Texas Mineral Resources Corp. Files 8-K on Key Agreements

TL;DR

TRMC filed an 8-K detailing a material agreement, new debt, and equity sales.

AI Summary

Texas Mineral Resources Corp. entered into a material definitive agreement on February 10, 2025, related to its business operations. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. This filing provides details on these significant corporate events.

Why It Matters

This 8-K filing indicates significant corporate actions by Texas Mineral Resources Corp., including new financial obligations and equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Texas Mineral Resources Corp. (company) — Registrant
• February 12, 2025 (date) — Date of Report
• February 10, 2025 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $848,000 — ompany an aggregate principal amount of $848,000 ("Loans"). There are no closing conditi
• $0.01 — 0,000 shares of common stock, par value $0.01 per share ("Common Stock"). The proceed
• $0.30 — f Common Stock at a conversion price of $0.30 per share, and (v) will be exchangeable
• $1,000,000 — onsideration in any financing exceeding $1,000,000 that closes on or prior to August 10, 2
• $203,000 — effect Loans in the aggregate amount of $203,000 and have entered into Loan Agreements w
• $100,000, M — , with Mr. Marchese to effect a Loan of $100,000, Mr. Wall to effect a Loan of $75,000, Mr.
• $75,000, M — $100,000, Mr. Wall to effect a Loan of $75,000, Mr. Gorski to effect a Loan of $20,000, a
• $20,000 — $75,000, Mr. Gorski to effect a Loan of $20,000, and Mr. Malhotra to effect a Loan of $
• $8,000 — 0, and Mr. Malhotra to effect a Loan of $8,000. Family members of Mr. Marchese will ef
• $225,000 — effect Loans in the aggregate amount of $225,000 and have entered into Loan Agreements w

Filing Documents

• trmc-8k.htm (8-K) — 27KB
• ex10-1.htm (EX-10.1) — 64KB
• ex10-2.htm (EX-10.2) — 17KB
• ex10-3.htm (EX-10.3) — 78KB
• 0001999371-25-001534.txt ( ) — 391KB
• trmc-20250212_lab.xml (EX-101.LAB) — 33KB
• trmc-20250212_pre.xml (EX-101.PRE) — 24KB
• trmc-20250212.xsd (EX-101.SCH) — 3KB
• trmc-8k_htm.xml (XML) — 3KB

01. Entry into a Material Agreement

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-ba

03. Creation of a Direct Financial Obligation or an Obligation

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.

02. Unregistered Sales of Equity Securities

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.

01 Financial Statements and Exhibits

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

View Full Filing

View this 8-K filing on SEC EDGAR