable Securities which the Company has been requested to register pursuant to any timely Piggy-Back Request to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered.

(b) Notwithstanding the preceding Sections 3.1 and 3.2(a):

 (i) the Company shall not be obligated pursuant to this Section 3 to effect a registration of Registrable Securities requested pursuant to a timely Piggy-Back Request if the Company discontinues the related Incidental Registration at any time prior to the effective date of any Registration Statement filed in connection therewith;

 (ii) if a registration pursuant to this Section 3 involves an underwritten offering, and the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration to the extent of the number which the Company is so advised can be sold in such offering, first, the securities the Company proposes to sell for its own account in such registration and second, the Registrable Securities of the Lender requesting to be included in such registration and all other securities requested to be included in such registration on a pro rata basis; and

 (iii) if the Company is engaged in, or has definitive plans to engage in, any activity or negotiations that, in the good faith determination of the Board of Directors of the Company, would be adversely affected by disclosure that would be required in connection with a registration to the material detriment of the Company, then the Company may delay such registration for a period of 90 days from the date of termination or disclosure of such activity or negotiations.

3.3

Registration Procedures

If and whenever the Company is required pursuant to Section 3 to effect a registration of Registrable Securities, the Company shall, subject to the provisions of Section 3:

(a) prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective as provided herein;

(b) use commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement and prospectus used in connection therewith effective at least until the earlier of (i) 90 days after the effective date of such Registration Statement, and (ii) the completion of the distribution by the Lender of all of the Registrable Securities covered by such Registration Statement (the “Effectiveness Period”);

(c) furnish to the Lender such numbers of copies of a prospectus, including a preliminary prospectus, as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d) use commercially reasonable efforts to register or qualify the Registrable Securities covered by such Registration Statement under the securities or blue sky laws of such states within the United States as the Company may determine in its sole discretion, provided that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any state wherein it is not so qualified, subject itself to taxation in any state wherein it is not so subject, or take any action which would subject it to general service of process in any state wherein it is not so subject; and

(e) (i) notify the Lender if, to its knowledge, such Registration Statement, at the time it or any amendment thereto became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, as promptly as practicable, prepare and file with the SEC a post-effective amendment to such Registration Statement and use commercially reasonable efforts to cause such post-effective amendment to become effective such that such Registration Statement, as so amended, shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) notify the Lender at any time when a prospectus relating thereto is required to be delivered under the Act, if, to its knowledge, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, as promptly as practicable, prepare and furnish to such Lender a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ii) the Lender agrees that upon receipt of any notice from the Company pursuant to Section 3.3(e)(i), the Lender will promptly discontinue the Lender’s disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Lender shall have received notice from the Company that such Registration Statement has been amended and/or copies of the supplemented or amended prospectus contemplated by Section 3.3 (e)(i) have been furnished. If so directed by the Company, the Lender will deliver to the Company all copies, other than permanent file copies, in the Lender’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

(f) in the event of any underwritten public offering, enter into an underwriting agreement, in usual and customary form, with the managing underwriter of such offering, and take all such customary actions in connection therewith;

(g) use its commercially reasonable efforts to cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed, if any or if applicable, to the extent such Registrable Securities satisfy applicable listing requirements;

(h) make available to the Lender the Company’s transfer agent and registrar to expedite and facilitate disposition by the Lender of Registrable Securities pursuant to any registration statement; and

(i) take all other commercially reasonable and customary actions necessary to expedite and facilitate disposition by the Lender of Registrable Securities pursuant to any Registration Statement.

3.4

Seller Information

The Company may require the Lender to furnish to the Company such information regarding the Lender and the distribution of such Registrable Securities as the Company may from time to time reasonably request and as shall be required by law in connection therewith. The Lender agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Lender not materially false or misleading.

3.5

Registration Expenses

The Company shall pay all expenses arising from or incidental to the performance of, or compliance with, preparation, filing and maintaining the Registration Statement, provided that the Lender requesting such Registration shall bear any transfer taxes applicable to its Registrable Securities registered thereunder, customary (both as to type and amount) commissions or discounts payable to the underwriters, selling brokers, managers or other similar persons engaged in the distribution of any of the Registrable Securities, and the fees and expenses of the Lender’s own counsel.

3.6

Indemnification

(a)        Indemnification by the Company. To the extent permitted by law, the Company will indemnify, defend and hold harmless the Lender, the members, managers and officers of the Lender, any underwriter (as defined in the Act) for the Lender and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Lender or such underwriter from and against any and all losses, claims, damages and liabilities, joint or several, (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, or proceeding or any claim asserted) to which any of the foregoing may become subject, under the Act, Exchange Act, any state securities laws, or otherwise, based upon or arising out of any untrue statement or alleged untrue statement of a material fact in a Registration Statement, any prospectus or omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall have no obligation to indemnify or hold harmless such persons in any such case for any such loss, claim, damage, liability or action if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Lender expressly for use in the preparation of such Registration Statement, prospectus, or amendment or supplement thereto; and provided further, however, that the Company shall have no obligation to indemnify or hold harmless Lender with respect to any prospectus, if the person asserting any claim purchased shares in the offering and if a copy of the prospectus was not sent or given by or on behalf of the Lender to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the shares to such person, and if the prospectus would have cured the defect giving rise to such claim.

(b) Indemnification by the Lender. To the extent permitted by law, the Lender will indemnify, defend and hold harmless the Company, its directors and officers and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company from and against any and all losses, claims, damages and liabilities, joint or several, (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit or proceeding or any claim asserted) to which any of the foregoing may become subject, under the Act, the Exchange Act, any state securities laws, or otherwise, based upon or arising out of any untrue statement or alleged untrue statement of a material fact in a Registration Statement, any prospectus, or omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Lender expressly for use in the preparation of such Registration Statement or prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such Registrable Securities by such Lender.

(c) Indemnification Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand (each, a “Proceeding”) shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section 3.6(a) or Section 3.6(b), such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 3.6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. If any such Proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent in such Proceeding the Indemnified Person and any others entitled to indemnification pursuant to this Section 3.6. Any indemnification required to be made by an Indemnifying Party pursuant to this Section 3.6 shall be made by periodic payments to the Indemnified Party during the course of the action or proceeding, as and when bills are received by such Indemnifying Party with respect to an indemnifiable loss, claim, damage, liability or expense incurred by such Indemnified Party. In any such Proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such Proceeding (including, without limitation, any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both such parties by the same counsel would be inappropriate due to actually or potentially differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any Proceeding or related Proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to any reasonably necessary local counsel) for all Indemnified Persons. Any such separate firm (x) for the Lender, its members, managers or officers and any control persons of such Lender may only be designated in writing by the Lender and (y) in all other cases may only be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any Proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened Proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such Proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d)        Other Remedies. If for any reason the foregoing indemnities are unavailable, or are insufficient to hold harmless an indemnified party, other than by reason of the exceptions provided therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities, actions, proceedings or expenses in such proportion as is appropriate to reflect the relative benefits to and faults of the indemnifying party on the one hand and the indemnified party on the other in connection with the offering of Registrable Securities (taking into account the portion of the proceeds of the offering realized by each such party) and the statements or omissions or alleged statements or omissions which resulted in such loss, claim, damage, liability, action, proceeding or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statements or omissions. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. No party shall be liable for contribution under this Section 3.6(d) except to the extent and under such circumstances as such party would have been liable to indemnify under this Section 3.6 if such indemnification were enforceable under applicable law.

3.7

Termination of Piggy-Back Registration Rights

Notwithstanding anything to the contrary herein, all registration rights provided to Lender by the Company as set forth in this Section 3 (including the right of Lender to effect a Piggy-Back Request with respect to Registrable Securities to be included in an Incidental Registration) shall terminate and be of no further force or effect at 5:00 p.m. Eastern Time, on February 10, 2026, the one-year anniversary of the date of this Agreement.

4.

Miscellaneous

4.1

Survival of Warranties

The warranties, representations and covenants contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing.

4.2

Entire Agreement

This Agreement along with the Promissory Note and the Warrant constitute the entire agreement of the parties with respect to the Loan and the purchase and sale of the Securities and supersede any previous agreements between the parties related to the matters discussed herein.

4.3

Governing Law; Successors and Assigns

This Agreement shall for all purposes be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws principles and shall be binding upon the heirs, personal representatives, executors, administrators, successors and assigns of the parties. The parties consent to the exclusive jurisdiction and venue in the state or federal courts sitting in Delaware.

4.4

Headings

The headings of the sections of this Agreement are for convenience of reference only and shall not by themselves determine the interpretation of this Agreement.

4.5

Currency

All dollar amounts are in U.S. dollars.

4.6

Counterparts

This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

4.7

Severability

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

4.8

Notices

Any notices and other communications in connection herewith shall be sufficiently given if sent by email or by registered or certified mail, postage prepaid, and properly addressed (a) if to the Company, to the address set forth above, and (b) if to the Lender, to the address set forth in Appendix I submitted by such Lender, or (c) to such other address as either the Lender or the Company shall designate to the other by notice in writing.

4.9

Federal Law Provisions

Neither the Lender, nor any person having a direct or indirect beneficial interest in the Securities to be acquired under this Agreement, appears on the Specially Designated Nationals and Blocked Person List of the Office of Foreign Assets Control in the United States Department of the Treasury. The Lender does not know or have any reason to suspect that (i) monies used to fund the Lender’s investment in Securities have been or will be derived from or related to any illegal activities; or (ii) the proceeds from the Lender’s investment in Securities will be used to finance any illegal activities.

4.10

Additional Information

The Lender agrees to provide the Company such additional information regarding the Lender as the Company may reasonably request in order to assure or demonstrate compliance with applicable securities or other laws or for any other legitimate purpose.

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Renewal and Amendment Agreement to be duly executed to evidence their acceptance of and agreement to the foregoing.

TEXAS MINERAL RESOURCES CORP.

 

By:

	Name:  Daniel Gorski
	Title:  Chief Executive Officer

	Address:

Email Address:

LENDER

By:

Printed Name: [____________________]

 

Appendix I

 

Texas Mineral Resources Corp.

LENDER INFORMATION

[Please Print or Type]

Name of Lender (Print):	Name of Joint Lender (if any) (Print):
Social Security or Tax Identification Number of Lender:	Social Security or Tax Identification of Joint Lender (if any):
Mailing Address:	Residence Address (if other than mailing address):
Telephone Number (including Area Code):	Email Address:

 

EXHIBIT A

 

Form of Promissory Note

 

EXHIBIT B

 

Form of Warrant

 

 

Texas Mineral Resources Corp. 8-K

Exhibit 10.2

 

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

(Unsecured)

 

$__________

February 10, 2025

 

FOR VALUE RECEIVED, the undersigned, Texas Mineral Resources Corp., a Delaware corporation (“Maker” or “Company”), hereby unconditionally promises to pay to the order of [____________] (“Payee”), the principal sum of [_________] dollars ([$______]), in lawful money of the United States of America, without interest, due and payable on August 10, 2025 (“Maturity Date”).

 

Payments of any sums due to the Payee and/or holder under the terms of this Note shall be made via wire transfer. If any payment hereunder would otherwise become due and payable on a day on which banks are closed or permitted to be closed in New York, New York, such payment shall become due and payable on the next succeeding day on which banks are open and not permitted to be closed in New York, New York.

 

If (i) default occurs in the payment of any principal upon the Maturity Date or (ii) in the event of the appointment of a receiver of all or any part of Maker’s property, an assignment for the benefit of creditors of Maker, or the commencement of any proceeding under any bankruptcy, insolvency or debtor relief laws by or against Maker, the Payee hereof may, at its option, declare the entirety of this Note immediately due and payable, and pursue any and all other remedies available to it at law or in equity. If this Note is given to an attorney for collection, or if suit is brought for collection, or if it is collected through bankruptcy, or other judicial proceedings, then Maker shall pay Payee all costs of collection, including reasonable attorney’s fees and court costs, in addition to other amounts due.

 

Each right, power, and remedy of the Payee as provided for in this Note, or now or hereafter existing under any applicable law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Note now or hereafter existing under any applicable law, and the exercise or beginning of the exercise by the Payee of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by the Payee of any or all such other rights, powers, or remedies. No failure or delay by the Payee to insist upon the strict performance of any term, condition, covenant, or agreement of this Note, or to exercise any right, power, or remedy upon a breach thereof, shall constitute a waiver of any such term, condition, covenant, or agreement or of any such breach, or preclude the Payee from exercising any such right, power, or remedy at a later time or times. By accepting payment after the due date of any amount payable under the terms of this Note, the Payee shall not be deemed to waive the right either to require prompt payment when due of all other amounts payable under the terms of this Note or to declare an event of default for the failure to effect such prompt payment of any such other amount. No course of dealing or conduct shall be effective to amend, modify, waive, release, or change any provisions of this Note.

 

Conversion

 

At any time on or prior to the Maturity Date, the Payee may convert all or any portion of the outstanding principal amount of this Note, at his option (the “Conversion Amount”) into shares of common stock, par value $0.01 (“Common Stock”) of the Maker (the “Conversion Shares”) at a conversion price equal to $0.30 per share of Common Stock (the “Conversion Price”). The Payee shall submit a conversion notice to Maker (“Conversion Notice”) indicating the Conversion Amount and the number of Conversion Shares issuable upon such conversion.

 

To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Payee (the “Conversion Date”), the Payee shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Maker. Upon receipt by the Maker of a copy of a Conversion Notice, the Maker shall as soon as practicable, send, via electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Payee indicating that the Maker will process such Conversion Notice in accordance with the terms herein. The person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date. Maker shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Note in accordance with its terms (the “Share Reserve”).  If at any time the Share Reserve is insufficient to effect the full conversion of the Note then outstanding, Maker shall increase the Share Reserve accordingly.

 

If the Maker, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Maker, then the Conversion Price and the number of Conversion Shares shall be adjusted accordingly.

 

Whenever the Conversion Price is adjusted pursuant to any provision of this Note, the Maker shall promptly deliver to Payee a notice setting forth the Conversion Price and Conversion Shares after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

 

Exchange Right

 

The Payee shall have the right to exchange the principal amount of the Note into any Company debt or equity securities issued by the Company for cash consideration in any financing exceeding $1,000,000 that closes on or prior to August 10, 2025 (“Financing”), by exchanging the principal amount of the Note for an investment in the Financing equal to the principal amount of the Note so exchanged. The Payee, if Payee determines to participate in the exchange, will enter into the Financing documentation, as well as documentation reflecting the cancellation of the Note, as requested by the Company. Payee further agrees to comply with, and be subject to, the Company-imposed procedure for notification of, and agreement to participate in, such exchange with respect to the Financing.

 

General

 

The Maker and any other party ever liable for payment of any sums of money payable on the Note, jointly and severally, waive presentment, protest and notice of protest and nonpayment, notice of acceleration or other notice of default.

 

In the event any provision of this Note (or any part of any provision) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision (or remaining part of the affected provision) of this Note; but this Note shall be construed as if such invalid, illegal, or unenforceable provision (or part thereof) had not been contained in this Note, but only to the extent it is invalid, illegal, or unenforceable.

 

The Maker has the right to prepay this Note without penalty, in part or in full, at any time prior to the Maturity Date.

 

This Note is being executed and delivered, and is intended to be performed, in the State of Delaware. Except to the extent that the laws of the United State may apply to the terms hereof, the substantive laws of the State of Delaware shall govern the validity, construction, enforcement and interpretation of this Note.

 

IN WITNESS WHEREOF, the Maker has executed this Note as of the date set forth above.

 

TEXAS MINERAL RESOURCES CORP.

	By:
	Name:	Daniel E. Gorski
	Title:	Chief Executive Officer

 

 

Texas Mineral Resources Corp. 8-K

Exhibit 10.3

 

 

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) IF THE TRANSACTION IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND REGULATIONS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE IN ACCORDANCE WITH (C) OR (D) ABOVE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY.

 

THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE

U.S. SECURITIES ACT.

 

TEXAS MINERAL RESOURCES CORP.

 

WARRANT

TO PURCHASE SHARES
OF COMMON STOCK OF

TEXAS MINERAL RESOURCES CORP.

 

Warrant to Purchase
Shares of Common Stock

February 10, 2025
(“Issue Date”)

 

FOR VALUE RECEIVED, Texas Mineral Resources Corp., a Delaware corporation (the "Company"), hereby certifies that XXXX successor or permitted assigns (the "Holder"), is entitled, subject to the provisions of this Warrant, to purchase from the Company, at the times specified herein, XXXX fully paid and non-assessable shares of common stock of the Company, par value $0.01 per share (the "Common Shares"), at a purchase price per Common Share equal to the Exercise Price (as hereinafter defined).

 

1.

Definitions. (a) The following terms, as used herein, have the following meanings:

 

"Affiliate" shall have the meaning given to such term in Rule 12b-2 promulgated under the Exchange Act.

 

"Business Day" means any day except a Saturday, Sunday or any other day on which commercial banks in the City of New York, New York are authorized by law to close.

 

"Common Stock" means the Common Stock, par value $0.01 per share, of the Company.

 

"Duly Endorsed" means duly endorsed in blank by the Person or Persons in whose name a stock certificate is registered or accompanied by a duly executed stock assignment separate from the certificate with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or of the Financial Industry Regulatory Authority.

 

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

 

“Exercise Date” means the date a Warrant Exercise Notice is delivered to the Company in the manner provided in Section 9 below.

 

"Exercise Price" means $0.30.

 

"Expiration Date" means 5:00 p.m. (New York, New York Time) on February 10, 2030; provided that if such date shall not be a Business Day then the expiration date shall be 5:00 p.m. (New York, New York Time) on the next following Business Day.

 

"Initial Warrant Issuance Date" means the date hereof.

 

"Person" means an individual, partnership, corporation, trust, joint stock company, association, joint venture, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

 

"Warrant Shares" means the Common Shares deliverable upon exercise of this Warrant, as adjusted from time to time.

 

2.

Exercise of Warrant.

 

(a)                 The Holder is entitled to exercise this Warrant in whole or in part at any time on or after the Initial Warrant Issuance Date until the Expiration Date. To exercise this Warrant, the Holder shall execute and deliver to the Company this Warrant Certificate, including the Warrant Exercise Form forming a part hereof duly executed by the Holder, together with payment of the applicable Exercise Price. Upon such delivery and payment, the Holder shall be deemed to be the holder of record of the Warrant Shares subject to such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. No fractional shares will be issued.

(b)                 The Exercise Price may be paid to the Company in cash or by certified or official bank check or bank cashier's check payable to the order of the Company, or by wire transfer or by any combination of cash, check or wire transfer.

 

(c)                 If the Holder exercises this Warrant in part, this Warrant Certificate shall be surrendered by the Holder to the Company and a new Warrant Certificate of the same tenor and for the unexercised number of Warrant Shares shall be executed by the Company. The Company shall register the new Warrant Certificate in the name of the Holder or in such name or names of its transferee pursuant to paragraph 6 hereof as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same.

 

(d)                 Upon surrender of this Warrant Certificate in conformity with the foregoing provisions, the Company shall transfer to the Holder of this Warrant Certificate appropriate evidence of ownership of the Warrant Shares or other securities or property to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, the name or names of the Holder or such transferee as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property to the Person or Persons entitled to receive the same.

(e)                 In no event may the Holder exercise these Warrants in whole or in part unless the Holder is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “U.S. Securities Act”), or the Holder is a not a U.S. person (as defined in Regulation S of the U.S. Securities Act) exercising these Warrants in an “off shore transaction” in accordance with the requirements of Regulation S of the U.S. Securities Act.

 

3.                   Net Issuance Exercise. Notwithstanding any other provision contained herein to the contrary, from and after the one-year anniversary of the Initial Warrant Issuance Date and if the resale of the Warrant Shares may not be effected pursuant to an effective registration statement, the Holder may elect to receive, without the payment by the Holder of the aggregate Exercise Price in respect of the Warrant Shares to be acquired, Warrant Shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with the Net Issue Election Notice annexed hereto and duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid, validly issued and non-assessable Warrant Shares as is computed using the following formula:

 

X =	Y(A - B)
	A

 

where

X = the number of Warrant Shares which the Holder has then requested be issued to the Holder;

 

Y = the number of Warrant Shares covered by this Warrant that the Holder is surrendering at such time for net issuance exercise (including both shares to be issued to the Holder and shares to be canceled as payment therefor);

 

A = the Market Price (as defined below) of one Warrant Share as at the time the net issue election

is made; and

 

B = the Exercise Price in effect under this Warrant at the time the net issue election is made.

 

The market price is the closing price of the Company Common Stock on the trading day prior to the date the net issue election is made and the Notice Form is executed.

 

4.                   Restrictive Legend. Certificates representing Common Shares issued pursuant to this Warrant shall bear a legend substantially in the form of the legend set forth on the first page of this Warrant Certificate to the extent that and for so long as such legend is required pursuant to applicable law.

 

5.

Covenants of the Company.

 

(a)                 The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of its authorized but unissued shares of Common Stock or other securities of the Company from time to time issuable upon exercise of this Warrant as will be sufficient to permit the exercise in full of this Warrant. All such shares of Common Stock shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights.

(b)                 The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (iii) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

 

(c)                 Before taking any action which would cause an adjustment reducing the current Exercise Price below the then par value, if any, of the Warrant Shares issuable upon exercise of the Warrants, the Company shall take any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Warrant Shares at such adjusted Exercise Price.

 

(d)                 Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 

(e)                 The Company covenants that during the period the Warrant is outstanding, it will use its best efforts to comply with any and all reporting obligations under the Exchange Act.

 

(f)                  The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the market upon which the Common Stock may be listed.

(g)                 The Company shall preserve and maintain its corporate existence and all licenses and permits that are material to the proper conduct of its business.

(h)                 The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant.

 

6.

Registration.

(a)                 Each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Company and all other persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby.

 

(b)                 This Warrant is transferable by delivery to the Company of this Warrant Certificate with the Warrant Transfer Form affixed hereto duly executed and completed and, if necessary, accompanied by an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company that such transfer is not in violation of the U.S. Securities Act or any applicable state securities laws.

 

(c)                 The Holder agrees that it will not transfer, hypothecate, sell, assign, pledge or encumber any Warrants or Warrant Shares unless such securities are registered under the U.S. Securities Act and registered or qualified under any applicable state securities laws or such transfer is affected pursuant to an available exemption from registration.

 

7.                   Anti-Dilution Provisions. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows:

(a)                 In case the Company shall (i) declare a dividend or make a distribution on its outstanding Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares, the number of Warrant Shares shall be proportionately adjusted to reflect such dividend, distribution, subdivision, reclassification or combination. For example, if the Company declares a 2 for 1 stock split and the number of Warrant Shares immediately prior to such event was 200,000, the number of Warrant Shares immediately after such event would be 400,000. Such adjustment shall be made successively whenever any event listed above shall occur.

 

(b)                 Whenever the number of Warrant Shares is adjusted pursuant to Subsection (a) above, the Exercise Price shall simultaneously be adjusted by multiplying the Exercise Price immediately prior to such event by the number of Warrant Shares immediately prior to such event and dividing the product so obtained by the number of Warrant Shares, as adjusted. If an Exercise Price has not yet been established, an adjustment thereof shall be deferred until one is established pursuant to the terms of this Warrant.

 

(c)                 No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least five percent (5%) in such price; provided, however, that any adjustments which by reason of this Subsection (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section 7 shall be made to the nearest cent or to the nearest share, as the case may be. No fractional shares of Common Stock are issuable upon exercise of this Warrant and any adjustment to the number of Warrant Shares shall be rounded to the nearest whole Warrant Share.

 

(d)                 Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Exercise Price and adjusted number of Warrant Shares issuable upon exercise of each Warrant to be mailed to the Holder. The Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section 7, and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment.

 

(e)                 In the event that at any time, as a result of an adjustment made pursuant to Subsection (a) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsection (a), above.

 

(f)                  Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in this Warrant.

 

(g)                 In case at any time or from time to time conditions arise by reasons of action taken by the Company, which in the reasonable opinion of its Board of Directors, are not adequately covered by the provisions of Section 7 hereof, and which might materially and adversely affect the exercise rights of the Holder hereof, the Board of Directors shall appoint a firm of independent certified public accountants, which may be the firm regularly retained by the Company, which will give their opinion upon the adjustment, if any, on a basis consistent with the standards established in the other provisions of Section 7 necessary with respect to the Exercise Price then in effect and the number of Warrant Shares for which the Warrant is exercisable, so as to preserve, without dilution, the exercise rights of the Holder. Upon receipt of such opinion, the Board of Directors shall forthwith make the adjustments described therein.

 

8.                   Loss or Destruction of Warrant. Upon receipt by the Company of evidence satisfactory to it (in the exercise of its reasonable discretion) of the loss, theft, destruction or mutilation of this Warrant Certificate, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant Certificate, if mutilated, the Company shall execute and deliver a new Warrant Certificate of like tenor and date.

 

9.                   Notices. Any notice, demand or delivery authorized by this Warrant Certificate shall be in writing and shall be given to the Holder or the Company, as the case may be, at its address (physical or email) set forth below, or such other address as shall have been furnished to the party giving or making such notice, demand or delivery:

 

 

If to TRER:

Texas Mineral Resources Corp.

539 El Paso St.

Sierra Blanca, Texas 79851
Attention: Daniel Gorski, CEO
Email: dgorski@tmrcorp.com

If to the Holder:

at the address set forth on the last page of this Warrant.

 

Each such notice, demand or delivery shall be effective (i) if given by email, when such email is transmitted or (ii) if given by any other means, when received at the address specified herein.

10.                Rights of the Holder. Prior to the exercise of any Warrant, the Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or any notice of any proceedings of the Company except as may be specifically provided for herein.

 

11.                GOVERNING LAW. THIS WARRANT CERTIFICATE AND ALL RIGHTS ARISING HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, AND THE PERFORMANCE THEREOF SHALL BE GOVERNED AND ENFORCED IN ACCORDANCE WITH SUCH LAWS.

 

12.                Amendments; Waivers. Any provision of this Warrant Certificate may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Holder and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

************

 

IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed by its duly authorized officer and to be dated as of February 10, 2025.

 

 

 

TEXAS MINERAL RESOURCES CORP.

 

 

By:

 

Name: Daniel Gorski

Title:CEO

 

HOLDER:

 

Printed Name:

Email address:

Physical address:

WARRANT EXERCISE FORM

 

(To be executed only upon exercise of the Warrant)

 

To:      TEXAS MINERAL RESOURCES CORP.

 

The undersigned irrevocably exercises this Warrant for the purchase of                          shares (the "Shares") of common stock, par value $0.01 per share, of TEXAS MINERAL RESOURCES CORP. (the "Company") at $                          per Share (the Exercise Price currently in effect pursuant to the Warrant).

 

The undersigned herewith makes payment of $ (such payment being made in cash or by certified or official bank or bank cashier's check payable to the order of the Company, by wire transfer to the Company or by any permitted combination of such cash, check or wire transfer), all on the terms and conditions specified in the within Warrant Certificate, surrenders this Warrant Certificate and all right, title and interest therein to the Company and directs that the Shares deliverable upon the exercise of this Warrant be registered or placed in the name and at the address specified below and delivered thereto.

 

(Check one)

 

      The undersigned holder (i) at the time of exercise of these Warrants is not in the United States; (ii) is not a "U.S. person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and is not exercising these Warrants on behalf, or for the account or benefit, of a person in the U.S. or a "U.S. person"; and (iii) did not execute or deliver this Warrant Exercise Form in the United States; or

 

      The undersigned was a subscriber for a Promissory Note and Warrant of the Company pursuant to which the undersigned received the Warrant and the undersigned hereby represents that: (i) the undersigned and any beneficial purchaser on whose behalf the undersigned purchased the Warrant pursuant to the offering of a Promissory Note and Warrant of the Company is an “accredited investor” as defined in Rule 501(a) under Regulation D under the U.S. Securities Act, and (ii) the representations and warranties made by the undersigned in the loan and securities purchase agreement pursuant to which it purchased the Promissory Note and Warrant are true and correct as of the date hereof in respect to the exercise of the Warrant; or

 

      The undersigned certifies that an exemption from registration under the U.S. Securities Act and any applicable state securities laws is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of this Warrant must be in form and substance reasonably satisfactory to the Corporation.

 

The undersigned acknowledges that the certificates representing the Shares issuable upon exercise of this Warrant will bear a legend restricting their transfer under the U.S. Securities Act and applicable state securities laws.

 

Number of Common Shares beneficially owned or deemed beneficially owned by the Holder on the date of

 

Exercise: ________________________

 

 

 

 

(SIGNATURE ON NEXT PAGE)

 

Date: _________________

 

 

 

(Signature of Owner)

 

(Street Address)

 

(City)                                             (State) (Zip Code)

 

Securities and/or check to be issued to:

 

Please insert social security or identifying number:

 

Name:

 

Street Address:

 

City, State and Zip Code:

 

Any unexercised portion of the Warrant evidenced by the within Warrant Certificate to be issued to:

 

Please insert social security or identifying number:

 

Name:

 

Street Address:

 

City, State and Zip Code:

WARRANT TRANSFER FORM

 

Dated                         ,          

FOR VALUE RECEIVED,                                         hereby sells, assigns and transfers unto                        (the "Assignee"),

 

(please type or print in block letters)

 

 

(insert address)

 

its right to purchase up to shares of Common Stock represented by this Warrant and does hereby irrevocably constitute and appoint                                 Attorney, to transfer the same on the books of the Company, with full power of substitution in the premises.

 

 

Signature:                                      

 

DATED this             day of                                      , 20        .

 

SPACE FOR GUARANTEES OF SIGNATURES (BELOW) )

)

)

)

 

 

Signature of Transferor

 

 

Guarantor’s Signature/Stamp              )

)

 

Name of Transferor

 

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

 

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

 

A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

 

For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding United States affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over- guaranteed

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES.

 

To be completed by transferee.

In connection with this transfer: (check one):

 

____	The undersigned transferee hereby certifies that (i) it is not a U.S. Person and was not offered the Warrants while in the United States and did not execute this certificate while within the United States, (ii) it is not acquiring any of the Warrants represented by this Warrant Certificate by or on behalf of any U.S. person or person within the United States, and (iii) it has in all other respects complied with the terms of Regulation S of the United States Securities Act of 1933, as amended (the “US Securities Act”), or any successor rule or regulation of the United States Securities and Exchange Commission as presently in effect.
____	The undersigned transferee is delivering a written opinion of U.S. counsel to the effect that this transfer of Warrant has been registered under the US Securities Act or are exempt from registration thereunder.

 

Transferee Name:

Signature:

By:

Title:

TEXAS MINERAL RESOURCES CORPORATION

NET ISSUE ELECTION NOTICE FORM

 

To:

Dan Gorski

Texas Mineral Resources Corp.
539 El Paso St.

Sierra Blanca, TX 79851

 

 

Date: [                                 ]

The undersigned hereby elects under Section 3 of this Warrant to surrender the right to purchase                              Warrant Shares pursuant to this Warrant and hereby requests the issuance of                            Warrant Shares, based on the closing price of $           on                        (the exercise price was $0.30 per share). The certificate(s) for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

 

 

 

Signature
Name for Registration
Mailing Address

 

 

v3.25.0.1

Cover	Feb. 12, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2025
Entity File Number	0-53482
Entity Registrant Name	TEXAS MINERAL RESOURCES CORP.
Entity Central Index Key	0001445942
Entity Tax Identification Number	87-0294969
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	539 El Paso St.
Entity Address, City or Town	Sierra Blanca,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	79851
City Area Code	(915)
Local Phone Number	369-2133
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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