DyTb, LLC 10-K for FY2023

DyTb, LLC (TMRC)

10-K 2023-11-29 For: 2023-08-31

Added on April 06, 2026

About this 10-K

DyTb, LLC filed this 10-K on November 29, 2023, covering the fiscal year ended August 31, 2023 (FY2023).

Headline figures

Fiscal year ended August 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $2.59M; compared with a net loss of $2.9M a year earlier
Diluted EPS: -$0.04; compared with -$0.04 a year earlier

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Delaware		87-0294969
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

539 El Paso Street
Sierra Blanca, Texas		79851
(Address of Principal Executive Offices)		(Zip Code)

(361) 790-5831
(Registrant’s Telephone Number, including Area 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


PART I

ITEM 1.	BUSINESS	6
ITEM 1A.	RISK FACTORS	14
ITEM 1B.	UNRESOLVED STAFF COMMENTS	27
ITEM 1C.	CYBERSECURITY	27
ITEM 2.	PROPERTIES	27
ITEM 3.	LEGAL PROCEEDINGS	32
ITEM 4.	MINE SAFETY DISCLOSURES	32

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	33
ITEM 6.	RESERVED	34
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	38
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	56
ITEM 9A.	CONTROLS AND PROCEDURES	56
ITEM 9B.	OTHER INFORMATION	57
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	57

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	58
ITEM 11.	EXECUTIVE COMPENSATION	63
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	65
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	66
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	66

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES	68
ITEM 16.	FORM 10-K SUMMARY	70
	SIGNATURES	71

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.

Ore Shoot	A zone or area within a vein that contains ore of economic grade.

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, 2020 – 2024	$	150	$	134,155
September 2, 2025 – 2029	$	200	$	178,873

	Per Acre Amount		Total Amount
November 1, 2020 – 2024	$	150	$	13,500
November 1, 2025 – 2029	$	200	$	18,000

Fiscal Year 2023	High		Low
Quarter ended August 31, 2023	$	1.26	$	0.79
Quarter ended May 31, 2023	$	1.32	$	0.78
Quarter ended February 28, 2023	$	1.79	$	1.20
Quarter ended November 30, 2022	$	2.13	$	1.76

Fiscal Year 2022	High		Low
Quarter ended August 31, 2022	$	2.30	$	1.70
Quarter ended May 31, 2022	$	2.21	$	1.65
Quarter ended February 28, 2022	$	2.38	$	1.62
Quarter ended November 30, 2021	$	2.49	$	1.41

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		330,000	$	0.34		—
Nonplan equity compensation		700,000	$	1.02		—
Total		1,030,000	$	0.80		—

Date	Description	Number	Purchaser	Proceeds ($)	Consideration	Exemption (C)
June 2023	Common Stock	12,227(A)	Directors	$Nil	Services	Sec. 4(a)(2)
June 2023	Common Stock Options	10,000(B)	Consultant	$Nil	Services	Sec. 4(a)(2)
July 2022	Common Stock Options	10,000(B)	Consultant	$Nil	Services	Sec. 4(a)(2)
August 2022	Common Stock Options	10,000(B)	Consultant	$Nil	Services	Sec. 4(a)(2)

(A)	Common Stock issued to directors for services rendered.

(B)	Non-plan Common Stock options issued pursuant to a consulting agreement for professional services.

(C)	With respect to sales designated by “Sec. 4(a)(2),” these shares were issued pursuant to the exemption from registration contained in 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.

	2023			2022
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	1,079,307		$	1,838,300
Short-term investments		—			505,611
Prepaid expenses and other current assets		39,577			293,130

Total current assets		1,118,884			2,637,041

Property and equipment, net		—			23,853
Mineral properties, net		415,607			415,607
Deposit		—			7,500

TOTAL ASSETS	$	1,534,491		$	3,084,001

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	93,406		$	41,101

Total current liabilities		93,406			41,101

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, par value $0.01; 100,000,000 shares authorized, 73,728,263 and 72,869,220 shares issued and outstanding as of August 31, 2023 and 2022, respectively		737,283			728,692
Additional paid-in capital		43,047,824			42,066,269
Accumulated deficit		(42,344,022	)		(39,752,061	)

Total shareholders' equity		1,441,085			3,042,900

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,534,491		$	3,084,001

	2023			2022
OPERATING EXPENSES
Exploration costs	$	781,547		$	1,534,915
General and administrative		1,821,984			1,376,274

Total operating expenses		2,603,531			2,911,189

LOSS FROM OPERATIONS		(2,603,531	)		(2,911,189	)

OTHER INCOME (EXPENSE), NET
Gain on sale of assets		(22,689	)		—
Grant income, net of related expenses		—			93
Interest and other income		34,259			7,357

Total other income, net		11,570			7,450

NET LOSS	$	(2,591,961	)	$	(2,903,739	)

Net loss per common share
Basic and diluted	$	(0.04	)	$	(0.04	)

Weighted average shares outstanding
Basic and diluted		73,199,501			72,403,029

	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,591,961	)	$	(2,903,739	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		1,164			6,981
Loss on disposal of property and equipment		22,689			—
Stock based compensation		952,146			503,442
Changes in operating assets and liabilities:
Prepaid expenses and other assets		253,553			(220,101	)
Accounts payable and accrued liabilities		52,305			(150,293	)
Accounts payable – related parties		—			(10,000	)

Net cash used in operating activities		(1,310,104	)		(2,773,710	)

CASH FLOWS FROM INVESTING ACTIVITIES
Return of deposits		7,500			5,120
Purchases of short-term investments		—			(505,611	)
Purchases of mineral properties		—			(233,852	)
Proceeds from maturity of short-term investments		505,611			—

Net cash provided by (used in) investing activities		513,111			(734,343	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of common stock options and warrants		38,000			239,700

Net cash provided by financing activities		38,000			239,700

NET CHANGE IN CASH AND CASH EQUIVALENTS		(758,993	)		(3,268,353	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		1,838,300			5,106,653

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,079,307		$	1,838,300


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

Cash paid for interest expense	$	—		$	—

Cash paid for income taxes	$	—		$	—


	Preferred Stock				Common Stock				Additional Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance at August 31, 2021		—	$	—		71,934,065	$	719,341	$	41,332,478		$	(36,848,322	)	$	5,203,497

Stock based compensation		—		—		131,825		1,318		176,689			—			178,007
Common stock options and warrants Issued for services		—		—		—		—		325,435			—			325,435
Common stock issued upon exercise of options and warrants		—		—		726,000		7,260		232,440			—			239,700
Common stock issued upon cashless exercise of options and warrants		—		—		77,330		773		(773	)		—			—
Net loss		—		—		—		—		—			(2,903,739	)		(2,903,739	)

Balance at August 31, 2022		—		—		72,869,220		728,692		42,066,269			(39,752,061	)		3,042,900

Stock based compensation		—		—		136,544		1,366		166,304			—			167,670
Common stock issued for prior services rendered		—		—		612,498		6,125		(6,125	)		—			—
Common stock options issued for services		—		—		—		—		784,476			—			784,476
Common stock issued upon exercise of options and warrants		—		—		110,000		1,100		36,900			—			38,000
Net loss		—		—		—		—		—			(2,591,961	)		(2,591,961	)

Balance at August 31, 2023		—	$	—		73,728,262	$	737,283	$	43,047,824		$	(42,344,022	)	$	1,441,085

	2023		2022
Furniture and office equipment	$	—	$	75,606
Vehicles		—		124,092
Computers and software		—		48,711
Field equipment		—		71,396

Total cost basis		—		319,805
Less: accumulated depreciation		—		(295,951	)

Property and equipment, net	$	—	$	23,853

	2023			2022
Income tax benefit at 21% statutory rate	$	544,311		$	609,785
Stock-based compensation		(199,950	)		(105,723	)
(Increase) decrease in valuation allowance		(344,361	)		(504,062	)
	$	—		$	—

	2023			2022
Net operating loss carryforward	$	4,702,990		$	4,522,754
Difference in property and equipment basis		961,015			796,890
Less valuation allowance		(5,664,005	)		(5,319,644	)
Net deferred tax asset	$	—		$	—

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value
Outstanding, vested and exercisable at August 31, 2021		1,477,500		$	0.40		2.68	$	1,523,430
Options granted		120,000			0.30		—		—
Options exercised		(820,000	)		0.35		—		—
Options cancelled/forfeited/expired		(257,500	)		0.45		—		—

Outstanding, vested and exercisable at August 31, 2022		520,000			0.31		2.79		693,300
Options granted		620,000			1.11		—		—
Options exercised		(110,000	)		0.35		—		—
Options cancelled forfeited/expired		—			—		—		—

Options vested and exercisable at August 31, 2023		1,030,000		$	0.80		4.37	$	784,476

Name	Age	Current Office with Company	Positions Held Since
Daniel E. Gorski	86	Director Chief Executive Officer	January 2007 August 2012
Anthony Marchese	67	Director	December 2009
Cecil Wall	92	Director	August 2007
Peter Denetclaw	64	Director	August 2019
LaVern (Vern) Kenneth Lund	50	Director	May 2022
Kevin Francis	63	Director	November 2020
Wm Chris Mathers	64	Chief Financial Officer	February 2016

				Option		All Other		Total
		Salary		Awards		Compensation		Compensation
Name and principal position	Year	(US$)		(US$)		(US$)		(US$)
Daniel Gorski	2023	$	120,000	$	—	$	—	$	120,000
Chief Executive Officer	2022	$	120,000	$	—	$	—	$	120,000

Wm Chris Mathers	2023	$	60,000	$	—	$	—	$	60,000
Chief Financial Officer	2022	$	60,000	$	—	$	—	$	60,000

	Fees Paid or		Fee Paid or
	Earned in		Earned in			Option
	Cash		Stock			Awards			Total
Name	($)		($)			($)			($)
Anthony Marchese	$	—	$	55,000	(1)	$	637,548	(2)	$	692,548
Cecil Wall	$	—	$	25,000	(1)	$	—		$	25,000
Peter Denetclaw, Jr.	$	—	$	25,000	(1)	$	—		$	25,000
LaVern Lund	$	—	$	25,000	(1)	$	—		$	25,000
Kevin Francis	$	—	$	33,000	(1)	$	—		$	33,000

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned			Percent of Class Beneficially Owned
Daniel E. Gorski		7,006,423	⁽¹⁾		9.5	%
Anthony Marchese		6,637,814	⁽²⁾		8.9	%
Cecil Wall		1,885,265	⁽³⁾		2.6	%
Wm Chris Mathers		488,454	⁽⁴⁾		*
Peter Denetclaw, Jr.		10,169,464	⁽⁵⁾		13.8	%
LaVern Lund		10,146,744	⁽⁶⁾		13.8	%
Kevin Francis		64,217	⁽⁷⁾		*
All directors and executive officers as a group (7 persons)		26,350,715			35.5	%
Navajo Transitional Energy Company		10,111,883	⁽⁸⁾		13.7	%

(2)	Consists of (i) 4,113,774 shares of Common Stock owned individually, (ii) 2,024,040 shares of common stock registered in the name of the Insiders Trend Fund, LP., an entity in which Mr. Marchese serves as general partner and chief investment officer and (iii) 500,000 shares of common stock underlying a currently exercisable option.

(3)	Consists of (i) 26,732 shares of Common Stock owned by Cecil Wall individually and (ii) 1,858,533 shares of Common Stock owned by various trusts controlled by Mr. Wall.

(5)	Comprised of (i) 57,581 shares of Common Stock owned individually and (ii) 10,111,883 shares of common stock owned by Navajo Transitional Energy Company, of which Mr. Denetclaw is deemed to be a beneficial owner.

	Years Ended August 31,
	2023		2022
Audit Fees	$	79,000	$	66,855
Audit Related Fees		—		—
Tax Fees		5,000		5,000
All Other Fees		—		—

Total	$	84,000	$	71,855

(1)	The financial statements are listed on the “Index to Financial Statements” in Item 8.

(2)	Financial Statement Schedules (omitted because the Company is a smaller reporting issuer).

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		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.

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

/s/ Daniel E Gorski
Daniel E Gorski, Chief Executive Officer