Texas Mineral Resources Corp. Reports Unregistered Equity Sale

TL;DR

TMRC sold unregistered shares on Oct 9th. Details TBD.

AI Summary

Texas Mineral Resources Corp. announced on October 15, 2025, an unregistered sale of equity securities that occurred on October 9, 2025. The filing does not specify the number of securities sold or the price per security.

Why It Matters

This filing indicates a potential dilution of existing shares through a private placement, which could impact the stock price.

Risk Assessment

Risk Level: medium — Unregistered sales can lead to dilution and lack of transparency regarding the terms of the sale.

Key Players & Entities

• Texas Mineral Resources Corp. (company) — Registrant
• October 15, 2025 (date) — Report Date
• October 9, 2025 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $1,098,000 — ompany an aggregate principal amount of $1,098,000, convertible into an aggregate of 3,660
• $0.01 — 0,000 shares of common stock, par value $0.01 per share ("Common Stock), at a fixed c
• $0.30 — n Stock), at a fixed conversion rate of $0.30 per share, and in connection therewith
• $150,000 — f Common Stock for an exercise price of $150,000 (as disclosed in the Form 8-K filed wit
• $300,000 — tock for an aggregate exercise price of $300,000. Item 3.02. Unregistered Sales of Equi

Filing Documents

• tmrc-8k_101525.htm (8-K) — 21KB
• 0001999371-25-015478.txt ( ) — 176KB
• tmrc-20251015.xsd (EX-101.SCH) — 3KB
• tmrc-20251015_lab.xml (EX-101.LAB) — 33KB
• tmrc-20251015_pre.xml (EX-101.PRE) — 22KB
• tmrc-8k_101525_htm.xml (XML) — 3KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The February 2025 Forms 8-K previously reported the issuance of the Warrants that are exercisable to purchase an aggregate of 10,980,000 shares of Common Stock, and the February 2025 Forms 8-K also stated that the issuance of the underlying 10,980,000 shares of Common Stock, upon exercise of the Warrants, would 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 the fifteen "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 issuance of the 1,000,000 shares of Common Stock upon exercise of such Warrant issued in February 2025, as disclosed in Item 8.01 below (which disclosure in Item 8.01 is incorporated herein by reference), was issued in accordance therewith. On October 15, 2025, the Company issued an aggregate of 123,132 shares of Common Stock to its directors in lieu of cash directors' fees and on October 15, 2025, the Company issued 257,407 shares of Common Stock to a director upon a cashless exercise of a previously issued Common Stock option. These shares of Common Stock were issued, in reliance on the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale.

01. Other Events

Item 8.01. Other Events. On October 9, 2025, a holder of a Warrant issued in February 2025 exercised such Warrant and purchased 1,000,000 shares of Common Stock for an aggregate cash exercise price of $300,000. 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: October 15, 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