Texas Mineral Resources Corp.

• Company

  • Name: Texas Mineral Resources Corp. (Registrant; SEC file no. 000-53482)
  • State of incorporation: Delaware
  • Principal executive office: 527 21st Street #44, Galveston, Texas 77550
  • Telephone: (361) 790-5831
  • Shares outstanding (reported): 81,335,813 (as of December 12, 2025)
  • Aggregate market value of voting and non‑voting common equity held by non‑affiliates: $20,591,400 (as of February 28, 2025, OTCQB closing price)

• Core business activities (as disclosed in this filing)

  • Mineral exploration and development / mining activities. The company holds mining leases and related agreements with the State of Texas (including a November 2011 Mining Lease, a September 2014 Purchase Option Agreement, and a September 2014 Groundwater Lease) and other mining-related operating arrangements (e.g., a ReeTech Operating Agreement and TRER license referenced in exhibits).
  • Property ownership and acquisitions: in December 2024 the CEO (Daniel Gorski) assigned his ownership interest in the Carlisle mine and related real estate to a wholly‑owned subsidiary of the Company in exchange for a $75,000 promissory note (no interest) due December 2025, secured by the conveyed property. The Carlisle property parcels conveyed are listed by patent number and acreage:
    • Carlisle Millsite, patent No. 280 — Section 12, T17S, R21W — ~5.00 acres
    • Homestead Lode, patent No. 283 — Section 12, T17S, R21W — ~17.91 acres
    • Columbia Lode, patent No. 284 — Section 12, T17S, R21W — ~19.46 acres
    • Carlisle Lode, patent No. 279 — Section 01, T17S, R21W — ~20.660 acres
  • The filing also references the Round Top project in executive biographies (CEO background), but the Amendment itself does not provide further operational detail about production or product lines.

• Employees and management

  • Number of employees: 2 (the filing states “The Company only has two employees, being our Named Executive Officers.”)
  • Named executive officers (employees): Daniel E. Gorski (CEO) and Wm. Chris Mathers (CFO).
  • Board: six directors are disclosed as of the filing; governance committees (Audit, Compensation, Corporate Governance & Nominating) are established and described.

• Customers and revenue

  • Customers: the filing does not disclose any customers or sales contracts.
  • Revenue: the Amendment does not present a line-item revenue figure for the periods in the excerpt. (No explicit revenue totals are provided in the supplied text.)

• Reported results (Net income / (loss) as presented in the Pay Versus Performance table)

  • Fiscal year ended August 31, 2023: Net loss of $(2,591,961)
  • Fiscal year ended August 31, 2024: Net loss of $(833,009)
  • Fiscal year ended August 31, 2025: Net loss of $(1,933,253)

• Recent financing and capital structure details disclosed

  • February 2025 debt financing: the Company closed unsecured promissory notes in the aggregate principal amount of $1,098,000 and issued five‑year warrants to purchase up to 10,980,000 shares of common stock (exercise price $0.30 per share, exercisable through Feb 10, 2030).
  • Conversion: as of August 9, 2025, holders converted notes totaling $1,098,000 into 3,660,000 shares (fixed conversion rate), extinguishing those notes.
  • Warrants: the February 2025 warrants remain exercisable (10,980,000 shares at $0.30), include piggy‑back registration rights, and provide for net‑issuance exercise if resale registration is not effective beginning Feb 10, 2026.
  • Director and related participation in the February 2025 financing:
    • Directors purchased an aggregate $178,000 of notes (converted into 593,334 shares) and received warrants for 1,780,000 shares. Breakdown: Marchese $100,000; Wall $50,000; Gorski $20,000; Malhotra $8,000.
    • Family members of Mr. Marchese (not household) participated with $225,000 (converted into 750,000 shares) and received warrants for 2,250,000 shares.
    • Two family members of Mr. Wall (not household) participated with $75,000 (converted into 250,000 shares) and received a warrant for 750,000 shares.

• Ownership highlights disclosed

  • All directors and executive officers as a group: 17,925,469 shares (22.2% of outstanding shares, as reported).
  • Largest institutional/identified holder disclosed: Navajo Transitional Energy Company — 9,161,883 shares (11.6%).
  • Individual director holdings called out (examples): Daniel E. Gorski — 7,273,090 shares (including 200,000 underlying a warrant); Anthony Marchese — 7,307,156 shares (including holdings through Insiders Trend Fund, LP and a warrant); Cecil Wall — 2,640,311 shares (including trust holdings and a warrant).

• Other noteworthy disclosures from this Amendment

  • The Company maintains an Insider Trading Policy (adopted November 2024) that prohibits short sales and pledging Company securities as collateral.
  • The Company has a Code of Business and Ethical Conduct (available on its website).
  • Audit and professional fees: total audit and tax fees disclosed for fiscal 2025 were $98,900 ($93,650 audit; $5,250 tax).
  • The Amendment is filed to furnish Part III information and certain officer certifications; it does not include or change the Company’s audited financial statements.

Notes / caveats

• The supplied filing excerpt does not provide explicit customer counts, product revenues, or segmented operating revenues; where those items are not stated above, they were not disclosed in the provided text.
• All figures and statements above are taken directly from the supplied Form 10‑K/A excerpt.