Form 8-K - Current report

 

 

 

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) January 30, 2025 (January 28, 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: [phone]

 

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))

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Director Resignations

 

On January 28, 2025, Vern Lund informed Texas Mineral Resources Corp. (“Company”) of his decision to resign as a director effective that date (including his decision not to stand for re-election to the Board at the next annual meeting of stockholders), due to the potential delay in the development of the Round Top project, the potential Company mining exploration activities in New Mexico being outside of Navajo Transitional Energy Company’s (“NTEC”) business and strategic focus, and the increased time demands of managing the business operations of NTEC. In connection with Mr. Lund’s resignation as a director, Mr. Lund resigned as a member of the audit committee. The Company is grateful for, and appreciative of, Mr. Lund’s service as a director, as well as his serving on the audit committee. We expect the board of directors to add an existing director to the audit committee to replace the vacancy created by Mr. Lund’s departure. The Company’s audit committee has two members, both of whom are independent, following Mr. Lund’s resignation.

 

On January 28, 2025, Peter Denetclaw, Jr. informed the Company of his decision to resign as a director effective that date (including his decision not to stand for re-election to the Board at the next annual meeting of stockholders), due to the potential delay in the development of the Round Top project, the potential Company mining exploration activities in New Mexico being outside of NTEC’s business and strategic focus, and the increased time demands of managing the business operations of NTEC. The Company is grateful for, and appreciative of, Mr. Denetclaw’s service as a director.

 

Pursuant to the 2019 common stock investment by NTEC in the Company and as long as NTEC owns at least 2,555,813 shares of our common stock, NTEC has the right to appoint two director nominees, of which Messrs. Lund and Denetclaw served as the two NTEC designees. NTEC currently owns 10,111,883 shares of our common stock. Messrs. Denetclaw and Lund have voting and investment power over the NTEC shares of Company common stock.

 

The Board has a majority of independent directors following the resignations of Messrs. Lund and Denetclaw.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Mr. Lund’s resignation letter dated January 28, 2025
10.2		Mr. Denetclaw, Jr.’s resignation letter dated January 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1 

 

 

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: January 30, 2025	By:	/s/ Wm. Chris Mathers
		Name: Wm. Chris Mathers
		Title: Chief Financial Officer

 

 

2 

 

TEXAS MINERAL RESOURCES CORP. FORM 8-K

Exhibit 10.1

 

Vern Lund

Chief Executive Officer

 

January 28, 2025

 

 

Mr. Anthony Marchese
Chairman of the Audit Committee Board of Directors
Texas Mineral Resources Corp.

539 El Paso Street
Sierra Blanca, Texas 79851

 

Re:  Director Resignation

 

Dear Tony,

 

By this letter, I am resigning from the Board of Directors of Texas Mineral Resources Corp. and from all Board committees on which I currently serve. This resignation is to be effective immediately. My decision to resign includes my decision to not stand for reelection to the Board at TMRC’s next or any future annual meeting of stockholders.

 

As I have explained, it is clear from the disclosures relating to the USARE/SPAC transaction that the development of the Round Top mineral deposits has been significantly deferred, beyond the time frame that had made investment in TMRC attractive to Navajo Transitional Energy Company and that NTEC has been relying on. As I have also explained, since NTEC made its investment, TMRC has begun exploration and development activities in New Mexico in connection with silver deposits. While NTEC does not object to this business initiative, it outside of and wholly unrelated to NTEC's business and strategic focus. As a result of the foregoing, the business rationale for NTEC's involvement with TMRC has changed and is greatly diminished. Finally, in the current energy environment in the US, where the core business of NTEC requires an increasing amount of management time, it is extremely difficult for me to devote the substantial time and energy required for the management and oversight of TMRC, particularly at this critical juncture in the company's development.

 

Accordingly, I have concluded that I am no longer in a position to be able to serve effectively as a member of the TMRC Board. I want to thank you and the other Board members for the opportunity to be of service, and I extend my best wishes to the Board and TMRC for the future.

 

Sincerely yours,

 

 

Vern Lund

 

cc: Mr. Daniel E. Gorski

 

385 lnterlocken Crescent, Suite 400 I Broomfield, CO 80021

T [phone] I F [phone]

 

 

 

TEXAS MINERAL RESOURCES CORP. FORM 8-K

Exhibit 10.2

 

January 28, 2025

 

 

Mr. Anthony Marchese

Chairman of the Audit Committee Board of Directors

Texas Mineral Resources Corp.

539 El Paso Street

Sierra Blanca, Texas 79851

 

Re:   Director Resignation

 

Dear Tony,

 

By this letter, I am resigning from the Board of Directors of Texas Mineral Resources Corp. and from all Board committees on which I currently serve. This resignation is to be effective immediately. My decision to resign includes my decision to not stand for reelection to the Board at TMRC’s next or any future annual meeting of stockholders.

 

As I have explained, it is clear from the disclosures relating to the USARE/SPAC transaction that the development of the Round Top mineral deposits has been significantly deferred, beyond the time frame that had made investment in TMRC attractive to Navajo Transitional Energy Company and that NTEC has been relying on. As I have also explained, since NTEC made its investment, TMRC has begun exploration and development activities in New Mexico in connection with silver deposits. While NTEC does not object to this business initiative, it outside of and wholly unrelated to NTEC’s business and strategic focus. As a result of the foregoing, the business rationale for NTEC’s involvement with TMRC has changed and is greatly diminished. Finally, in the current energy environment in the US, where the core business of NTEC requires an increasing amount of management time, it is extremely difficult for me to devote the substantial time and energy required for the management and oversight of TMRC, particularly at this critical juncture in the company’s development.

 

Accordingly, I have concluded that I am no longer in a position to be able to serve effectively as a member of the TMRC Board. I want to thank you and the other Board members for the opportunity to be of service, and I extend my best wishes to the Board and TMRC for the future.

 

Sincerely yours,

 

Peter Denetclaw, Jr.

Vice Chairman of the Board

 

cc: Mr. Daniel E. Gorski

 

385 Interlocken Crescent, Suite 400 | Broomfield, CO 80021

T [phone] | F [phone]

 

 

Cover	Jan. 30, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 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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