TMRC 10-K

DyTb, LLC (TMRC)

10-K 2025-11-28 For: 2025-08-31

View Original

Added on April 06, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		87-0294969
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
527 21^stStreet
#44
Galveston, Texas		77550
(Address of Principal Executive Offices)		(Zip Code)

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

	PRELIMINARY NOTES	1
	GLOSSARY OF TERMS	1
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
	SUMMARY OF SELECTED RISKS ASSOCIATED WITH OUR BUSINESS	6

	PART I

ITEM 1.	BUSINESS	9
ITEM 1A.	RISK FACTORS	18
ITEM 1B.	UNRESOLVED STAFF COMMENTS	32
ITEM 1C.	CYBERSECURITY	32
ITEM 2.	PROPERTIES	33
ITEM 3.	LEGAL PROCEEDINGS	35
ITEM 4.	MINE SAFETY DISCLOSURES	35

	PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	36
ITEM 6.	CLIMATE-RELATED DISCLOSURE	37
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	40
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	41
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	60
ITEM 9A.	CONTROLS AND PROCEDURES	60
ITEM 9B.	OTHER INFORMATION	61
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	61

	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	62
ITEM 11.	EXECUTIVE COMPENSATION	62
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	62
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	62
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	62

	PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	63
ITEM 16.	FORM 10-K SUMMARY	65

	SIGNATURES	66

Alteration	Any physical or chemical change in a rock or mineral subsequent to its formation.

Concession	A grant of a tract of land made by a government or other controlling authority in return for stipulated services or a promise that the land will be used for a specific purpose.

Core	The long cylindrical piece of a rock, about an inch in diameter, brought to the surface by diamond drilling.

Diamond drilling	A drilling method in which the cutting is done by abrasion using diamonds embedded in a matrix rather than by percussion. The drill cuts a core of rock, which is recovered in long cylindrical sections.

Drift	A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a cross-cut which crosses the rock formation.

Exploration	Work involved in searching for ore, usually by drilling or driving a drift.

Exploration expenditures	Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects that may contain mineral deposit reserves.

Geophysics	Exploration techniques employing such indirect methods as gravity and electro-magnetism.

GLO	Texas General Land Office.

Grade	The average assay of a ton of ore, reflecting metal content.

HREE	Heavy rare earth element(s).

Intrusive	A body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.

Lode	A mineral deposit in solid rock.

Mine development	The work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.

Mineral	A naturally occurring homogeneous substance having definite physical properties and chemical composition, and if formed under favorable conditions, a definite crystal forms.

Mineralization	The presence of minerals in a specific area or geological formation.

Mineral Reserve	That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves are customarily stated in terms of “Ore” when dealing with metalliferous minerals.

Ore	The naturally occurring material from which a mineral or minerals of economic value can be extracted profitably or to satisfy social or political objectives. The term is generally but not always used to refer to metalliferous material, and is often modified by the names of the valuable constituent; e.g., iron ore.

Ore body	A continuous, well-defined mass of material of sufficient ore content to make extraction economically feasible.

PEA	Preliminary economic assessment.

Probable (Indicated) Reserves	Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

Prospect	A mining property, the value of which has not been determined by exploration.

Proven (Measured) Reserves	Reserves for which (I) (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes and (b) grade and/or quality are computed from the results of detailed sampling and (ii) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

REE	Rare earth element(s).

REO	Rare earth oxide(s).

Round Top, RTMD or Round Top Mountain Development	Round Top Mountain Development, LLC, a Delaware limited liability company, which is the entity that owns the Round Top Project.

Round Top Project	The Round Top Project is owned by Round Top and includes the following that were assigned by the Company to Round Top in May 2021:

		●	two leases with the GLO, executed in September 2011 and November 2011, that each expire in 2030, to explore and develop a 950 acre rare earths project located in Hudspeth County, Texas;

		●	the 54,990 acre surface lease, known as the West Lease, that provides unrestricted surface access for the potential development and mining of the Round Top Project;

		●	an option to purchase from the GLO the surface rights covering approximately 5,670 acres over the mining lease and additional acreage adequate to the site to handle potential heap leaching and processing operations as currently anticipated at the Round Top Project; and

		●	a ground water lease securing the right to develop the ground-water within a 13,120-acre lease area located approximately 4 miles from Round Top, containing five existing water wells.

Tonne	A metric ton which is equivalent to 2,200 pounds.

Trend	A general term for the direction or bearing of the outcrop of a geological feature of any dimension, such as a layer, vein, ore body, or fold.

Unpatented mining claim	A parcel of property located on federal lands pursuant to the General Mining Law and the requirements of the state in which the unpatented claim is located, the paramount title of which remains with the federal government. The holder of a valid, unpatented lode-mining claim is granted certain rights including the right to explore and mine such claim.

Vein	A mineralized zone having a more or less regular development in length, width, and depth, which clearly separates it from neighboring rock.

		Per Acre Amount				Total Amount
September 2, 2025 – 2029		$	200			$	178,873

		Per Acre Amount				Total Amount
November 1, 2025 – 2029		$	200			$	18,000

Plan Category	(a) Number of Securities to be Issued Upon the Exercise of Outstanding Options			(b) Weighted-Average Exercise Price of Outstanding Options		(c) Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plan approved by stockholders		—		$	—		—
Nonplan equity compensation		820,000	⁽¹⁾⁽²⁾	$	1.16		—
Total		820,000		$	1.16		—

	2025			2024
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	590,350		$	428,197
Prepaid expenses and other current assets		41,460			62,690

Total current assets		631,810			490,887

Restricted investment		38,766			—
Mineral properties, net		490,606			415,606

TOTAL ASSETS	$	1,161,182		$	906,493

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	50,400		$	42,664
Notes payable, related party		75,000			—

Total current liabilities		125,400			42,664

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of August 31, 2025 and 2024		—			—
Common stock, par value $0.01; 100,000,000 shares authorized, 78,855,273 and 74,343,826 shares issued and outstanding as of August 31, 2025 and 2024, respectively		788,553			743,439
Additional paid-in capital		45,357,513			43,297,421
Accumulated deficit		(45,110,284	)		(43,177,031	)

Total shareholders’ equity		1,035,782			863,829

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,161,182		$	906,493

	2025			2024
OPERATING EXPENSES
Exploration costs	$	336,885		$	76,325
General and administrative		871,708			877,278

Total operating expenses		1,208,593			953,603

LOSS FROM OPERATIONS		(1,208,593	)		(953,603	)

OTHER (EXPENSE) INCOME, NET
Interest income		21,473			35,594
Interest expense		(746,133	)
Other income		—			85,000

Total other (expense) income, net		(724,660	)		120,594

NET LOSS	$	(1,933,253	)	$	(833,009	)

Net loss per common share Basic and diluted	$	(0.03	)	$	(0.01	)

Weighted average shares outstanding Basic and diluted		74,998,154			73,934,797

	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,933,253	)	$	(833,009	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		261,073			244,753
Accretion of debt discount		746,133			—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		21,230			(23,112	)
Accounts payable and accrued liabilities		7,736			(50,742	)

Net cash used in operating activities		(897,081	)		(662,110	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of restricted investment		(38,766	)		—

Net cash used in investing activities		(38,766	)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of common stock options and warrants		—			11,000
Proceeds from convertible debt and detachable warrants		1,098,000			—

Net cash provided by financing activities		1,098,000			11,000

NET CHANGE IN CASH AND CASH EQUIVALENTS		162,153			(651,110	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		428,197			1,079,307

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	590,350		$	428,197

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

Cash paid for interest expense	$	—		$	—
Cash paid for income taxes	$	—		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Mineral properties acquired under notes payable, related party	$	75,000		$	—
Issuance of detachable warrants and discount on convertible notes	$	746,133		$	—
Conversion of convertible notes into common stock	$	1,098,000		$	—

									Additional
	Preferred Stock				Common Stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance at August 31, 2023		—	$	—		73,728,262	$	737,283	$	43,047,824	$	(42,344,022	)	$	1,441,085

Stock based compensation		—		—		565,564		5,656		200,022		—			205,678
Common stock options issued for services		—		—		—		—		39,075		—			39,075
Common stock issued upon exercise of options and warrants		—		—		50,000		500		10,500		—			11,000
Net loss		—		—		—		—		—		(833,009	)		(833,009	)

Balance at August 31, 2024		—		—		74,343,826		743,439		43,297,421		(43,177,031	)		863,829

Stock based compensation		—		—		851,447		8,514		252,559		—			261,073
Issuance of detachable warrants		—		—		—		—		746,133		—			746,133
Conversion of note payable to common stock		—		—		3,660,000		36,600		1,061,400		—			1,098,000
Net loss		—		—		—		—		—		(1,933,253	)		(1,933,253	)

Balance at August 31, 2025		—	$	—		78,855,273	$	788,553	$	45,357,513	$	(45,110,284	)	$	1,035,782

	Per Acre		Total
	Amount		Amount
September 2, 2025 – 2029		200		178,873

	2025			2024
Income tax benefit at 21% statutory rate	$	405,983		$	174,932
Stock-based compensation		(54,825	)		(51,398	)
Amortization of debt discount		(156,688	)		—
Other		136,567			—
Increase in valuation allowance		(331,037	)		(123,534	)
	$	—		$	—

	2025			2024
Net operating loss carryforward	$	5,070,788		$	4,810,496
Difference in property and equipment basis		1,047,789			977,043
Less valuation allowance		(6,118,577	)		(5,787,539	)
Net deferred tax asset	$	—		$	—

Risk-free interest rate	4.34% - 4.40%
Expected dividend yield	0.00%
Expected term in years	5.00
Expected volatility	89.86%

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, vested and exercisable at		1,030,000		$	0.80		2.79	$	693,300
Options granted		120,000			1.97		—		—
Options exercised		(50,000	)		0.22		—		—
Options cancelled/forfeited/expired		(180,000	)		0.45		—		—

Options vested and exercisable at August 31, 2024		920,000			1.06		3.25		784,476
Options granted		—			—		—		—
Options exercised		—			—		—		—
Options cancelled forfeited/expired		(100,000	)		0.22		—		—

Options vested and exercisable at August 31, 2025	$	820,000		$	1.16		2.59	$	—

Exhibit No.		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 Certificate of Amendment, incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the SEC on March 18, 2016.

3.4		Delaware Bylaws, incorporated by reference to Exhibit 3.3 of our Form 8-K filed with the SEC on August 29, 2012.

3.5		Common Stock, par value $0.01; 100,000,000 shares authorized, 72,869,220 shares issued and outstanding as of August 31, 2022.

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 Warrant Indenture, 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 Class A Warrant, included as Schedule A in Exhibit 4.2.

4.4		Form of Class B Warrant, included as Schedule B in Exhibit 4.2.

10.1		Amended and Restated 2008 Stock Option Plan, incorporated by reference to Exhibit 10.1 of our Form 10-Q for the period ended May 31, 2011 filed with the SEC on July 15, 2011.

10.2		Mining Lease, incorporated by reference to Exhibit 10.2 of our Form 10-K for the period ended August 31, 2009 filed with the SEC on February 8, 2011.

10.3		Mining Lease dated November 2011 with the State of Texas, incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

10.4		Purchase option agreement dated September 2014 with the State of Texas, incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

10.5		Groundwater lease dated September 2014 with the State of Texas, incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

10.6		ReeTech Operating Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K as filed with the Commission on July 21, 2015.

10.7		Amendment Number One to the Reetech Operating Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K as filed with the Commission on November 30, 2015.

10.8		Amendment Number One to the TRER License, incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K as filed with the Commission on November 30, 2015.

10.9*		Director’s Agreement by and between the Company and Anthony Marchese, incorporated by reference to Exhibit 10.6 of our Form 10-K for the period ended August 31, 2009 filed with the SEC on February 8, 2011.

10.10*		Summary of Dan Gorski Employment Arrangement, incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

10.11*		Summary of Wm. Chris Mathers Employment Arrangement, incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

10.12*		Option Agreement for Wm. Chris Mathers incorporated by reference to Exhibit 10.21 of our Amendment No. 2 to its Registration Statement on Form S-1 (333-172116) filed with the SEC on May 25, 2011.

10.13*		Form of Directors Option Agreement incorporated by reference to Exhibit 10.22 of our Amendment No. 2 to its Registration Statement on Form S-1 (333-172116) filed with the SEC on May 25, 2011.

10.14		Consulting Agreement between the Company and Chemetals, Inc., dated January 22, 2013, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2013.

10.15		Lease Agreement between the Company and Southwest Range & Wildlife Foundation, Inc., dated March 6, 2013, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2013.

10.16		Variation agreement with Morzev PTY LTD. (USA Rare Earth) dated October 2018, incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

10.17		Amended and Restated Option Agreement with Morzev (USA Rare Earth) dated August 2019, incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

10.18		First Amendment to the Amended and Restated Option Agreement with USA Rare Earth dated June 29, 2020, incorporated by reference to the definitive proxy statement on Schedule 14A filed with the SEC on July 15, 2020.

10.19		Mining Lease dated September 2011, incorporated by reference to Exhibit 10.19 of the Form 10-K for the period ended August 31, 2020 filed with the SEC on November 30, 2020.

10.20		Contribution Agreement, effective as of May 17, 2021, among USA Rare Earth, LLC, Texas Mineral Resources Corp., and Round Top Mountain Development, LLC, filed with the SEC on Form 8-K on May 21, 2021.

10.21		Limited Liability Company Agreement dated effective as of May 17, 2021, among USA Rare Earth, LLC, Texas Mineral Resources Corp., and Round Top Mountain Development, LLC, filed with the SEC on Form 8-K on May 21, 2021.

10.22		Mineral Exploration and Option Agreement dated effective October 7, 2021 between Standard Silver Corp. and Santa Fe Gold Corporation, filed with the SEC on Form 8-K on November 10, 2021.

10.23		Amendment to Mineral Exploration and Option Agreement between Standard Silver Corp. and Santa Fe Gold Corporation, filed with the SEC on Form 8-K on May 30, 2024.

10.24		Amended and Restated Limited Liability Company Agreement dated effective as of June 26, 2023, among USA Rare Earth, LLC, Texas Mineral Resources Corp., and Round Top Mountain Development, LLC, filed with the SEC on Form 8-K on June 27, 2023.

19.1	Insider Trading Policy, filed with the SEC on Form 10-K on November 29, 2024.
21.1	List of Subsidiaries, filed with the SEC on Form 10-K on November 29, 2024.
31.1	Section 302 Certification⁽¹⁾
31.2	Section 302 Certification⁽¹⁾
32.1	Section 906 Certification⁽¹⁾
32.2	Section 906 Certification⁽¹⁾

101.INS⁽²⁾	XBRL Instance Document
101.SCH⁽²⁾	XBRL Taxonomy Extension — Schema
101.CAL⁽²⁾	XBRL Taxonomy Extension — Calculations
101.DEF⁽²⁾	XBRL Taxonomy Extension — Definitions
101.LAB⁽²⁾	XBRL Taxonomy Extension — Labels
101.PRE⁽²⁾	XBRL Taxonomy Extension — Presentations

Signature	Capacity	Date

/s/ Daniel E Gorski	Chief Executive Officer, Principal Executive Officer and Director	November 28, 2025
Daniel E Gorski

/s/ Wm Chris Mathers	Chief Financial Officer	November 28, 2025
Wm Chris Mathers

/s/ Anthony Marchese	Chairman of the Board	November 28, 2025
Anthony Marchese

/s/ Cecil C Wall	Director	November 28, 2025
Cecil C Wall

/s/ Jonathan Beigle	Director	November 28, 2025
Jonathan Beigle

/s/ Donald E Hulse	Director	November 28, 2025
Donald E Hulse

/s/ Deepak Malhotra	Director	November 28, 2025
Deepak Malhotra