UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-Q 

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2017
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  

For the transition period from             to

 

Commission file number: 000-53482

  

TEXAS MINERAL RESOURCES CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware		87-0294969
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
539 West El Paso Street
Sierra Blanca, Texas		79851
(Address of Principal Executive Offices)		(Zip Code)
(915) 369-2133
(Registrant’s Telephone Number, including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer   ☐	Smaller reporting company ☒

  

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

 

Number of shares of issuer’s common stock outstanding at April 11, 2017: 44,941,532

 

 

  

Table of Contents

  

	Part I		Page
Item 1	Financial Statements (Unaudited)		3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3	Quantitative and Qualitative Disclosures About Market Risk		13
Item 4	Controls and Procedures		14
	Part II
Item 1	Legal Proceedings		14
Item 1A.	Risk Factors		14
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		15
Item 3	Defaults upon Senior Securities		15
Item 4	Mine Safety Disclosures		15
Item 5	Other Information		15
Item 6	Exhibits		16
Signatures			17

   

    

 

Texas Mineral Resources Corp

BALANCE SHEETS

(Unaudited)

 

		February 28, 2017				August 31, 2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	1,162			$	5,164
Prepaid expenses and other current assets			16,667				6,667
Total current assets			17,829				11,831
Property and equipment, net			8,856				15,536
Mineral properties			1,753,446				1,753,446
Deposits			24,000				29,710
TOTAL ASSETS		$	1,804,131			$	1,810,523
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities		$	306,030			$	252,245
Accounts payable - related party			477,498				350,288
Notes payable - related party, net of discount			109,337				76,500
Current portion of note payable			260,387				260,387
Total current liabilities			1,153,252				939,420
Total liabilities			1,153,252				939,420
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of February 28, 2017 and August 31, 2016, respectively			—				—
Common stock, par value $0.01; 100,000,000 shares authorized, 44,941,532 shares issued and outstanding as of February 28, 2017 and August 31, 2016, respectively			449,416				449,416
Additional paid-in capital			32,955,555				32,918,544
Accumulated deficit			(32,754,092	)			(32,496,857	)
Total shareholders’ equity			650,879				871,103
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	1,804,131			$	1,810,523

 

The accompanying notes are an integral part of these financial statements.

 

 

TEXAS MINERAL RESOURCES CORP 

UNAUDITED STATEMENTS OF OPERATIONS

 

		Six Months Ended February 28,				Six Months Ended February 29,				Three Months Ended February 28,				Three Months Ended February 29,
			2017				2016				2017				2016
OPERATING EXPENSES
Exploration costs		$	9,378			$	44,311			$	6,133			$	39,463
General and administrative expenses			223,152				616,865				103,646				343,557
Total operating expenses			232,530				661,176				109,779				383,020
LOSS FROM OPERATIONS			(232,530	)			(661,176	)			(109,779	)			(383,020	)
OTHER INCOME (EXPENSE)
Interest and other income			1				6,061				—				6,006
Interest and other expense			(24,706	)			(6,259	)			(19,510	)			(1,856	)
Total other income (expense)			(24,705	)			(198	)			(19,510	)			4,150
NET LOSS		$	(257,235	)		$	(661,374	)		$	(129,289	)		$	(378,870	)
Net loss per share:
Basic and diluted net loss per share		$	(0.01	)		$	(0.02	)		$	(0.00	)		$	(0.01	)
Weighted average shares outstanding:
Basic and diluted			44,941,532				42,889,939				44,941,532				44,411,862

 

The accompanying notes are an integral part of these financial statements. 

 

 

TEXAS MINERAL RESOURCES CORP 

UNAUDITED STATEMENTS OF CASH FLOWS 

 

		Six Months Ended February 28,				Six Months Ended February 29,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(257,235	)		$	(661,374	)
Adjustments to reconcile net loss to net cash used in operating activities:
Discount on notes payable			17,563				—
Depreciation expense			6,680				15,174
Gain on sale of asset			—				(5,697	)
Stock based compensation			12,285				134,830
Changes in current assets and liabilities:
Prepaid expenses and other assets			(4,289	)			(1,605	)
Accounts payable and accrued expenses			53,784				41,067
Accounts payable related party			127,210				102,981
Net cash used in operating activities			(44,002	)			(374,624	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment			—				9,777
Investment in mineral properties			—				(15,000	)
Net cash (used in) provided by investing activities			—				(5,223	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party			40,000				—
Payment on lease note payable			—				(30,459	)
Cash from sale of common stock			—				562,000
Net cash provided by financing activities			40,000				531,541
NET CHANGE IN CASH AND CASH EQUIVALENTS			(4,002	)			151,694
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			5,164				2,938
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	1,162			$	154,632
SUPPLEMENTAL INFORMATION
Interest paid		$	—			$	—
Taxes paid		$	—			$	—
NON-CASH TRANSACTIONS
Subscriptions receivable		$	—			$	7,500
Conversion of notes payable and accrued interest to units		$	—			$	90,000

 

The accompanying notes are an integral part of these financial statements.

 

 

Texas Mineral Resources Corp. 

Notes to Interim Financial Statements 

February 28, 2017 

(Unaudited)

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited interim financial statements of Texas Mineral Resources Corp. (“we”, “us”, “our”, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our annual report on Form 10-K, for the year ended August 31, 2016, dated December 14, 2016 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended August 31, 2016 as reported in our annual report on Form 10-K, have been omitted.

 

The financial statements have been prepared on a going concern basis which assumes the Company will not be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $32,754,092 as of February 28, 2017 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and or private placement of common stock.

 

On March 14, 2016, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to amend its Certificate of Incorporation to change the name of the Company from “Texas Rare Earth Resources Corp” to “Texas Mineral Resources Corp”. The amendment shall be effective at 9:00 am EST on March 21, 2016. The Certificate of Amendment did not make any other amendments to the Company’s Certificate of Incorporation.

 

Reclassifications

 

For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2017. 

 

NOTE 2 – MINERAL PROPERTIES

 

September 2011 Lease

 

On September 2, 2011, we entered into a new mining lease with the Texas General Land Office covering Sections 7 and 18 of Township 7, Block 71 and Section 12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the Texas General Land Office gives us the right to explore, produce, develop, mine, extract, mill, remove, and market beryllium, uranium, rare earth elements, all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years so long as minerals are produced in paying quantities.

 

Under the lease, we will pay the State of Texas a lease bonus of $142,518; $44,718 of which was paid upon the execution of the lease, and $97,800 which will be due when we submit a supplemental plan of operations to conduct mining. Upon the sale of minerals removed from Round Top, we will pay the State of Texas a $500,000 minimum advance royalty.

 

Thereafter, we will pay the State of Texas a production royalty equal to eight percent (8%) of the market value of uranium and other fissionable materials removed and sold from Round Top and six and one quarter percent (61/4%) of the market value of all other minerals removed and sold from Round Top.

 

Thereafter, assuming production of paying quantities has not been obtained, we may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule:

  

			Per Acre Amount				Total Amount
September 2, 2015 – 2019			$	75			$	67,077
September 2, 2020 – 2024			$	150			$	134,155
September 2, 2025 – 2029			$	200			$	178,873

 

 

NOTE 2 – MINERAL PROPERTIES (Continued)

 

In August 2016, we paid a delay rental to the State of Texas in the amount of $67,077.

 

November 2011 Lease

 

On November 1, 2011, we entered into a mining lease with the State of Texas covering 90 acres, more or less, of land that we purchased in September 2011 near our Round Top site. The deed was recorded with Hudspeth County on September 16, 2011. Under the lease, we paid the State of Texas a lease bonus of $20,700 which was paid upon the execution of the lease. Upon the sale of minerals removed from Round Top, we will pay the State of Texas a $50,000 minimum advance royalty. Thereafter, we will pay the State of Texas a production royalty equal to eight percent (8%) of the market value of uranium and other fissionable materials removed and sold from Round Top and six and one quarter percent (6 1/4%) of the market value of all other minerals sold from Round Top.

 

Thereafter, assuming production of paying quantities has not been obtained, we may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule:

 

			Per Acre Amount				Total Amount
November 1, 2015 – 2019			$	75			$	6,750
November 1, 2020 – 2024			$	150			$	13,500
November 1, 2025 – 2029			$	200			$	18,000

  

In October 2016, we paid a delay rental to the State of Texas of $6,750.

 

March 2013 Lease

 

On March 6, 2013, we entered into a lease assignment (the “Lease Assignment Agreement”) with Southwest Range & Wildlife Foundation, Inc., a Texas non-profit corporation (the “Foundation”), pursuant to which the Foundation agreed to assign to us a surface lease identified with the State of Texas as Surface Lease SL20040002 (the “West Lease”), which covers 54,990.11 acres in Hudspeth County, Texas. In exchange for the West Lease, we agreed to: (i) pay the Foundation $500,000 in cash; (ii) issue 1,063,830 of our common shares, par value $0.01 (the “Common Shares”); and (iii) make ten (10) payments to the Foundation of $45,000 each. The first payment was made in June 2013, and the nine (9) subsequent payments due on or before June 1 of each of the following years, such payments to be used by the Foundation to support conservation efforts within the Rio Grande Basin. The Lease Assignment Agreement contains standard representations, warranties and covenants. The closing of the transaction contemplated by the Lease Assignment Agreement was completed on March 8, 2013. As of February 28, 2017 the fourth annual payment of $45,000 was not paid for the June 2016 payment; however, the Company has received a waiver until May 31, 2017 for payment.

 

October 2014 Surface Option

 

In October 2014, we executed an agreement with the Texas General Land Office securing the option to purchase the surface rights covering the potential Round Top project mine and plant areas, and separately a lease to develop the water necessary for the potential Round Top project mine operations.

 

The option to purchase the surface rights covers approximately 5,670 acres over the mining lease and the additional acreage adequate to site all potential heap leaching and processing operations as currently anticipated by the Company. We may exercise the option for all or part of the option acreage at any time during the sixteen-year primary term of the mineral lease. The option can be kept current by an annual payment of $10,000 due in October, which has not been paid as of the date of this filing. The purchase price will be the appraised value of the surface at the time of exercising the option.

 

The ground water lease secures our right to develop the ground water within a 13,120 acre lease area located approximately 4 miles from the Round Top deposit. The lease area contains five existing water wells. It is anticipated that all potential water needs for the Round Top project mine operations would be satisfied by the existing wells covered by this water lease. This lease has an annual minimum production payment of $5,000 prior to production of water for the operation due in October, which has not been paid as of the date of this filing. After initiation of production we will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater. This lease remains effective as long as the West Lease is in effect.

 

 

The Pagnotti Enterprises Inc. Memorandum of Understanding

 

On June 28, 2016 TMRC executed a Memorandum of understanding with Pagnotti Enterprises Inc. (“PEI”) of Wilkes Barre, Pennsylvania, owners of the Jeddo Coal Co., whereby under specified terms TMRC could lease one or more of Jeddo’s deposits located in the anthracite region of northeast Pennsylvania. Research by the Department of Energy (DOE) has shown that these coal deposits and the sandstones and siltstones immediately associated with them contain anomalously high values of rare earth and on particular interest, Scandium. The DOE research to date has indicated that the rare earth can be efficiently extracted from pulverized rock using ammonium sulfate as the lixiviant. TMRC is in the process of preparing an application for a federal grant to design and construct a continuous ion exchange/continuous ion chromatography (CIX/CIC) pilot plant to be delivered to a designated project area in the Appalachian cold province. TMRC and its co-applicants, K-Tech, Inventure Renewables, of Tuscaloosa, Alabama and Penn State University are proposing to plan, develop, design and install the CIX/CIC pilot plant at one of the Jeddo Coal properties. The timing of the award of this grant is currently uncertain. The application for this award is competitive and others are participating.

 

Under the terms of the Memorandum of Understanding (MOU) signed 28 June 2016, TMRC had a six months term to perform the necessary due diligence and to technically and economically evaluate the properties. Upon execution of the MOU TMRC and PEI will have six months to draft and execute a formal lease agreement containing all the standard terms of mining lease agreements. TMRC will be obligated to pay a $5,000 per month rental or a 12% royalty whichever is greater upon execution of the lease with PEI. TMRC has asked for and received an extension of the original six months due diligence period to the new due date of June 30, 2017.

 

NOTE 3 – NOTES PAYABLE

 

In relation to the Foundation lease discussed in Note 2 the Company recorded a note payable for an amount for the initial $45,000 due upon signing of lease and the nine (9) future payments due of $45,000 which has been recorded at its present value discounted with an imputed interest rate of 5% for a total note payable of $364,852. As of the date of this filing, we have not paid the fourth installment of our surface lease in the amount of $45,000 to the Southwest Wildlife Foundation. As a result the full amount of the note payable has been classified as currently due. The Company has received a waiver until May 31, 2017 for the June 2016 payment. The note payable balance as of February 28, 2017 and August 31, 2016 was $260,387. The Company has also accrued interest expense as of February 28, 2017 and August 31, 2016 of $22,500 and $18,750, respectively which is included in accrued liabilities.

 

On July 1, 2016 the Company entered into two loans for $2,500 each from two directors of the Company. The loans are due July 1, 2017, non-interest accruing, and unsecured. As additional consideration for the loans, we issued 5,000 common stock purchase warrants to each individual. The warrants have an exercise price of $0.10 and term of five years. The loans have a relative fair value of $3,815 and the warrants have a relative fair value of $1,185 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.00% (ii) estimated volatility of 185% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. The notes payable balance as of February 28, 2017 and August 31, 2016 was a total of $5,000.

 

On September 1, 2016, the Company entered into five loans totaling $71,500 from five directors of the Company. The loans were due March 1, 2017, are non-interest bearing, and unsecured. As of this filing the loans are in default and due upon demand. As additional consideration for the loans, we issued in total 147,000 common stock purchase warrants. The warrants have an exercise price of $0.10 and term of five years. The loans have a relative fair value of $57,414 and the warrants have a relative fair value of $14,086 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.180% (ii) estimated volatility of 245% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. The notes payable balance as of February 28, 2017 was $71,500.

 

On November 1, 2016 the Company entered into two loans for $4,000 and $1,000 from two directors of the Company. The loans are due April 30, 2017 and April 1, 2017, respectively, are non-interest bearing, and unsecured. As of this filing the loan with a April 1, 2017 due date is in default and due upon demand. As additional consideration for the loans, we issued 4,000 and 1,000 common stock purchase warrants to each individual. The warrants have an exercise price of $0.10 and term of five years. The loans have a relative fair value of $4,522 and the warrants have a relative fair value of $478 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.30% (ii) estimated volatility of 181% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. The notes payable balance as of February 28, 2017 and August 31, 2016 was $5,000 and $0, respectively.

 

On December 12, 2016, the Company entered into a loan for $15,000 a director of the Company. The loan is due June 12, 2017, is non-interest accruing, and unsecured. As additional consideration for the loans, we issued 45,000 common stock purchase warrants to the individual. The warrants have an exercise price of $0.10 and term of five years. The loan has a relative fair value of $11,296 and the warrants have a relative fair value of $3,704 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.90% (ii) estimated volatility of 241% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. The notes payable balance as of February 28, 2017 and August 31, 2016 was $15,000 and $0, respectively.

 

 

On January 12, 2017 the Company entered into two loans totaling $20,000 from a director and an officer of the Company. The loans are due July 12, 2017, are non-interest accruing, and unsecured. As additional consideration for the loans, we issued 40,000 common stock purchase warrants to each individual. The warrants have an exercise price of $0.10 and term of five years. The loans have a relative fair value of $13,542 and the warrants have a relative fair value of $6,458 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.87% (ii) estimated volatility of 240% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. The notes payable balance as of February 28, 2017 and August 31, 2016 was $20,000 and $0, respectively.

 

The Company has recorded total discounts on the notes payable in the amount of $24,726. For the six months ended February 28, 2017, amortization of discounts on the notes payable totals $17,563. 

 

NOTE 4 – SHAREHOLDERS’ EQUITY

 

Capital Stock

 

Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 per share.

 

All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. The shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by our Board of Directors (our “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Corporation, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding.

 

During the six months ended February 28, 2017, we recognized $12,285 in stock compensation expense for 60,000 stock options issued to an outside consultant for services.

  

NOTE 5 – RELATED PARTY TRANSACTIONS

 

The Company had accounts payable to related parties in the approximate amount of $447,000 and $350,000 at February 28, 2017 and August 31, 2016, respectively.

 

The Company rents office space on a month to month basis of $1,600 from a director. This space is currently subleased to a tenant.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

In this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to “Texas Mineral Resources Corp,” “the Company” “we,” “our” or “us” refer to Texas Mineral Resources Corp. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this quarterly report. This Quarterly Report on Form 10-Q may also contain statistical data and estimates we obtained from industry publications and reports generated by third parties. Although we believe that the publications and reports are reliable, we have not independently verified their data.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q, include, but are not limited to:

 

●

the progress, potential and uncertainties of our 2017-2018 rare-earth exploration plans at our Round Top project in Hudspeth County, Texas (the “Round Top Project”);

●

timing for a completed feasibility study for our Round Top Project;

 

 

●

the success of getting the necessary permits for future drill programs and future project development;

●

expectations regarding our ability to raise capital and to continue our exploration plans on our properties;

●

plans regarding anticipated expenditures at the Round Top Project; and

●

plans outlined under the section heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Plan of Operation”.

 

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

 

●

risks associated with our history of losses and need for additional financing;

●

risks associated with our limited operating history;

●

risks associated with our properties all being in the exploration stage;

●

risks associated with our lack of history in producing metals from our properties;

●

risks associated with our need for additional financing to develop a producing mine, if warranted;

●

risks associated with our exploration activities not being commercially successful;

●

risks associated with increased costs affecting our financial condition;

●

risks associated with a shortage of equipment and supplies adversely affecting our ability to operate;

●

risks associated with mining and mineral exploration being inherently dangerous;

●

risks associated with mineralization estimates;

●

risks associated with changes in mineralization estimates affecting the economic viability of our properties;

●

risks associated with uninsured risks;

●

risks associated with mineral operations being subject to market forces beyond our control;

●

risks associated with fluctuations in commodity prices;

●

risks associated with permitting, licenses and approval processes;

●

risks associated with the governmental and environmental regulations;

●

risks associated with future legislation regarding the mining industry and climate change;

●

risks associated with potential environmental lawsuits;

●

risks associated with our land reclamation requirements;

●

risks associated with rare earth and beryllium mining presenting potential health risks;

●

risks related to title in our properties

●

risks related to competition in the mining and rare earth elements industries;

●

risks related to economic conditions;

●

risks related to our ability to manage growth;

●

risks related to the potential difficulty of attracting and retaining qualified personnel;

●

risks related to our dependence on key personnel;

●

risks related to our United States Securities and Exchange Commission (the “SEC”) filing history; and

●

risks related to our securities.

 

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report and “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2016, filed with the SEC on December 14, 2016. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements.

 

Overview

 

We are a mining company engaged in the business of the acquisition, exploration and, if warranted, development of mineral properties. We currently hold two nineteen year leases, executed in September 2011 and November 2011, to explore and develop a 950 acre rare earths project located in Hudspeth County, Texas known as the Round Top Project and prospecting permits covering an adjacent 9,345 acres. Our principal focus will be on developing a metallurgical process to concentrate or otherwise extract the metals from the Round Top rhyolite, although we will continue to examine other opportunities in the region as they develop. We currently have limited operations and have not established that any of our projects or properties contain any Proven or Probable Reserves under SEC Industry Guide 7. Our operations are exploratory in nature.

 

 

We currently do not have any producing properties and consequently, we have no current operating income or cash flow and have not generated any revenues. Further exploration will be required before a final evaluation as to the economic and practical feasibility of any of our properties is determined.

 

On December 23, 2013, we published a revised version of the June 2012 Preliminary Economic Assessment (the “Revised PEA”) on the Round Top Project based on a 20,000 tonne per day heap leach operation using a conventional element separation plant. The mineralized material estimate was recalculated to include uranium, niobium, tantalum and tin. The revised PEA assesses the potential economic viability of the simplified and “scaled down” operation which we believe is a much better fit with the present rare earth market.

 

On September 8, 2014, we announced that we had completed an internal analysis suggesting that there is a reasonable possibility to adapt a lower volume staged growth approach to development of our Round Top project. The analysis indicated that an operation designed to produce a selected group of separated REE products in the range of 350-450 tonnes per year range, could potentially yield favorable mine economics. The goal of the proposed staged approach would be to increase mining rates if and when our products gained acceptability. The analysis suggested that capital needs in the Revised PEA could be proportionally reduced in relation to the lower volume initial stage. We are currently conducting a more detailed analysis of the relative capital expenses and operating expenses requirements of a scaled down processing plant with both solvent extraction and ion exchange processes under evaluation. We believe the lower capital requirements of a staged startup could offset any marginal increase in unit operating costs.

 

Our current management and Board are stockholder-centric, and receive either no cash compensation or much less than previous management. We will require definitive scientific documentation, rigorous economic studies, consideration of a wide range of alternatives and meticulous oversight of any cash outlays of stockholder funds.

 

Current Plan of Operations

 

Continued Work Program on Round Top Project

 

See “Properties – Current and Planned Metallurgical Activities” for a description of our current work activities and budget for the Round Top Project.

 

Exploration Potential of the Round Top Property

 

Although we have no plans in the next 24 months to conduct more physical exploration, we do believe, as stated in our 2010 presentations, that there are untested exploration targets present. They are:

  

1.

Uranium-beryllium mineralization at the lower contact of the rhyolite and the underlying sedimentary rock. This class of mineralization was the target of the successful exploration program conducted in the late 1980’s by Cabot Corporation and Cyprus Exploration. It appears to be structurally controlled and associated with a later phase of hydrothermal or gas phase deposition that occurred sometime after the emplacement of the rhyolite. This fluorite-beryllium replacement mineralization in what is termed the West Side Fault under the north side of Round Top was the topic of a 1988 in-house feasibility study by Cyprus Minerals to historical standards (not NI 43-101 compliant under today’s Canadian regulations, not an SEC Industry Guide 7 compliant feasibility study) to produce beryllium. This zone is the location of the intact decline and lateral mine workings developed by Cyprus Minerals in 1988-89. Sampling and analysis by TMRC indicates the presence of uranium mineralization occurring adjacent to and likely associated with these beryllium bearing structures. This “Contact Zone” mineralization is not restricted to Round Top and is present under the Sierra Blanca rhyolite and there is some evidence in drill holes on Little Blanca that this style of mineralization may also be present there.

 

2.

Uranium-beryllium-rare earth and other rare metals hosted as structurally controlled fluorite replacements in the limestones at depth below the known deposits. Geologic and geochemical conditions are thought to be conducive for the emplacement of replacement type deposits within the same fault zones that hosted the known beryllium-uranium deposits at depth where favorable host limestones are present. We believe that careful compilation and analysis of existing surface geologic mapping and of the drill data may better define these targets.

 

We believe that using the existing data we can improve our understanding of the exploration potential of the area without resorting to such expensive techniques such as drilling.

 

 

Actively Seeking Project Partners

 

In addition to pursuing the exploration of our Round Top Project, we are actively seeking industry partners to assist the Company in financing the exploration and, if warranted, development of the Round Top Project. While we do not currently have any agreements and do not anticipate any agreements in the near future, we are actively engaged in pursuing partners for the Round Top Project for a range of participation, including but not limited to, joint-venture arrangements, project sale, significant investment in the Company, back-end processing and product sales arrangements and other financing arrangements to assist in the Round Top Project.

 

Development of the Northeastern Pennsylvania Scandium Project.

 

Development of the Scandium potential of the Pagnotti Enterprises Inc. properties is proceeding along two paths. One is the application to the DOE for a Federal Grant. The other is to seek private financing of the project. These two strategies are not mutually exclusive but also hold the option of developing two or more of the deposits simultaneously.

 

Liquidity and Capital Resources

 

As of February 28, 2017, we had a working capital deficit of approximately $1,135,000 and a cash balance of approximately $1,200. We will need to raise additional funding to implement our business strategy

 

We currently need to raise additional capital. During our fiscal year ending August 31, 2017, we have minimized spending for metallurgical testing and flow sheer development, additional geologic and resource modeling and compliance costs associated with state governmental agencies and appropriate staff and consulting expenses until such time we raise additional capital or secure a strategic partner. The timing of these expenditures is dependent upon a number of factors, including the availability of third party contractors.

 

During the current fiscal year ending August 31, 2016 and 2017, we had planned to complete Stage 1of our metallurgical activities as discussed in the section heading “ITEM 2. PROPERTIES” of our Annual Report on Form 10-K as filed with the SEC on December 14, 2016. Our budget for the metallurgical component of Stage 1 activity is approximately $241,000. To date we have expended approximately $134,000 of the budgeted amount on the Stage 1 metallurgical activities. Stage 1 is not yet complete.

 

The audit opinion and notes that accompany our financial statements for the year ended August 31, 2016, disclose a ‘going concern’ qualification to our ability to continue in business. The accompanying financial statements have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception. We do not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and raising additional funds. We believe that the going concern condition cannot be removed with confidence until the Company has entered into a business climate where funding of its activities is more assured.

 

We currently do not have funds to pursue exploration or development work on any of our properties, which means that we will be required to raise additional capital, enter into joint venture relationships, or find alternative means to finance our properties in order to place them into commercial production, if warranted, or evaluate the possibility of selling one or more of our projects or the Company in its entirety. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration and, if warranted, development or production on one or more of our properties and any properties we may acquire in the future or even a loss of property interests. This includes our leases over claims covering the principal deposits on our properties, which may expire unless we expend minimum levels of expenditures over the terms of such leases. We cannot be certain that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable or acceptable to us. Our ability to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions as well as our business performance.

 

Results of Operations

 

Six months ended February 28, 2017 and February 29, 2016

  

General & Revenue 

 

We had no operating revenues during the six months ended February 28, 2017 and February 29, 2016. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $32.8 million as of February 28, 2017.

 

Operating expenses and resulting losses from Operations.

 

We incurred exploration costs for the six months ended February 28, 2017 and February 29, 2016, in the amount of approximately $9,000 and $134,000, respectively. The amount of exploration expense for February 29, 2016 was offset by a grant in the amount of $90,000. Thus, the amount of net exploration expenses recorded on the six months ended February 29, 2016 unaudited statement of operations totaled $44,000. Expenditures for the six months ended February 28, 2017 and February 29, 2016 were primarily for metallurgical testing and related laboratory fees for our Round Top project.

 

 

Our general and administrative expenses for the six months ended February 28, 2017 and February 29, 2016, respectively, were approximately $223,000 and $617,000, respectively. For the six months ended February 28, 2017 and February 29, 2016, this amount included approximately $12,000 and $135,000, respectively, in stock-based compensation to directors, an officer and consultants. The remaining expenditures totaling approximately $211,000 and $482,000, respectively, were primarily for payroll and related taxes and benefits, professional fees and other general and administrative expenses necessary for our operations. 

 

We had losses from operations for the six months ended February 28, 2017 and February 29, 2016 totaling approximately $232,500 and $661,000, respectively, and net losses for the six months ended February 28, 2017 and February 29, 2016 totaling approximately $257,000 and $661,000, respectively. The Company has recorded $17,563 of amortization of discounts on notes payable for the six months ended February 28, 2017. 

 

Three months ended February 28, 2017 and February 29, 2016

 

General & Revenue

 

We had no operating revenues during the three months ended February 28, 2017 and February 29, 2016. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $32.8 million as of February 28, 2017.

 

We incurred exploration costs for the three months ended February 28, 2017 and February 29, 2016, in the amount of approximately $6,000 and $84,000, respectively. The amount of exploration expense for February 29, 2016 was offset by a grant in the amount of $45,000. Thus, the amount of net exploration expenses recorded on the three months February 29, 2016 unaudited statement of operations totaled $39,000. Expenditures for the three months ended February 28, 2017 and February 29, 2016 were primarily for metallurgical testing and related laboratory fees for our Round Top project. 

 

Our general and administrative expenses for the three months ended February 28, 2017 and February 29, 2016 were approximately $104,000 and $344,000. For the three months ended February 28, 2017 and February 29, 2016, this amount included approximately $0 and $87,000, respectively, in stock-based compensation to directors, an officer and consultants. The remaining expenditures totaling approximately $104,000 and $257,000 were primarily for payroll and related taxes and benefits, professional fees and other general and administrative expenses necessary for our operations. 

 

We had losses from operations for the three months ended February 28, 2017 and February 29, 2016 totaling approximately $110,000 and $383,000, respectively, and net losses for the three months ended February 28, 2017 and February 29, 2016 totaling approximately $129,000 and $379,000, respectively. 

 

Off-Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital resources.

 

Critical Accounting Estimates

 

Management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Management believes that the following critical accounting estimates and judgments have a significant impact on our financial statements; Valuation of options granted to Directors, Officers and consultants using the Black-Scholes model.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation the CEO and CFO have concluded that as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in our reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

 

Management determined that our disclosure controls and procedures were not effective during the period covered by this report because during the period the Company held its annual meeting of stockholders on February 24, 2016, but failed to include in its proxy statement for the meeting prepared under Regulation 14A of the Securites Exchange Act of 1934, as amended (the “Exchange Act”), an advisory vote to approve the compensation of our named executive officers as was required under Rule 14a-21(a) under the Exchange Act. The omission was inadvertent and the Company intends to include the advisory vote to approve the compensation of its named executive officers in its proxy statement under Regulation 14A for its next annual meeting of stockholders to be held in 2017. The Company is implementing additional internal procedures, to ensure that all requirements, including the requirements of Rule 14a-21, are met in future filings.

 

Changes in Internal Control over Financial Reporting

 

There were no changes to our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially effect, our internal controls over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

Except as set forth below, there have been no material changes from the risk factors as previously disclosed in our Form 10-K for the year ended August 31, 2016 as filed with the SEC on December 14, 2016.

 

We have not sought an advisory stockholder vote to approve the compensation of our named executive officers.

 

Rule 14a-21 under the Exchange Act requires us to seek a separate stockholder advisory vote at our annual meeting at which directors are elected to approve the compensation of our named executive officers, not less frequently than once every three years (say-on-pay vote). At our annual meeting in February of 2016, we did not submit to our stockholders a say-on-pay vote to approve an advisory resolution regarding our compensation program for our named executive officers. Consequently, the Board of Directors has not considered the outcome of our say-on-pay vote results when determining future compensation policies and pay levels for our named executive officers. At our 2017 annual meeting of stockholders, we will be asking our stockholders to vote on a proposal to approve an advisory resolution regarding our compensation program for our named executive officers. Following such annual meeting, the Board of Directors will consider the outcome of our say-on-pay vote results when determining future compensation policies and pay levels for our named executive officers, and will report on the results of the say-on-pay vote as required by applicable SEC rules. In our quarterly report on Form 10-Q for the quarter ended February 29, 2016, we disclosed that our disclosure controls and procedures did not lead to our identification of the requirement to provide this advisory say-on-pay vote, and we are adjusting our disclosure controls and procedures processes accordingly.

 

  

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Except as set forth below, all unregistered sales of equity securities during the period covered by this Quarterly Report were previously disclosed in our current reports on Form 8-K or quarterly reports on Form 10-Q.

 

Date

Description

Number

Purchaser

Proceeds ($)

Consideration

Exemption (B)

November 2016

Common Stock Purchase Warrants

5,000(A)

Director and Officer

$Nil

Loan Warrants

Sec. 4(a)(2)

December 2016

Common Stock Purchase Options

10,000(A)

Consultant

$Nil

Advisory Services

Sec. 4(a)(2)

September 2016

Common Stock Purchase Warrants

147,000(A)

Directors

$Nil

Loan Warrants

Sec. 4(a)(2)

January 2017

Common Stock Purchase Options

10,000(A)

Consultant

$Nil

Advisory Services

Sec. 4(a)(2)

February 2017

Common Stock Purchase Options

10,000(A)

Consultant

$Nil

Advisory Services

Sec. 4(a)(2)

December 2016

Common Stock Purchase Warrants

45,000(A)

Director

$Nil

Loan Warrants

Sec. 4(a)(2)

January 2017

Common Stock Purchase Warrants

80,000(A)

Director and Officer

$Nil

Loan Warrants

Sec. 4(a)(2)

 

(A)

Common Stock Purchase Warrants were issued pursuant to Director and Officer loan agreements and Common Stock Purchase Options pursuant to a consulting agreement. Options vested immediately. Each warrant is exercisable for a 5 year term at an exercise price of $0.10. Each option is exercisable for a 5 year term at an exercise of $0.30. The options were issued outside of the Company’s 2008 Stock Incentive Plan.

  

(B)

With respect to sales designated by “Sec. 4(a)(2),” these shares were issued pursuant to the exemption from registration contained in to Section 4(a)(2) of the Securities Act as privately negotiated, isolated, non-recurring transactions not involving any public offer or solicitation. Each purchaser represented that such purchaser’s intention to acquire the shares for investment only and not with a view toward distribution. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

 

We did not repurchase any of our securities during the quarter covered by this report.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosure

 

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (The “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended November 30, 2016, our U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.

 

Item 5. Other Information

 

None.

 

 

Item 6. Exhibits

 

Exhibit Number		Description
2.1		Plan of Conversion, dated August 24, 2012, incorporated by reference to Exhibit 2.1 of our Form 8-K filed with the SEC on August 29, 2012.
3.1		Delaware Certificate of Conversion, incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the SEC on August 29, 2012.
3.2		Delaware Certificate of Incorporation, incorporated by reference to Exhibit 3.2 of our Form 8-K filed with the SEC on August 29, 2012.
3.3		Delaware Bylaws, incorporated by reference to Exhibit 3.3 of our Form 8-K filed with the SEC on August 29, 2012.
3.4		Certificate of Amendment to the Company’s Ceritifcate of Incorporation, incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the SEC on March 18, 2016.
4.1		Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 of our Form 10-K for the period ended August 31, 2009 filed with the SEC on February 8, 2011.
4.2		Form of Rights Certificate, incorporated by reference to Exhibit 4.2 of our Form S-1/A filed with the SEC on December 10, 2014.
4.3		Form of Warrant Indenture, incorporated by reference to Exhibit 4.3 of our Form S-1/A filed with the SEC on December 10, 2014.
4.4		Form of Class A Warrant, included as Schedule A in Exhibit 4.3
4.5		Form of Class B Warrant, included as Schedule B in Exhibit 4.3
4.6		Form of Private Placement Warrant, incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K as filed with the Commission on December 11, 2015
31.1(1)		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.2(1)		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1(1)		Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2(1)		Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS(1)		XBRL Instance Document
101.SCH(1)		XBRL Taxonomy Extension — Schema
101.CAL(1)		XBRL Taxonomy Extension — Calculations
101.DEF(1)		XBRL Taxonomy Extension — Definitions
101.LAB(1)		XBRL Taxonomy Extension — Labels
101.PRE(1)		XBRL Taxonomy Extension — Presentations

 

(1)

Submitted Electronically Herewith.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

TEXAS MINERAL RESOURCES CORP. 

 

Date: April 14, 2017
/s/ Daniel E. Gorski
Daniel E. Gorski, duly authorized officer
Chief Executive Officer and Principal
Executive Officer
Date: April 14, 2017
/s/ Wm Chris Mathers
Wm Chris Mathers, Chief Financial Officer and
Principal Financial and Accounting Officer