TMRC 8-K
DyTb, LLC (TMRC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a -12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| Pre-commencement communications pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Mineral Exploration and Option Agreement
On May 23, 2024, Standard Silver Corp. (“Standard Silver”), a wholly-owned subsidiary of Texas Mineral Resource Corp. (the “Company”), entered into amendment No. 1 (“Amendment”) to the Mineral Exploration and Option Agreement dated October 7, 2021 (“Mineral Exploration and Option Agreement”) by and between Standard Silver and Santa Fe Gold Corporation (“Santa Fe”). Under terms of the Amendment, the primary modifications were changes to the defined terms of (i) “project area” which has been expanded from 80 contiguous acres to encompass the area within the mining claims, as identified in the Mineral Exploration and Option Agreement, and area of interest which is approximately 1,600 acres, (ii) “feasibility study” which now provides that this study will be an assessment by Standard Silver of the technical and economic practicality of conducting mining operations within the project area identified by Standard Silver sufficient to pursue project financing, which the parties will jointly pursue through mutual best efforts to achieve a financing facility, and (iii) “examination period” which has been modified to be the period of time during which Standard Silver analyzes the potential of the project area. The Amendment also modified certain provisions to reflect the changed defined terms and rights and obligations associated therewith. Additionally, Santa Fe agreed not to transfer all or any portion of its mining claims, as identified in the Mineral Exploration and Option Agreement, without providing Standard Silver a right of first refusal to purchase such properties.
The foregoing description of the agreement is qualified in its entirety by reference to the text of the Amendment, a copy of which the Company is filed herewith as Exhibit 10.1.
| Item 8.01 | Other Events. |
The Company issued a press release on May 30, 2024 announcing the entry into the Amendment with Santa Fe, a copy of which is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
| 10.1* | Amendment to the Mineral Exploration and Option Agreement dated as of May 23, 2024 by and among Standard Silver Corp. and Santa Fe Gold Corp. | |
| 99.1* | Press Release issued by Texas Mineral Resources Corp. on May 30, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized.
| TEXAS MINERAL RESOURCES CORP. | ||
| Date: May 30, 2024 | By: | /s/ Wm. Chris Mathers |
| Name: Wm. Chris Mathers | ||
| Title: Chief Financial Officer | ||
2
TEXAS MINERAL RESOURCES CORP. 8-K
Exhibit 10.1
FIRST AMENDMENT TO
MINERAL EXPLORATION AND OPTION AGREEMENT
THIS FIRST AMENDMENT (the "Amendment") to the Mineral Exploration and Option Agreement dated as of October 7, 2021 (the "Option Agreement"), is entered into as of May 23, 2024 (the "Amendment Effective Date"), by and between Standard Silver Corp., a Delaware corporation ("Standard Silver"), and Santa Fe Gold Corporation, a Delaware corporation ("Santa Fe Gold"). Standard Silver and Santa Fe Gold sometimes may be referred to in this Amendment individually as a "Party", and collectively as the "Parties".
RECITALS
A. Standard Silver and Santa Fe Gold entered into the Option Agreement with regard to certain Mining Claims described in the attached Exhibit A.
B. A Memorandum of Agreement with regard to the Option Agreement was recorded in the records of Grant County, New Mexico, on April 4, 2022, as Document 202201254, at Book 284, Page 1254, a copy of which is attached as Exhibit B.
C. The Parties desire to amend the Option Agreement as set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
Article 1.1 DEFINITIONS
(a) The definition of Examination Period in Section 1.1 of the Option Agreement is hereby deleted in its entirety and replaced with the following:
"Examination Period" means the period of time during which Standard Silver analyzes the potential of the Project Area
(b) The definition of Feasibility Study in Section 1.1 of the Option Agreement hereby is deleted in its entirety and replaced with the following:
"Feasibility Study" means an assessment by or on behalf of Standard Silver of the technical and economic practicality of conducting mining operations within the Project Area identified by Standard Silver sufficient to hereafter pursue project financing, which Standard Silver will jointly work with Santa Fe, through their mutual best efforts to achieve a financing facility. The definition of Project Area in Section 1.1 of the Option Agreement hereby is deleted in its entirety and replaced with the following:
"Project Area" means any or all of the area within the Mining Claims and the Area of Interest as determined by Standard Silver, that will be the subject of exploration, development and mining operations.
ARTICLE2 EXPLORATION RIGHT
Section 2.1 is amended to read:
2.1 Mining Claims. Commencing on the Effective Date and continuing through the Examination Period, Santa Fe Gold hereby grants to Standard Silver the sole and exclusive right to enter upon the Mining Claims, and the sole and exclusive right to conduct such Exploration on the Mining Claims, subject only to this Agreement and any limitations imposed by applicable Permits and any applicable Laws, including any Environmental Law or regulation.
Section 2.2 (a) is amended to read:
| 2.2 | Project Area |
(a) Standard Silver will evaluate the Mining Claims and the Area of Interest. Standard Silver will inform Santa Fe Gold in writing (the "Additional Project Properties Notice") of the properties outside of the Mining Claims within the Area of Interest that Standard Silver determines should be included in the Project Area (the "Additional Project Properties"). Santa Fe Gold shall have the right to acquire the Additional Project Properties. If Santa Fe Gold determines not to acquire the Additional Project Properties within ten days of receipt of the Additional Project Properties Notice, then the Parties shall determine whether the Additional Project Properties shall be acquired jointly, or whether Standard Silver will acquire the Additional Project Properties. Regardless of how acquired, the Additional Project Properties shall be included in the Project Area.
Section. 8.5 A new Section 8.5 is added to read as follows:
8.5 First Right of Refusal
"8.5. Right of First Refusal. Subject to Section 8.3(a), during the Term, Santa Fe Gold shall not Transfer all or any portion of the Mining Claims and the Additional Project Properties to the extent held by Santa Fe Gold except as follows:
(c) In the event Santa Fe Gold desires to Transfer its rights to all or any portion of the Mining Claims and the Additional Project Properties to the extent held by Santa Fe Gold to an unaffiliated third party, Standard Silver shall have a right of first refusal (the "ROFR") to purchase such Mining Claims and Additional Project Properties to the extent held by Santa Fe Gold.
(d) Santa Fe Gold shall give one or multiple Notices (each a "ROFR Notice") to Standard Silver stating that Santa Fe Gold has received an offer from an unaffiliated third party that Santa Fe Gold intends to accept, which ROFR Notice shall include, at a minimum, (i) a description of the portion of the Mining Claims and the Additional Project Properties to the extent held by Santa Fe Gold that Santa Fe Gold intends to Transfer (the "Transferred Property Interest"), (ii) the identity of the unaffiliated third party to which the Santa Fe Gold intends to Transfer the Transferred Property Interest, (iii) the purchase price for the Transferred Property Interest, together with other material terms and conditions of the proposed transaction, provided that any noncash consideration shall be valued at its cash equivalent, and (iv) the proposed date, time, and location of the closing of the Transfer of the Transferred Property Interest, which shall not occur prior to the end of the Notice Period. The ROFR Notice shall constitute the Santa Fe Gold's offer to Transfer the Transferred Property Interest to Standard Silver, which offer shall be irrevocable until the end of the Notice Period.
(e) For a period of 60 days from the date of receipt of a ROFR Notice by Standard Silver (the "Notice Period"), Standard Silver shall have the right to submit to Santa Fe Gold an offer to purchase for cash Santa Fe Gold's rights to the Transferred Property Interest for an amount at least equal to the purchase price included in the ROFR Notice (the "ROFR Offer"). If Standard Silver does not provide a ROFR Offer to Santa Fe Gold within the Notice Period, then Santa Fe Gold may sell its rights in the Transferred Property Interest for an amount not less than the purchase price for such Transferred Property Interest set forth in the ROFR Notice.
(f) Provided that Standard Silver does not exercise the ROFR, for a period of 30 days from the end of the Notice Period, Santa Fe Gold may consummate the Transfer of the Transferred Property Interest to the unaffiliated third party identified in the ROFR Notice on terms no less favorable than those set forth in the ROFR Offer. Any such conveyance will not be effective against Standard Silver until the Santa Fe Gold has delivered to the Standard Silver written notice of the Transfer. If Santa Fe Gold does not ultimately sell its rights within the 30-day period to the unaffiliated third party identified in the ROFR Notice on terms no less favorable than those set forth in the ROFR Notice, then the right of Santa Fe Gold to convey its rights under the applicable ROFR Notice shall terminate. For clarity, any time Santa Fe Gold entertains a new transaction with respect its rights in the Mining Claims and the Additional Project Properties to the extent held by Santa Fe Gold, Santa Fe Gold is required to send a new ROFR Notice to Standard Silver.
(g) The provisions of this Section 8.5 also shall apply in the context of a sale of equity interests of Santa Fe Gold or any Affiliate."
ARTICLE3
MISCELLANEOUS PROVISIONS
(a) The Parties agree that, except as specifically modified by this Amendment, the Option Agreement remains in full force and effect in accordance with its terms. This Amendment shall not be construed as a waiver or amendment of any other provision of the Option Agreement or for any purpose, except as expressly set forth herein.
(b) This Amendment shall be governed by and construed in accordance with the laws of the State of New Mexico without reference to the conflict of law provisions thereof.
(c) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Amendment may be validly executed and delivered by facsimile, portable document format (.pdf) or other electronic transmission, and a signature by facsimile, portable document format (.pdf) or other electronic transmission shall be as effective and binding as delivery of a manually executed original signature.
(d) This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns permitted by the Option Agreement.
[REMAINDER OF PAGE LEFT BLANK]
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the Effective Date.
| STANDARD SILVER CORP. | SANTA FE GOLD CORPORATION | |||
| By: | /s/ Daniel E. Gorski | By: | /s/ Brian J. Adair | |
| Name: | Daniel E. Gorski | Name: | Brian J. Adair | |
| Title: | CEO | Title: | Chairman | |
TEXAS MINERAL RESOURCES CORP. 8-K
Exhibit 99.1
Texas Mineral Resources Significantly Expands Project Exploration Area of 2021 Mineral Exploration and Option Agreement with Santa Fe Gold in the New Mexico Black Hawk Mining District
SIERRA BLANCA, TX— (Accesswire- May 30, 2024) – Texas Mineral Resources Corp. (OTCQB: TMRC)
| ● | Project area is expanded from 80 acres to approximately 1,600 acres and we will jointly work with Santa Fe on a best-efforts basis to achieve a financing facility. |
| ● | Initial target silver property has been selected by TMRC within the Black Hawk Mining District among patented and unpatented claims held by Santa Fe Gold. |
| ● | Geology believed to be characterized by narrow, high-grade silver veins. |
| ● | Bankable feasibility study planned to be conducted in measured phases, with the goal of minimizing financing risk. |
| ● | Permit application for exploratory drilling has been submitted to the State of New Mexico. |
Texas Mineral Resources Corp. (TMRC), an exploration company currently targeting the heavy rare earths, technology metals and a variety of industrial minerals through its joint-venture Round Top Mountain project in Texas with USA Rare Earth, is pleased to announce the execution of an amendment to the 2021 Mineral Exploration and Option Agreement with Santa Fe Gold Corp., expanding the project area to be analyzed to determine the feasibility of a potential silver mining exploration and development project consisting of patented and unpatented mining claims held by Santa Fe Gold within the Black Hawk Mining District in Grant County, New Mexico. Completion of the potential joint venture agreement is subject to a satisfactory outcome of a multi-phase exploration plan and completion of a favorable bankable feasibility study. It is currently expected that TMRC would be the project operator and initially own 50.5% of the joint venture while Santa Fe Gold would initially own 49.5%.
The Black Hawk Mining District is located approximately thirteen miles west of Silver City, New Mexico. As documented in USGS*, New Mexico** state reports and Society of Mining Engineers*** reports, mineralization in this district, in general geological terms, consists of numerous, narrow carbonate veins containing high silver values in randomly distributed small lenses or “shoots.” It is one of a well-known geologic type of mineral deposit generally referred to as the “five-element veins.” Worldwide, approximately twenty of these types of deposits have been identified, including the historically important silver mining camps of Cobalt, Ontario; Joachimsthal, Czech Republic; Anneberg, Saxony; and the Port Radium district in Northwest Territory, Canada. The signature characteristics of this type of deposit are high silver grades and its occurrence as native (metallic) silver.
The two principal historic mines in the Black Hawk district, the Black Hawk and the Alhambra, operated in the early 1890s and both closed after the silver price collapse of 1893. While engineering grade information from these mines doesn’t exist, we believe available information suggests that this type of mineralization may respond well to state-of-the art electro-geophysical exploration methods. If this cost-effective method can be used to identify and precisely locate these ore shoots, and avoid the prohibitively expensive, traditional method of statistical drilling of the vein with angled holes from the surface, potential for economically viable mining operations may exist. The exploration program will also assess recovery potential for critical mineral co-products including cobalt, nickel, and uranium, which we believe may occur in the Black Hawk district.
Under the amendment to the Mineral Exploration and Option Agreement, TMRC plans to conduct a district-wide evaluation among the approximately 1,600 acres of patented and unpatented claims held by Santa Fe Gold, anticipated to consist of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as may be pursued. In the 2021 Mineral Exploration and Option Agreement, TMRC was to designate one 80-acre tract as the “project area” and commence detailed exploration work. The “project area” covered in the amended Mineral Exploration and Option Agreement has been expanded to approximately 1,600 acres.
Since signing the Mineral Exploration and Option Agreement in 2021, TMRC has announced the completion of a geophysical investigation using multiple variations of electro-magnetic surveying within the Black Hawk Mining District. Work was centered around the historic Alhambra mine and was chosen as the initial area of investigation because of favorable topography and availability of certain non-engineering grade historical data. Results of this geophysical survey identified 16 drill targets within the Alhambra mine area worthy of analysis. We believe that the next phase of exploration will consist of exploratory drilling with the goal of confirming the existence of silver veins in the areas indicated by geophysical mapping. A permit application has been submitted to the state of New Mexico.
Dan Gorski, CEO, observes, “the geophysical technique we expect to use for this project is a modification of a system used to detect buried metallic objects such as pipes, tanks and unexploded ordinance. It is, in effect, a large-scale metal detector. Several variations were utilized resulting in an arrangement of transmitters and receivers that acquired data through a believed depth range of approximately 120 feet. The area selected for drilling is immediately north of the historic Alhambra mine. Potential targeted areas lie along the northward projection of the Alhambra vein or in parallel structures. Approximately 55 drill holes are planned which aggregate approximately 6,500 feet of diamond drill core. The objective of this phase of work will be to prove the geophysical method and to test a geologically favorable area at shallow depth.
“The completion and subsequent analysis of the geophysical survey was the impetus in amending the Mineral Exploration and Option Agreement”, said Anthony Marchese, chairman. “We look forward to completion of the next phase of exploratory drilling and if such exploration should warrant further pursuit, then having exclusive access to the entire 1600-acre district rather than 80 acres has the potential to expand the size, scope and profitability of the project.”
*****************************************************************************
*Gillerman E. and Whitebread D. H. (1956) Uranium Bearing Nickel-Cobalt-Native Silver Deposits, Black Hawk District, Grant County New Mexico, USGS Bull 1009-K.
https://bit.ly/33wbUtb
**Gillerman E, (1964) Mineral Deposits of Western Grant County, New Mexico, New Mexico Bureau of Mines & Mineral Resources, Bulletin 83, p 142-151.
https://bit.ly/3o9WgLP
***Gillerman E, (1959) Alhambra Cobalt-Nickel-Silver Deposit, Black Hawk District, New Mexico, Society of Mining Engineers of AIME, Preprint No. 59-105
https://bit.ly/3mnioC0
About Texas Mineral Resources Corp.
Texas Mineral Resources Corp.'s focus is to develop and commercialize its Round Top heavy-rare earth, technology metals, and industrial minerals project located in Hudspeth County, Texas, 85 miles southeast of El Paso through its joint venture with USA Rare Earth LLC. Additionally, the Company plans to continue its business strategy of identifying and potentially developing alternative sources of strategic minerals as well as developing other domestic mining projects in more traditional metals. The Company’s common stock trades on the OTCQB U.S. tier under the symbol “TMRC.”
Cautionary Note to Investors
The United States Securities and Exchange Commission ("SEC") limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce and that are compliant with SEC Industry Guide 7. Investors are cautioned not to assume than any part or all of the proposed project in the Black Hawk Mining District contains any mineral deposits that will ever be converted into resources or that any inferred mineral resource or measured and indicated resources exists or is economically or legally mineable. The proposed project does not contain any known proven or probable ore reserves or mineral resource compliant with SEC Industry Guide 7 reporting standards. Investors are urged to consider closely the disclosure set forth in TMRC’s latest reports filed with the SEC.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities Exchange Act of 1934, as amended, including, but not limited to, statements regarding the potential development, financing, economic feasibility, resource, grade and other mineralization characteristics, and drilling and exploration methods that may be utilized in potential exploration of the Black Hawk Mining District project. When used in this press release, the words “potential,” “objective,” “goal,” “business strategy,” “plans,” “suggests,” “indicate,” “expect,” “can,” “intend,” “should,” “hopes,” “believe,” “may,” “will,” “if, “anticipate,” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such statements. Such factors include, among others, uncertainty of mineralized material and mineral resource estimates, risks to projected and estimated economics not reflecting actual economic results due to the uncertainty of mining processes, potential non-uniform sections of mineralized material, potential mining hazards and accidents, changes in equipment and labor costs, changes in projected mineral prices and demand, competition in the mining industry, risks related to project development determinations, the inherently hazardous nature of mining-related activities, potential effects on the Company's operations of environmental regulations, risks due to legal proceedings, liquidity risks and risks related to uncertainty of being able to raise capital on favorable terms or at all, as well as those factors discussed under the heading "Risk Factors" in the Company's latest annual report on Form 10-K as filed on November 29, 2023 and other reports filed with the U.S. Securities and Exchange Commission. Except as required by law, the Company assumes no obligation to publicly update any forward-looking statements.
Company Contact:
Texas Mineral Resources Corp.
Anthony Marchese, Chairman
E-mail: [email protected]
Twitter: @TexasMineralRes