TMRC gets $150K from warrant exercise

Texas Mineral Resources Corp. reported a partial exercise of previously issued warrants tied to a February 2025 financing.

Rhea-AI Filing Summary

Texas Mineral Resources Corp. reported a partial exercise of previously issued warrants tied to a February 2025 financing. In that earlier transaction, accredited investors lent the company a principal amount of $1,098,000, convertible into 3,660,000 shares of common stock at $0.30 per share, and received five-year warrants to purchase an aggregate of 10,980,000 shares at an exercise price of $0.30 per share.

On September 15, 2025, one warrant holder partially exercised a warrant and purchased 500,000 shares of common stock for an aggregate cash exercise price of $150,000. The company states that these shares were issued as an unregistered sale of equity securities in reliance on the private-offering exemption under Section 4(a)(2) of the Securities Act to accredited investors.

Insights

Capital structure and securities analyst

TMRC receives $150,000 from a small warrant exercise under a prior private financing.

The company describes a February 2025 financing where accredited investors provided a loan with a principal amount of $1,098,000, convertible into 3,660,000 common shares at $0.30 per share. In connection with that financing, the investors also received five-year warrants to purchase an aggregate of 10,980,000 common shares at an exercise price of $0.30 per share.

The filing states that on September 15, 2025, a holder partially exercised one of these warrants and bought 500,000 shares for a cash exercise price of $150,000. This is treated as an unregistered sale of equity under Section 4(a)(2) of the Securities Act to accredited investors, consistent with the original terms. The event brings in a modest amount of cash while slightly increasing the common share count, with the larger remaining warrant balance still available for future exercises.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Texas Mineral Resources Corp. (TMRC) disclose in this 8-K?

The company disclosed that a holder of a warrant issued in February 2025 partially exercised the warrant on September 15, 2025 and purchased 500,000 shares of common stock for an aggregate cash exercise price of $150,000.

How many warrants were originally issued by TMRC in the February 2025 financing?

In the February 2025 transaction, investors received five-year warrants to purchase an aggregate of 10,980,000 shares of Texas Mineral Resources Corp. common stock at an exercise price of $0.30 per share.

What were the original loan and conversion terms referenced by TMRC?

The company entered into loan and securities purchase agreements under which investors lent an aggregate principal amount of $1,098,000, convertible into 3,660,000 shares of common stock at a fixed conversion rate of $0.30 per share.

How were the 500,000 TMRC shares issued upon warrant exercise treated under securities laws?

The 500,000 shares of common stock issued upon partial warrant exercise were treated as an unregistered sale of equity securities in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act to accredited investors.

Did TMRC receive cash from the warrant exercise disclosed in the 8-K?

Yes. The partial exercise of the February 2025 warrant resulted in the holder purchasing 500,000 shares of common stock for an aggregate cash exercise price of $150,000 paid to the company.

What are the key terms of the TMRC warrants related to the February 2025 transaction?

The warrants issued in February 2025 have a five-year term, are exercisable to purchase an aggregate of 10,980,000 shares of common stock, and carry an exercise price of $0.30 per share, with piggy-back registration rights and a net issuance feature starting February 10, 2026 if resale cannot occur under an effective registration statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/19/2025 - 04:11 PM Learn about SEC filing dates

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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) September 19, 2025 (September 15, 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.)

527 21^st Street #44

Galveston, TX 77550

(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):

	☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a -12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e -4(c))

INTRODUCTORY NOTE

As previously announced in Forms 8-K filed with the Securities and Exchange Commission (“SEC”) on February 12, 2025 (“February 12 Form 8-K”) and February 20, 2025 (“February 20 Form 8-K,” and collectively with the February 12 Form 8-K, the “February 2025 Forms 8-K”), Texas Mineral Resources Corp. (the “Company”) entered into loan and securities purchase agreements with an aggregate of fifteen accredited investors, pursuant to which the investors lent the Company an aggregate principal amount of $1,098,000, convertible into an aggregate of 3,660,000 shares of common stock, par value $0.01 per share (“Common Stock), at a fixed conversion rate of $0.30 per share, and in connection therewith the investors received five-year warrants to purchase an aggregate of 10,980,000 shares of Common Stock at an exercise price of $0.30 per share (“Warrants”). As reported in a Form 8-K filed with the SEC on August 11, 2025, the Company announced that the principal amount of $1,098,000 of the notes were converted into 3,660,000 shares of Common Stock. In connection with the issuance of the Warrants, the Company 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. As set forth in Item 8.01 below, there was a partial exercise of a Warrant issued in February 2025 in connection with this February 2025 transaction.

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 500,000 shares of Common Stock upon partial exercise of a 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.

Item 8.01. Other Events.

On September 15, 2025, a holder of a Warrant issued in February 2025 partially exercised such Warrant and purchased 500,000 shares of Common Stock for an aggregate cash exercise price of $150,000.

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: September 19, 2025	By:	/s/ Wm. Chris Mathers
		Name: Wm. Chris Mathers
		Title: Chief Financial Officer