UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) ~~May 8~~August 11, 2025 (~~May~~July 728, 2025)

TEXAS MINERAL RESOURCES CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		0-53482		87-0294969
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~539~~527 21st ElStreet ~~Paso St.~~#44

~~Sierra Blanca~~Galveston, TX ~~79851~~77550

(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (915) 369-2133

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

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~~INTRODUCTORY ~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.~~NOTE

~~Resignation~~As previously announced in a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 12, 2025 (“February 12 Form 8-K”), Texas Mineral Resources Corp. (the “Company”) entered into a loan and securities purchase agreement (“Loan Agreement” or “Loan Agreements”) on February 10, 2025 with thirteen accredited investors, pursuant to which the thirteen accredited investors agreed to lend the Company an aggregate principal amount of $848,000, convertible into up to 2,826,667 shares of common stock, par value $0.01 per share (“Common Stock), at a ~~Director~~fixed conversion rate of $0.30 per share.

On ~~May~~February 720, 2025, ~~Kevin~~the ~~Francis~~Company ~~informed~~announced ~~Texas~~in ~~Mineral~~a ~~Resources~~Form ~~Corp.~~8-K filed with the SEC (“~~Company~~February 20 Form 8-K”) the closing of ~~his~~the ~~decision~~$848,000 toin ~~resign~~debt financing as acontemplated ~~director,~~by ~~effective~~the ~~that~~Loan ~~date.~~Agreements Inand ~~connection~~the issuance ~~with~~of ~~Mr.~~unsecured ~~Francis’~~promissory ~~resignation~~notes as(“Notes”) aevidencing ~~director~~the $848,000 ~~Mr.~~of ~~Francis~~debt financing, convertible into up to 2,826,667 ~~also~~shares ~~resigned~~of asCommon Stock at a ~~member~~fixed ofconversion ~~the~~rate ~~compensation~~of ~~committee~~$0.30 Mrper share. ~~Francis~~Additionally ~~had~~in nothe ~~disagreement~~February ~~with~~20 Form 8-K, the Company onannounced the ~~any~~entry ~~matter~~into ~~relating~~Loan toAgreements ~~its operations~~on February 18, ~~policies~~2025 orand ~~practices.~~the ~~The~~closing ~~Company~~on isFebruary ~~grateful~~20, ~~for~~2025 of an additional $250,000 ~~and~~in ~~appreciative~~debt financing evidenced by Notes in the aggregate principal amount of $250,000, ~~Mr.~~convertible ~~Francis’~~into ~~service~~up asto ~~a director~~833,333 asshares ~~well as~~of ~~his~~Common ~~serving~~Stock onat ~~the~~a ~~compensation~~fixed ~~committee~~conversion rate of $0.30 per share.

~~Appointment~~As of ~~New~~August ~~Director~~9, 2025, holders of all of the Notes issued in February 2025, representing an aggregate principal amount of $1,098,000 of debt issued pursuant to ~~Fill~~the aLoan ~~Vacancy~~Agreements as disclosed in the February 12 Form 8-K and February 20 Form 8-K (collectively, the “February 2025 Forms 8-K”), converted their Notes into an aggregate of 3,660,000 shares of Common Stock pursuant to the terms of the fixed conversion rate set forth in the Notes as described in the February 2025 Forms 8-K.

~~Effective~~Item May 8, 2025, Jonathan Beigle, age 42, was appointed and elected a director by the unanimous vote of the members of the board of directors (“Board”) of the Company to fill the vacancy created by the resignation of Mr1. ~~Francis, to serve until the next annual meeting and until his successor is duly elected and qualified~~02. ~~Mr.~~Termination ~~Beigle was also appointed to serve on the Company’s Audit Committee. Mr. Beigle is a senior executive with more than 20 years~~ of experience working in various leadership roles across the metals and mining industry. Since 2020, Mr. Beigle has served as director, president and chief executive officer of Ridgeline Royalties Incorporated (“Ridgeline”), a ~~leading~~Material ~~source~~Definitive ~~of royalty and stream financing for miners that supply the clean energy marketplace~~Agreement. Prior to founding Ridgeline, Mr. Beigle was a part of Newmont Corporation’s (NYSE: NEM) award-winning investor relations team from 2018 through 2020. From 2004 until 2016, Mr. Beigle was a mining analyst at Manning & Napier Advisors, an institutional investment firm in Fairport, NY. Mr. Beigle’s past board experience includes service on the board of directors (2020-2024) of the Rocky Mountain Chapter of the National Investor Relations Institute and as a member of the Finance Strategic Committee (2018-2021) for the Society for Mining, Metallurgy and Exploration. Mr. Beigle has a Master of Science degree in mining engineering and management from the South Dakota School of Mines and a Bachelor of Science degree in business with a specialization in finance from Liberty University. Mr. Beigle is a CFA® charterholder. The Company believes that Mr. Beigle’s extensive business experience in the metals and mining industry qualifies him to serve on the Board.

ItThe isinformation ~~expected~~set ~~that~~forth ~~Mr.~~in ~~Beigle~~“Introductory ~~will~~Note” beand ~~entitled~~Item ~~to customary compensation~~8.01 ~~for~~of ~~serving~~this asReport ais ~~Board~~incorporated ~~member~~herewith ~~(and~~by ~~audit committee member) consistent with the current compensation practices of the Board~~reference.

Item 93.0102. ~~Financial~~Unregistered ~~Statements~~Sales ~~and~~of ~~Exhibits~~Equity Securities.

The February 2025 Forms 8-K previously reported the issuance of the Notes in the aggregate principal amount of $1,098,000, convertible into an aggregate of 3,660,000 shares of Common Stock, and such February 2025 Forms 8-K stated that the issuance of the Notes was, and the issuance of the underlying 3,660,000 shares of Common Stock would be, issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (d“Securities Act”), pursuant ~~Exhibits~~to Section 4(a)(2) thereof, to fifteen “accredited investors” as defined in Rule 501 of Regulation D promulgated by the SEC without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. In fact, the issuance of the 3,660,000 shares of Common Stock upon conversion of the Notes was issued in accordance therewith.

Exhibit Number		Description
99.1		Press Release dated May 9, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

On July 22, 2025, the Company issued an aggregate of 164,327 shares of Common Stock to its directors in lieu of cash directors’ fees. These shares of Common Stock were issued, in reliance on the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale.

~~SIGNATURE~~Item 8.01. Other Events.

~~Pursuant~~On February 20, 2025, pursuant to the ~~requirements~~closing of the ~~Securities~~$848,000 ~~Exchange~~of debt financing ~~Act~~in ofaccordance ~~1934,~~with the ~~registrant~~Loan ~~has~~Agreements ~~duly~~dated ~~caused~~February ~~this~~10, ~~Current~~2025, ~~Report~~the Company issued to bethirteen ~~signed~~accredited oninvestors ~~its~~Notes ~~behalf~~(i) in the byprincipal amount of $848,000, (ii) that did not bear interest, (iii) had a maturity date of August 10, 2025, and (iv) were convertible, at the ~~undersigned~~option ~~thereunto~~of ~~duly~~the ~~authorized~~holders, into shares of Common Stock at a conversion price of $0.30 per share for up to 2,826,667 shares of Common Stock.

	TEXAS MINERAL RESOURCES CORP.
Date: May 8, 2025	By:	/s/ Wm. Chris Mathers
		Name: Wm. Chris Mathers
		Title: Chief Financial Officer

On February 20, 2025, pursuant to the closing of the $250,000 of debt financing in accordance with the Loan Agreements dated February 18, 2025, the Company issued to two accredited investors Notes (i) in the principal amount of $250,000, (ii) that did not bear interest, (iii) had a maturity date of August 10, 2025, and (iv) were convertible, at the option of the holders, into shares of Common Stock at a conversion price of $0.30 per share for up to 833,333 shares of Common Stock.

As of August 9, 2025, the Notes in an aggregate principal amount of $1,098,000 (comprising 100% of the Notes issued in February 2025 and disclosed in the February 2025 Forms 8-K) were converted by the holders into an aggregate of 3,660,000 shares of Common Stock pursuant to the terms of the fixed conversion rate in the Notes as described in the February 2025 Forms 8-K. Notes in the principal amount of $678,000 converted into Common Stock between August 6 and August 9, 2025, with the balance of the conversions being effected between July 28 and July 31, 2025.

As a result of the conversion of the Notes in the aggregate principal amount of $1,098,000 into an aggregate of 3,660,000 shares of Common Stock, these Notes have been extinguished in full. As previously disclosed in the February 2025 Forms 8-K, the purchasers of the Notes received, as additional consideration for entering into the Loan Agreements, five-year warrants to purchase an aggregate of up to 10,980,000 shares of Common Stock at a purchase price of $0.30 per share, provided that if the resale of the underlying shares of Common Stock may not be effected pursuant to an effective resale registration statement, the warrants provide for a net issuance exercise (“Warrants”). These Warrants remain outstanding.

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: August 11, 2025	By:	/s/ Wm. Chris Mathers
		Name: Wm. Chris Mathers
		Title: Chief Financial Officer

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