DyTb, LLC 10-Q for FY2023 Q3
DyTb, LLC (TMRC)
About this 10-Q
DyTb, LLC filed this 10-Q on July 17, 2023, covering the quarter ended May 31, 2023 (FY2023 Q3).
Headline figures
Quarter ended May 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $951.91K
- compared with a net loss of $814.01K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
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:
(Exact Name of Registrant as Specified in its Charter)
| (State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
| ( |
||
| (Registrant’s Telephone Number, including Area Code) | ||
| (Former
Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
Securities registered under Section 12(b) of the Exchange Act: None
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.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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
such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ | Large accelerated filer | ☐ | Accelerated filer |
| ☐ | Smaller reporting company | ||
| Emerging growth |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐
Number
of shares of issuer’s common stock outstanding as of July 10, 2023: .
Table of Contents
2
TEXAS MINERAL RESOURCES CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| May 31, 2023 | August 31, 2022 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Mineral properties, net | ||||||||
| Deposits | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Total current liabilities and liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Preferred stock, par value $; shares authorized, shares issued and oustanding as of May 31, 2023 and August 31, 2022 | ||||||||
| Common stock, par value $; shares authorized, and shares issued and oustanding as of May 31, 2023 and August 31, 2022, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
3
TEXAS MINERAL RESOURCES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine and Three Months Ended May 31, 2023 and 2022
(Unaudited)
| Nine Months Ended | Three Months Ended | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Exploration costs | $ | $ | $ | $ | ||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Grant income (expense), net | ||||||||||||||||
| Other income (expense) | ||||||||||||||||
| Total other income (expense) | ||||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share: | ||||||||||||||||
| Basic and diluted net loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
4
TEXAS MINERAL RESOURCES CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the Nine Months Ended May 31, 2023 and 2022
(Unaudited)
| Additional | ||||||||||||||||||||||||||||
| Preferred Stock | Common stock | Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at August 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Common stock and stock options issued for services | — | — | ||||||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at November 30, 2022 | ( | ) | ||||||||||||||||||||||||||
| Common stock and stock options issued for services | — | — | ||||||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at February 28, 2023 | ( | ) | ||||||||||||||||||||||||||
| Common stock and stock options issued for services | — | |||||||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||||||
| Common stock issued upon exercise of options | — | |||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at May 31, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Balance at August 31, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Common stock and stock options issued for services | — | — | ||||||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at November 30, 2021 | ( | ) | ||||||||||||||||||||||||||
| Common stock and stock options issued for services | — | — | ||||||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||||||
| Warrant conversion | — | |||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at February 28, 2022 | ( | ) | ||||||||||||||||||||||||||
| Common stock and stock options issued for services | — | — | ||||||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||||||
| Common stock issued upon exercise of options and warrants | — | |||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at May 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
5
TEXAS MINERAL RESOURCES CORP.
CONSOLIDATED STATEMENTS OF CASHFLOWS
For the Nine Months Ended May 31, 2023 and 2022
(Unaudited)
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Loss on disposal of property and equipment | ||||||||
| Stock based compensation | ||||||||
| Changes in current assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Proceeds from maturing short-term investment | ||||||||
| Purchases of mineral properties | ( | ) | ||||||
| Payment of deposit | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from exercise of common stock warrants and options | ||||||||
| Net cash provided by financing activities | ||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | $ | ||||||
| Taxes paid | $ | $ | ||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
6
Texas Mineral Resources Corp.
Notes to Interim Consolidated Financial Statements
May 31, 2023
(Unaudited)
NOTE 1 – GENERAL
Exploration-Stage Company
Since January 1, 2009, Texas Mineral Resources Corp. (the “Company”) has been classified as an “exploration stage” company for purposes of Regulation S-K Item 1300 of the U.S. Securities and Exchange Commission (“SEC”). Under SEC Regulation S-K Item 1300, companies engaged in significant mining operations are classified into three categories, referred to as “stages” - exploration, development, and production. Exploration stage includes all companies that do not have established reserves in accordance with Item 1300. Such companies are deemed to be “in the search for mineral deposits.” Notwithstanding the nature and extent of development-type or production-type activities that have been undertaken or completed, a company cannot be classified as a development or production stage company unless it has established reserves in accordance with Item 1300.
Basis of Presentation
The accompanying unaudited interim consolidated 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 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, 2022, dated November 29, 2022 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, 2022 as reported in our annual report on Form 10-K, have been omitted.
Principles of Consolidation
The consolidated financial statements include the accounts of Texas Mineral Resources Corp and its proportionate interest in the assets, liabilities, and operations of Round Top Mountain Development Company, LLC (“RTMD”). All significant intercompany balances and transactions have been eliminated.
Going Concern
These financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit from inception through May 31, 2023, of approximately $ and has yet to achieve profitable operations, and projects further losses in the development of its business.
On
May 31, 2023, the Company had a working capital surplus of approximately $
In
accordance with our current projected budget, the Company does not have sufficient capital to fund its share of total cash calls
required under the RTMD operating agreement (“Operating Agreement”) as well as expected general and administrative
expenses during the next twelve months. Failure by the Company to fund required cash calls to RTMD would result in dilution to
its then current RTMD ownership interest (
7
Texas Mineral Resources Corp.
Notes to Interim Consolidated Financial Statements
May 31, 2023
(Unaudited)
NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debit with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (“EPS”) calculation in certain areas. This ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. Management does not expect the adoption of this standard to have a significant impact on the Company’s financial position, results of operations or cash flows.
NOTE 3 – JOINT VENTURE ARRANGEMENTS
The Company accounts for its interest in RTMD using the proportionate consolidation method, which is an exception available to entities in the extractive industries, thereby recognizing its pro-rata share of the assets, liabilities, and operations of RTMD in the appropriate classifications in the financial statements.
NOTE 4 – MINERAL PROPERTIES
The
following discussion under “RTMD Mineral Properties” provides a history of the ownership and obligations of the Round
Top Project, of which we, as of May 31, 2023, held a
RTMD Mineral Properties
August 2010 Lease
On
August 17, 2010, the Company executed 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
Under
the terms of the lease, the Company is obligated to pay the State of Texas a total lease bonus of $
Schedule of August 2010 Lease
Per Acre Amount |
Total Amount |
||||||||
| September 2, 2020 – 2024 | $ | $ | |||||||
| September 2, 2025 – 2029 | |||||||||
In
August 2022, our joint venture partner paid the State of Texas a delay rental to extend the term of the lease in an amount equal
to $
8
Texas Mineral Resources Corp.
Notes to Interim Consolidated Financial Statements
May 31, 2023
(Unaudited)
November 2011 Lease
On
November 1, 2011, the Company executed a mining lease with the State of Texas covering approximately
Schedule of November 2011 Lease
Per Acre Amount |
Total Amount |
||||||||
| November 1, 2020 – 2024 | $ | $ | |||||||
| November 1, 2025 – 2029 | |||||||||
In
August 2022, our joint venture partner paid the State of Texas a delay rental to extend the term of the lease in an amount equal
to $
March 2013 Lease
On
March 6, 2013, the Company purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest Wildlife
and Range Foundation (since renamed the Rio Grande Foundation) for $
October 2014 Surface Option and Water Lease
On
October 29, 2014, the Company announced the execution of agreements 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
The
ground water lease secures the right to develop the ground water within a
Santa Fe Gold Corporation
In
November 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation (“Santa
Fe”). Under the option agreement, the Company and Santa Fe plan to pursue, negotiate and subsequently enter into a joint
venture agreement to jointly explore and develop a target silver property to be selected by the Company among patented and unpatented
mining claims held by Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture
agreement, if any, is subject to the successful outcome of a multi-phase exploration plan leading to a bankable feasibility study
to be undertaken in the near future by the Company. Under the contemplated terms of the proposed joint venture agreement, the
Company would be project operator and initially own
9
Texas Mineral Resources Corp.
Notes to Interim Consolidated Financial Statements
May 31, 2023
(Unaudited)
Under
the terms of the option agreement, the Company plans to conduct a district-wide evaluation among the patented and unpatented claims
held by Santa Fe, consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other
methods as warranted. Based on the district-wide evaluation, the Company will designate one
NOTE 5 – SHAREHOLDERS’ EQUITY
The Company’s authorized capital stock consists of shares of common stock, with a par value of $ per share, and preferred shares with a par value of $ 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. 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 common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Company’s Board of Directors (the “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Company, 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.
In October 2022, we issued shares of common stock related to director fees earned and expensed during the year ended August 31, 2022.
During the quarter ended November 30, 2022, the Company recognized stock compensation and a corresponding charge to additional paid-in capital in the amount of $ for director’s fees earned during the quarter. The Company issued the related shares of common stock in December 2022.
During the quarter ended November 30, 2022, the Company granted a total of stock options, with an exercise price of $ per share and a fair value of $ on the date of grant to a consultant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of % (ii) estimated volatility of % (iii) dividend yield of % and (iv) expected life of all options of years. The Company recognized the full $ as compensation expense during the three months ended November 30, 2022.
During the quarter ended February 28, 2023, the Company recognized stock compensation and a corresponding charge to additional paid-in capital in the amount of $. The Company issued the related shares of common stock in March 2023.
During the quarter ended February 28, 2023, the Company granted a total of stock options, with an exercise price of $ per share and a fair value of $ on the date of grant to a consultant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of % (ii) estimated volatility of % (iii) dividend yield of % and (iv) expected life of all options of years. The Company recognized the full $ as compensation expense during the three months ended February 28, 2023.
On March 3, 2023, the Company granted options to purchase up to shares of common stock to our Board Chairman for efforts related to negotiating the amended and restated option agreement and other consulting services, with an exercise price of $ per share and a fair value of $ on the grant date. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of % (ii) estimated volatility of % (iii) dividend yield of % and (iv) expected life of all options of years. The Company recognized the full $ as compensation expense during the three months ended May 31, 2023.
During the quarter ended May 31, 2023, the Company recognized stock compensation and a corresponding charge to additional paid-in capital in the amount of $ for director’s fees earned during the quarter. The Company issued of the related shares of common stock in April 2023 and the remaining shares in June 2023.
10
Texas Mineral Resources Corp.
Notes to Interim Consolidated Financial Statements
May 31, 2023
(Unaudited)
During the quarter ended May 31, 2023, the Company granted options to purchase up to shares of common stock, with an exercise price of $ per share and a fair value of $ on the date of grant to a consultant. The fair value of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of % (ii) estimated volatility of % (iii) dividend yield of % and (iv) expected life of all options of years. The Company recognized the full $ as compensation expense during the three months ended May 31, 2023.
During
the quarter ended May 31, 2023, the holders of common stock options were exercised for total cash consideration of $
In January 2020, the Company entered into three separate consulting agreements for total consideration of shares of common stock ( per agreement). The common stock underlying the agreements had a total value of $, based on the $ quoted market price of the common stock on the agreement date. The right to receive the common stock is subject to ratable vesting over a -month period and at August 31, 2022, all shares had vested and had been issued. The consultants had requested that the Company hold the remaining shares issuable under the agreements in trust to allow the consultants to request their shares as they vest. During the three months ended May 31, 2023, the Company issued the remaining shares under the agreement.
NOTE 6 – SUBSEQUENT EVENTS
On June 26, 2023, the Company, USARE and the manager amended and restated the Operating Agreement and the following material amendments to the Operating Agreement were adopted:
Material Amendments
Cash Calls
On
the basis of the adopted program and budget then in effect, the manager will submit to each member monthly cash calls at least
Remedies for Failure to Meet Cash Calls
Non-Contribution.
Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all or any portion of
any additional capital contribution that it is required to contribute pursuant to a Notice of Non-Contribution or a Deemed Non-Contribution
(such unfunded amount shall be deemed the “Shortfall Amount”), then USARE shall fund the entire Shortfall Amount within
Dilution. Upon the contribution of the Shortfall Amount by USARE, the interests of the members will be recalculated based on the adjustment provision set forth below in the sub-heading “– Adjustment of Interests”.
Maximum
Dilution. The dilution of the Company shall not fall below a
11
Texas Mineral Resources Corp.
Notes to Interim Consolidated Financial Statements
May 31, 2023
(Unaudited)
Adjustment of Interests.
If USARE contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject to the Minimum Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget, by a fraction, expressed as a percentage:
● the numerator of which equals the Shortfall Amount actually funded by USARE; and
● the denominator of which equals the market capitalization of the Company.
Distributions
Cash in excess of authorized reserves will be distributed to the members pro-rata in proportion to their respective interests on a periodic basis as determined by the management committee. RTMD will be required to make tax distributions to each member. Once USARE has been paid the Priority Distribution, if applicable, all distributions made in connection with the sale or exchange of all or substantially all of RTMD’s assets and all distributions made in connection with the liquidation of RTMD will be made to the members pro-rata in accordance with their respective interests.
July Cash Call
On
June 28, 2023, we notified USARE that we had elected not to contribute our proportionate interest of $
12
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 as well as our Annual Report on Form 10-K for the fiscal year ended August 31, 2022. 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 the rare-earth exploration plans at our Round Top project in Hudspeth County, Texas (the “Round Top Project” or “Round Top”); | |
| ● | timing for a completed feasibility study for the Round Top Project; | |
| ● | the success of getting the necessary permits for future Round Top drill programs and project development; | |
| ● | success of RTMD (as defined in “– Overview – USA Rare Earth Agreement” below) in developing the Round Top Project, including without limitation raising sufficient capital; | |
| ● | expectations regarding our ability to raise capital and to continue our exploration plans on our properties (either to fund our proportionate expenditures in the Round Top Project as a member of RTMD or otherwise); | |
| ● | ability to complete a preliminary feasibility study; | |
| ● | plans regarding anticipated expenditures at the Round Top Project; and | |
| ● | plans to enter into a joint venture agreement with Santa Fe and our ability to fund such potential exploration and development project. |
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 of being classified as an “exploration stage” company for purposes of SEC Regulation S-K Item 1300; |
| ● | risks associated with our ability to continue as a going concern in future periods; |
| ● | risks associated with our history of losses and need for additional financing; |
| ● | risks associated with ability to raise capital on acceptable terms, if at all; | |
| ● | risks associated with our operating history; |
| ● | risks associated with owning a membership interest in Round Top which may be diluted (which could be significant) if we are unable to fund our cash call obligations and elect to dilute our ownership interest in Round Top per the amended RTMD operating agreement (as of the filing date of this Form 10-Q our membership interest is 19.951%); |
| ● | risks associated with our properties; |
| ● | risks associated with the lack of history in producing metals from the Round Top Project; |
13
| ● | risks associated with our need for additional financing to maintain our ownership interest in, as well as the requirement in general for additional capital to further develop, the Round Top Project; |
| ● | risks associated with exploration activities not being commercially successful; |
| ● | risks associated with ownership of surface rights and other title issues with respect to the Round Top Project; |
| ● | risks associated with increased costs affecting our financial condition; |
| ● | risks associated with a shortage of equipment and supplies adversely affecting the ability to operate properties; |
| ● | 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 the 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 land reclamation requirements; |
| ● | risks associated with rare earth and mining in general presenting potential health risks; |
| ● | 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 conducting our business in order to be excluded from the definition of an “investment company” under the Investment Company Act of 1940; |
| ● | 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 the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report, as well as in the Annual Report filed on Form 10-K for the fiscal year ended August 31, 2022. Although the Company has 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. The Company cautions 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, the Company disclaims 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.
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In light of these risks and uncertainties, many of which are described in greater detail elsewhere in this Quarterly Report, as well as in the Annual Report filed on Form 10-K for the fiscal year ended August 31, 2022, there can be no assurance that the events predicted in forward-looking statements contained in the Quarterly Report will in fact transpire.
An investment in our common stock involves significant risks, including the risk of a loss of your entire investment. You should carefully consider the risks and uncertainties described herein before purchasing our common stock. The risks set forth herein are not the only ones facing our Company. Additional risks and uncertainties may exist and others could arise that could also adversely affect our business, financial condition, operations and prospects. If any of the risks set forth herein actually materialize, our business, financial condition, prospects and operations would suffer. In such event, the value of our common stock would decline, and you could lose all or a substantial portion of your investment.
Going Concern
These financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit from inception through May 31, 2023, of approximately $41,945,000 and has yet to achieve profitable operations, and projects further losses in the development of its business.
On May 31, 2023, the Company had a working capital surplus of approximately $1,352,000, however the Company’s ability to continue as a going concern is dependent upon its ability to generate 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. See “Liquidity and Capital Resources” below for a discussion of our liquidity and capital needs for the next twelve months.
Overview
We are a mining company engaged in the business of the acquisition, exploration and development of mineral properties. We currently own a 19.951% membership interest in RTMD (as of May 31, 2023 we held a 20% membership interest in RTMD), which entity holds two mineral property leases with the Texas General Land Office to explore and develop a 950-acre rare earths project located in Hudspeth County, Texas, (referred to as the “Round Top Project” or the “Project”). The leases, originally signed with primary terms of approximately 19 and 18 years, each currently have remaining terms of approximately eight years and provisions for automatic renewal if Round Top is in production. RTMD also holds prospecting permits covering 9,345 acres adjacent to the Round Top Project. The strategy of RTMD is to develop a metallurgical process to concentrate or otherwise extract the metals from the Round Top Project’s rhyolite, conduct additional engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round Top Project. The Round Top Project has not established as of the date hereof that any of the properties contain any probable mineral reserves or proven mineral reserves under Item 1300 of Regulation S-K.
Rare earth elements (“REE”) are a group of chemically similar elements that usually are found together in nature – they are referred to as the “lanthanide series.” These individual elements have a variety of characteristics that are critical in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without these elements, multiple high-tech technologies would not be possible. These technologies include:
| ● | cell phones, | |
| ● | computer and television screens, | |
| ● | electric vehicles, | |
| ● | clean energy technologies, such as hybrid and electric vehicles and wind power turbines, | |
| ● | fiber optics, lasers and hard disk drives, | |
| ● | numerous defense applications, such as guidance and control systems and global positioning systems, | |
| ● | advanced water treatment technology for use in industrial, military and | |
| ● | outdoor recreation applications |
Because of these applications, global demand for REE is projected to steadily increase due to continuing growth in existing applications and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic necessity as there is limited production of these elements outside of China. Our ability to raise additional funds to continue to fund our participation interest in the Round Top Project may be impacted by future prices for REEs.
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The Company accounts for its interest in RTMD using the proportionate consolidation method, which is an exception available to entities in the extractive industries, thereby recognizing its pro-rate share of the assets, liabilities, and operations of RTMD in the appropriate classifications in the financial statements.
USARE has been working diligently to complete the preliminary feasibility study (“PFS”) that was originally anticipated to have been completed in 2022; however, various technical improvements have caused USARE to rework portions of the study with the goal to improve capex, opex, and throughput in certain sections of the PFS. We believe USARE is making progress towards completion of the PFS with the goal to maximize its economic impact. There can be no assurance that any results of the PFS will be positive or lead to commercialization of the project.
USA Rare Earth Agreement
In August 2018, the Company and Morzev Pty. Ltd. (“Morzev”) entered into an agreement (the “2018 Option Agreement”) whereby Morzev was granted the exclusive right to earn and acquire a 70% interest in the Round Top Project by financing $10 million of expenditures in connection with the Project, increasable to an 80% interest for an additional $3 million payment to the Company. In August 2019, the Company and USA Rare Earth, LLC (“USARE”) entered into an amended and restated option agreement as further amended in June 2020 (the “2019 Option Agreement” and collectively with the 2018 Option Agreement, the “Option Agreement”), whereby the Company restated its agreement to grant USARE the exclusive right to earn and acquire a 70% interest, increasable to an 80% interest, in Round Top. In May 2021, and in accordance with the terms of the Option Agreement, the Company and USARE entered into a contribution agreement (“Contribution Agreement”) whereby each of the Company and USARE contributed assets to Round Top Mountain Development, LLC (“RTMD”), a wholly-owned subsidiary of the Company, in exchange for their ownership interests in RTMD, a membership interest equating to 20% of RTMD issued to the Company and a membership interest equating to 80% of RTMD issued to USARE. Concurrently therewith, the Company and USARE, as the two members, entered into a limited liability company agreement (“Operating Agreement”) governing the operations of RTMD which contains customary and industry standard terms as contemplated by the Option Agreement. USARE is the manager of RTMD.
Upon entry into the Contribution Agreement, the Company assigned the following contracts and assets to RTMD in exchange for its 20% membership interest in RTMD:
| ● | the assignment and assumption agreement with respect to the mineral leases from the Company to RTMD; | |
| ● | the assignment and assumption agreement with respect to the surface lease from the Company to RTMD; | |
| ● | the assignment and assumption agreement with respect to the surface purchase option from the Company to RTMD; | |
| ● | the assignment and assumption agreement with respect to the water lease from the Company to RTMD; and | |
| ● | the bill of sale and assignment agreement of existing data with respect to RTMD owned by the Company. | |
and USARE assigned the following assets to RTMD (or the Company, as applicable) for its 80% membership interest in RTMD:
| ● | cash to RTMD to continue to fund Round Top Project operations in the amount of approximately $3,761,750 comprising the balance of the $10 million required expenditure to earn a 70% interest in RTMD; | |
| ● | cash in the amount of $3 million to the Company upon exercise of the USARE option to acquire from the Company an additional 10% interest in RTMD, resulting in the aggregate ownership interest of 80% in RTMD; | |
| ● | bill of sale and assignment agreement of the Pilot Plant to RTMD; | |
| ● | the assignment and assumption regarding relevant contracts and permits with respect to RTMD; and | |
| ● | bill of sale and assignment agreement of existing data and intellectual property owned by USARE to RTMD. |
On June 26, 2023, the Company, USARE and the manager amended and restated the Operating Agreement and the following material amendments to the Operating Agreement were adopted:
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Cash Calls
On the basis of the adopted program and budget then in effect, the manager will submit to each member monthly cash calls at least 10 days before the last day of each month, and within 10 days of receipt, (a) USARE will pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest and (b) the Company will either (i) pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest, or (ii) deliver to RTMD a written notice indicating what amount, if any, of the applicable estimated cash requirements that the Company will contribute (the “Notice of Non-Contribution”). Failure by the Company to deliver payment of its proportionate share of the estimated cash requirements, as an additional capital contribution, or to deliver a Notice of Non-Contribution within the 10 day period shall automatically be considered a “Deemed Non-Contribution” and shall have the same effect as if the Company provided a timely Notice of Non-Contribution with respect to non-contribution of its entire proportionate share of the applicable cash call.
Remedies for Failure to Meet Cash Calls
Non-Contribution. Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all or any portion of any additional capital contribution that it is required to contribute pursuant to a Notice of Non-Contribution or a Deemed Non-Contribution (such unfunded amount shall be deemed the “Shortfall Amount”), then USARE shall fund the entire Shortfall Amount within 5 business days after the Notice of Non-Contribution or Deemed Non-Contribution.
Dilution. Upon the contribution of the Shortfall Amount by USARE, the interests of the members will be recalculated based on the adjustment provision set forth below in the sub-heading “– Adjustment of Interests”.
Maximum Dilution. The dilution of the Company shall not fall below a 3% interest in RTMD (the “Minimum Percentage Interest”). Upon the contribution by USARE of a Shortfall Amount which otherwise would result in a dilution of the Company below the Minimum Percentage Interest, USARE will receive a priority distribution of available cash, in addition to a distribution of available cash to which USARE otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant to the applicable cash call request, up to the Shortfall Amount that would have resulted in the Company’s interest being further diluted but for the Minimum Percentage Interest (the “Priority Distribution”). The Priority Distribution will continue until USARE has been reimbursed for its contribution of the Shortfall Amount that would have resulted in the Company having an interest below the Minimum Percentage Interest, after which time the members shall receive distributions of available cash pro rata in proportion to their respective interests.
Adjustment of Interests.
If USARE contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject to the Minimum Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget, by a fraction, expressed as a percentage:
● the numerator of which equals the Shortfall Amount actually funded by USARE; and
● the denominator of which equals the market capitalization of the Company.
Distributions
Cash in excess of authorized reserves will be distributed to the members pro-rata in proportion to their respective interests on a periodic basis as determined by the management committee. RTMD will be required to make tax distributions to each member. Once USARE has been paid the Priority Distribution, if applicable, all distributions made in connection with the sale or exchange of all or substantially all of RTMD’s assets and all distributions made in connection with the liquidation of RTMD will be made to the members pro-rata in accordance with their respective interests.
Other material terms of the Operating Agreement that remain unchanged are as follows:
Management.
A management committee will make the major decisions of RTMD, such as approval of the respective program and budget, and the manager will implement such decisions. The management committee consists of three representatives of the members, with two being appointed by USARE and one by the Company (initially being Dan Gorski). The representatives vote the ownership percentage interests of their appointing member.
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Management Committee Meetings.
Meetings will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting is by simple majority except for certain “major decisions” that require a unanimous vote. So long as the Company maintains a 15% or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If the Company’s ownership interest falls below 15%, the number of unanimous decisions is reduced to five (being the first five bullet points below). If the Company is acquired by a REE mining company or sells its ownership interest to a REE mining company, in each case who elects a majority of the Company’s board, this unanimous approval requirement can be suspended by USARE, at its option. The major decisions requiring unanimous approval, as set forth above, are:
| ● | approval of an amendment to any program and budget that causes the program and budget to increase by 15% or more, except for emergencies; |
| ● | other than purchase money security interests or other security interests in RTMD equipment to finance the acquisition or lease of RTMD equipment used in operations, the consummation of a project financing or the incurrence by RTMD of any indebtedness for borrowed money that requires the guarantee by any member of any obligations of RTMD; |
| ● | substitution of a member under certain circumstances and dissolution of RTMD; |
| ● | the issuance of an ownership interest or other equity interest in RTMD, or the admission of any person as a new member of RTMD, other than in connection with the exercise of a right of first offer by a member; |
| ● | the redemption of all or any portion of an ownership interest, except for limited circumstances provided for in the Operating Agreement; |
| ● | a decision to grant authorization for RTMD to file a petition for relief under any chapter of the United States Bankruptcy Code, to consent to such relief in any involuntary petition filed against RTMD by any third party, or to admit in writing any insolvency of RTMD or inability to pay its debts as they become due, or to consent to any receivership of RTMD; |
| ● | acquisition or disposition of significant mineral rights, other real property or water rights outside of the area of interest as set forth in the Operating Agreement or outside of the ordinary course of business; |
| ● | the merger of RTMD into or with any other entity; and |
| ● | the sale of all or substantially all of RTMD’s assets. |
Manager.
The manager will manage, direct and control operations in accordance with program and budget, will prepare and present to the management committee a proposed program and budget, and will generally oversee and implement all of the day to day activities of RTMD. The manager will conduct necessary equipment and materials procurement and property and equipment maintenance activities, with all operations to be conducted in accordance with adopted program and budget.
Permitted Transfers.
Certain transfers are permitted under the Operating Agreement, including transfers to affiliates or through certain mergers or other forms of business reorganization. A member may also encumber its ownership interest provided that if the ownership interest is foreclosed upon, the other member has a pre-emptive right to acquire such ownership interest at the foreclosure sale. If the transfer is a “permitted transfer,” the transferee is automatically admitted as a member; otherwise unless the other member agrees, the transferee is only an economic interest holder with no voting or other rights held by a member.
Right of First Offer.
If a member desires to transfer all or a portion of its ownership interest to a third party (other than a permitted transfer), it may do that without the consent of the other member so long as it gives the other member the first right to purchase its ownership interest on the same terms. If the other member does not elect to purchase the ownership interest on such terms, the member may sell its ownership interest on such terms and the transfer will be a permitted transfer.
Drag-Along Right.
If USARE accepts a bona fide offer to purchase its entire ownership interest and all other rights under the Operating Agreement from an unrelated third party, the Company will then be obligated to sell its entire ownership interest and all other rights under the Operating Agreement to the unrelated third party on the same terms and conditions as are accepted by USARE.
Santa Fe Project
In November 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation (“Santa Fe”). Under the option agreement, the Company and Santa Fe plan to pursue, negotiate and subsequently enter into a joint venture agreement to jointly explore and develop a target silver property to be selected by the Company among patented and unpatented mining claims held by Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement, if any, is subject to the successful outcome of a multi-phase exploration plan leading to a bankable feasibility study to be undertaken in the near future by the Company. Under the contemplated terms of the proposed joint venture agreement, the Company would be project operator and initially own 50.5% of the joint venture while Santa Fe would initially own 49.5%. Additional terms of the joint venture are expected to be negotiated between the Company and Santa Fe in the future.
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Under the terms of the option agreement, the Company plans to conduct a district-wide evaluation among the patented and unpatented claims held by Santa Fe, consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. Based on the district-wide evaluation, the Company will designate one 80-acre tract as the “project area” and commence detailed exploration work. The property covered in the option agreement is approximately 1,300 acres and covers approximately 75% of the known mining district. The area to be studied also includes a two-mile radius “area of interest.” The option agreement provides the Company with the right to designate any properties within the “area of interest” as “project area” properties. The term of the option is for so long as the Company continues to conduct exploration activities in the Project Area and can be exercised on 60 days’ notice to Santa Fe. There can be no assurance any joint venture agreement or financing agreement will be consummated, that this project will materialize, or if it materializes that it will be commercially viable.
The Black Hawk district is one of a famous, but rare, geologic type of mineral deposit typically characterized by small but high-grade ore bodies often containing silver, cobalt, nickel, uranium and arsenic. Silver principally occurs in “native” form. The district was discovered in the early 1880’s and mining was active until the collapse of the silver price after it was de-monetized in 1892. Because of their small size and random distribution, the small lens like “ore shoots” are practically impossible to locate by conventional exploration methods. If a method of finding these ore bodies can be developed, of which there is no assurance, we believe economic potential may exist.
Geologically, this class of mineral deposit is called the “Five Element Veins.” The silver occurs in native form and its grades are typically measured in percent. Nickel and cobalt occur as arsenides while the uranium as the oxide uraninite. Other metals such as zinc and bismuth can occur but seldom in economically important quantities. Approximately thirteen of these types of deposits have been identified, all but one in either Europe or North America. In spite of their rarity, these districts have traditionally been economically important. The European deposits were mined for silver in the 15th, 16th and 17th centuries and later for uranium during the Soviet era. The Cobalt district in Ontario was discovered during railroad construction in 1903 and by the 1930’s had produced a reported 460 million ounces. The other principal Canadian producer, referred to as the Port Radium or the Echo Bay district, began in the 1930’s as a radium mine, later became a uranium producer after World War II and finally an important silver district after 1968 when the United States demonetized silver, for the second time. Districts of this type are aerially small. The carbonate veins are typically 6 to 18 inches wide. Individual ore bodies, “ore shoots”, are small and randomly distributed; an ore lens measuring 100x50 feet would be considered exceptionally large.
Based on comparison with the mining districts in Europe and Canada, and the history and geology of the Black Hawk district, we are intrigued by this district. Because of their small size and random distribution these “lenses” cannot be cost effectively located and developed by surface drill holes from the surface. However, because of the high silver, nickel and cobalt grades historically present in these types of veins, we believe that there is a possibility that they potentially contain enough metal to be electrically conductive, thus could be detectable by geophysical methods. The geophysical method holding the highest potential for detecting these “ore shoots” is believed to be the time domain electromagnetic (TDEM) system. TDEM has proven effective in locating large and deeply buried massive sulfide ore deposits. A system marketed by Zonge International, as NANOTEM, is used to detect small metal objects such as pipe, tanks and unexploded ordinance. We believe that the targets sought at Black Hawk fall between the capabilities of these two applications. It was decided to modify the small scale TDEM method, NANOTEM, to this survey.
A trial scoping survey was conducted in June 2021. Based on preliminary assessment, it was decided to modify and expand this survey. Lines were carefully laid out, surveyed and brush cut to facilitate accurate station placement. The initial “scoping” survey had indicated anomalous conductivity along the southeast margin of Alhambra current loops, and the Phase 2 arrays were extended 250 feet to the east-south-east to cover this area. This follow up survey was completed in February 2022. Potential electrical conductors were identified of sufficient size and depth extension to be regarded as drill “targets.” Further processing and analysis of these data is in progress. A third phase of geophysical investigation was planned and carried out in February 2023. There is no assurance that this project is economically feasible or that any further exploration will be conducted.
Liquidity and Capital Resources
On May 31, 2023, our accumulated deficit was approximately $41,945,000 and our cash position was approximately $1,375,000. We had a working capital surplus of approximately $1,352,000. Round Top has not commenced commercial production on the Round Top Project. We have no revenues from operations and anticipate we will have no operating revenues until we place one or more of our properties into production. All properties are in the exploration stage.
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During the fiscal year ending August 31, 2022 and the nine months ended May 31, 2023, we funded approximately $1,937,000 and $386,000, respectively, to RTMD pursuant to our funding obligations set forth in the Operating Agreement. USARE funded approximately $8,402,000 and $1,545,600, respectively, to RTMD in connection with advancing the Round Top Project.
During the fourth quarter of this fiscal year, RTMD notified the Company and USARE of a July 2023 capital call in the aggregate amount of $834,000 and, on June 28, 2023, we notified USARE that we had elected not to contribute our proportionate interest of $166,800 in cash to satisfy our portion of the July 2023 aggregate cash call of $834,000, but had elected to have USARE fund our portion and to reduce our RTMD ownership interest from 20% to 19.951% pursuant to the dilution mechanism in the June 2023 amended Operating Agreement. We expect that there will likely be additional capital calls during the next 12 months, as RTMD plans to continue its efforts towards completing a bankable feasibility study which includes work to optimize the leaching and developing of the CIX/CIC processing of the Round Top Project. Initial process design work will be carried out at USARE’s facility in Wheat Ridge, Colorado. Pending completion of the initial process development, this facility may either be relocated to or replicated at the Round Top Project where a pilot plant is expected to be established. This work may consist of setting up and equipping a facility to conduct pilot plant scale heap leaching. It is estimated that the Round Top Project will require additional time and further expenditure to complete a bankable feasibility study. Each of the Company and USARE will be responsible to fund their pro-rata share of these expenses, and unless we have sufficient cash to fund our pro rata share, we will likely request that USARE fund our pro-rata share of the obligation and reduce our RTMD ownership interest pursuant to the dilution mechanism established in the June 23 amendment to the Operating Agreement. As of the date hereof, we don’t know the amount of expenditures for the RTMD budget for the next 12 months.
We do not have sufficient cash on hand to fund our portion of the Round Top budget for the next 12 months, assuming that capital calls are requested during this period. Therefore, we will either (i) need to raise additional funding to fund our portion of the Round Top budget or (ii) elect to have USARE fund our portion and then reduce our interest in RTMD pursuant to the dilution mechanism set forth in the June 2023 amendment to the Operating Agreement. Additionally, we will likely need to raise additional capital during the next 12 months to fund our corporate business strategy and general and administrative expenses, the failure of which could cause us to curtail or cease our operations or otherwise adversely affect us. If we determine to reduce our ownership interest in RTMD, we would conserve cash and not dilute the common stock holders of the Company through equity financings at the Company level. If we elect to raise equity capital at the Company level, the most likely source of future financing presently available to us is through the sale of our securities. Any sale of our shares of common stock will result in dilution of equity ownership to existing stockholders. This means that if we sell shares of common stock, more shares will be outstanding and each existing stockholder will own a smaller percentage of the shares then outstanding. We may rely on debt financing (which could be in the form of convertible debt) and we may issue or grant warrants or options in the future pursuant to which additional shares of common stock may be issued. Exercise of such warrants or options (or conversion of debt) will result in dilution of equity ownership to our existing stockholders. We have no firm commitment with respect to obtaining debt or equity financing and, accordingly, we will be reliant upon a best efforts financing strategy. Accordingly, there is no assurance that we will be able to raise necessary capital to fund either (i) our portion of the Round Top budget (in which event we would elect to have USARE fund our portion of the cash contributions and agree to allow our interest in RTMD to be reduced per the June 2023 amended Operating Agreement) or (ii) our general administrative expenses during the next 12 months.
Results of Operations
Nine months ended May 31, 2023 and May 31, 2022
General and Revenue
We had no operating revenues during the nine months ended May 31, 2023 and May 31, 2022. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $41.9 million as of May 31, 2023.
Operating expenses, other income (expenses) and resulting losses from Operations.
We incurred exploration costs for the nine months ended May 31, 2023 and May 31, 2022, in the amount of approximately $721,000 and $1,102,000, respectively. The expenditures for the nine months ended May 31, 2023 and the nine months ended May 31, 2022 were primarily for leaching at the Round Top lab and to a limited extent, exploration costs for the Black Hawk project in New Mexico. For the nine months ended May 31, 2022, significant costs were incurred for Round Top as a result of mining and transporting approximately 30,000 metric tonnes of rhyolite from the deposit site to the planned demonstration plant site. There was also considerable earth work done at the site of the production plant to divert storm runoff water. In addition, we began contracting various consulting groups to commence the designing of the Round Top mine, heap leaching plant and processing plant. During the nine months ended May 31, 2023 and 2022, exploration expenditures for mining activities at Round Top were funded by RTMD. We account for our interest in RTMD under the proportional consolidation method. Under the proportional consolidation method, we record our share of expenses of RTMD within the income statement in the same line items that we would if we were to consolidate our financial statements with RTMD. During the nine months ended May 31, 2023, we spent approximately $256,000 on project related costs for the Santa Fe Project that commenced during the current fiscal year.
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Our general and administrative expenses for the nine months ended May 31, 2023 and May 31, 2022, respectively, were approximately $1,497,000 and $987,000. For the nine months ended May 31, 2023 and 2022, this amount included approximately $888,000 and $404,000, respectively, in stock-based compensation to directors and common stock and stock options to outside consultants. The remaining expenditures were primarily for payroll and related taxes and benefits, professional fees and other general and administrative expenses necessary for our operations.
For the nine months ended May 31, 2023 and May 31, 2022, we earned approximately $24,600 and $4,600 in interest income from depository accounts. We recorded a loss on the transfer of one of our vehicles to RTMD in the amount of approximately $22,700.
We had losses from operations for the nine months ended May 31, 2023 and May 31, 2022 totaling approximately $2,218,000 and $2,088,000, respectively.
We had a net losses for the nine months ended May 31, 2023 and May 31, 2022 totaling approximately $2,193,000 and $2,084,000, respectively.
Three months ended May 31, 2023 and May 31, 2022
Revenue
We had no operating revenues during the three months ended May 31, 2023 and May 31, 2022. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $41.9 million as of May 31, 2023.
Operating expenses and resulting losses from Operations.
We incurred exploration costs for the three months ended May 31, 2023 and May 31, 2022, in the amount of approximately $91,000 and $519,900, respectively. Expenditures during the three months ended May 31, 2022 were primarily for our Round Top project. During the three months ended May 31, 2023, we spent approximately $91,000 on a survey and other project related costs for the Santa Fe Project that commenced during the current fiscal year.
Our general and administrative expenses for the three months ended May 31, 2023 and May 31, 2022, respectively, were approximately $870,000 and $295,000. For the three months ended May 31, 2023 and May 31, 2022, this amount included approximately $706,000 and $112,000, respectively, in stock-based compensation to directors and outside consultants. The remaining expenditures were primarily for payroll and related taxes and benefits, professional fees and other general and administrative expenses necessary for our operations.
For the three months ended May 31, 2023 and May 31, 2022, we earned approximately $9,700 and $1,200, respectively, in interest income from depository accounts.
We had losses from operations for the three months ended May 31, 2023 and May 31, 2022 totaling approximately $962,000 and $815,000.
We had net losses for the three months ended May 31, 2023 and May 31, 2022 totaling approximately $952,000 and $814,000, respectively.
Investment Company Act Exclusion
Section 3(c)(9) of the Investment Company Act of 1940, as amended (“1940 Act”), provides that a company “substantially all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or investment contracts relative to such royalties, leases, or fractional interests” is not an investment company within the meaning of the 1940 Act. The Company has determined that this exemption applies to it giving consideration to the following four factors:
| ● | whether the exempted activity constitutes “substantially all” of our business; |
| ○ | The Company has owned mineral leases since 2010, all of our business to date has been comprised of owning and developing the mineral leases and, after the May 2021 “farm-down” of its 100% interest in the mineral leases, all of our business continues to be comprised of owning and holding a certificate of interest and a participation in the mineral leases owned by RTMD. The Company’s mineral assets historically, as well as the value of the certificate of interest at May 31, 2023, have been booked at cost in accordance with GAAP. We have an accumulated deficit of approximately $41.9 million at May 31, 2023 as a result of owning and developing the Round Top Project. |
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| ● | whether we own or trade in the mineral leases; |
| ○ | The Company has owned the mineral leases, which are now owned by RTMD, since 2010 and neither the Company nor RTMD is in the business of dealing or trading in the mineral leases. |
| ● | what qualifies as an eligible asset for purposes of the exception; and |
| ○ | The statute specifically references mineral leases and our mineral leases were owned by the Company and are now owned by RTMD. In accordance with Regulation S-K Item 1300 that governs disclosure by registrants engaged in mining operations, the definition of mineral resource is “a concentration or occurrence of material of economic interest in or on the Earth’s crust.” Our rare earth elements and minerals underlying the mineral leases meet that definition, as well as does coal, silver, gold and other material mined for economic value by registrants involved in mining operations. The SEC staff has recognized that an excepted entity can also engage in related business activities such as exploring, developing, and operating the eligible assets. |
| ● | what qualifies as a “certificate of interest or participation in” or an “investment contract relative to” the eligible assets. |
| ○ | The statute allows a Company to own a “certificate of interest” or “participation in” the mineral leases. The SEC staff has recognized that limited partnership interests and/or similar securities issued by entities that themselves own the leases constitute “certificate of interest or participation in or investment contracts” related to such leases. The Company’s 19.951% membership interest in RTMD constitutes a “certificate of interest” and a “participation in” the mineral leases that are owned by RTMD. |
The Company intends to continue to conduct its business operations in order to continue to be excluded from the definition of an “investment company” under the 1940 Act.
Off-Balance Sheet Arrangements
None.
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, and in light of the material weakness existing in our internal controls over financial reporting as of August 31, 2022 (as described in greater detail in our annual report on From 10-K for the year ended August 31, 2022), 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 providing reasonable assurance 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.
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.
22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
The following updates our risk disclosures set forth in our Form 10-K for the year ended August 31, 2022 as filed with the SEC on November 29, 2022.
There is no assurance that we will be able to enter into a joint venture agreement with Santa Fe, or if we do, that such joint venture arrangement will result in any successful exploration, development prospects or commercial success.
There is no assurance that any results of the Preliminary Feasibility Study will be positive.
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 (C) |
| October 2022 | Common Stock | 26,833 | Directors | $Nil | Services | Sec. 4(a)(2) |
| September – November 2022 | Common Stock Options | 30,000 | Consultant | $Nil | Services | Sec. 4(a)(2) |
| December 2022 | Common Stock | 22,859 | Directors | $Nil | Services | Sec. 4(a)(2) |
| December 2022 – February 2023 | Common Stock Options | 30,000 | Consultant | $Nil | Services | Sec. 4(a)(2) |
| March 2023 | Common Stock Options | 500,000 | Director | $Nil | Services | Sec. 4(a)(2) |
| March 2023 | Common Stock | 37,311 | Directors | $Nil | Services | Sec. 4(a)(2) |
| March 2023 – May 2023 | Common Stock Options | 30,000 | Consultant | $Nil | Services | Sec. 4(a)(2) |
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 Disclosures
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 May 31, 2023, 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.
23
Item 6. Exhibits
The following exhibits are attached hereto or are incorporated by reference:
24
| 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 |
* Management contract or compensatory plan or arrangement.
| (1) | Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at May 31, 2023 and August 31, 2022; (ii) Consolidated Statements of Operations for the three months and nine months ended May 31, 2023 and 2022; (iii) Consolidated Statements of Cash Flows for the nine months ended May 31, 2023 and 2022; (iv) Consolidated Statements of Shareholders’ Equity for the nine months ended May 31, 2023 and 2022; and (v) Notes to Consolidated Financial Statements. |
25
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: July 17, 2023 | |
| /s/ Daniel E. Gorski | |
| Daniel E. Gorski, duly authorized officer | |
| Chief Executive Officer and Principal | |
| Executive Officer | |
| Date: July 17, 2023 | |
| /s/ Wm Chris Mathers | |
| Wm Chris Mathers, Chief Financial Officer and | |
| Principal Financial and Accounting Officer |
26
Texas Mineral Resources Corp. 10-Q
Exhibit 31.1. Certification by Chief Executive Officer
CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel E. Gorski, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Texas Mineral Resources Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: July 17, 2023 | |
| /s/ Daniel E. Gorski | |
| Daniel E. Gorski, Chief Executive Officer, | |
| Principal Executive Officer |
Texas Mineral Resources Corp. 10-Q
Exhibit 31.2. Certification by Chief Financial Officer
CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Wm Chris Mathers, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Texas Mineral Resources Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: July 17, 2023 | |
| /s/ Wm Chris Mathers | |
| Wm Chris Mathers, Chief Financial Officer, | |
Principal Financial and Accounting Officer
|
Texas Mineral Resources Corp. 10-Q
Exhibit 32.1. Section 1350 Certification by Chief Executive Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Texas Mineral Resources Corp. (the “Company”) on Form 10-Q for the quarter ending May 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel E. Gorski, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Daniel E. Gorski | |
| Daniel E. Gorski, Chief Executive Officer | |
| July 17, 2023 |
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.
Texas Mineral Resources Corp. 10-Q
Exhibit 32.2. Section 1350 Certification by Chief Financial Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Texas Mineral Resources Corp. (the “Company”) on Form 10-Q for the quarter ending May 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wm Chris Mathers, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Wm Chris Mathers | |
| Wm Chris Mathers, Chief Financial Officer | |
| July 17, 2023 |
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.