Texas Mineral Resources Corp. Announces Significant Updates on Equity Securities Transactions and Warrant Exercises

Texas Mineral Resources Corp. (TMRC) has filed an important update with the SEC on February 23, 2026, detailing recent unregistered sales of equity securities and related warrant exercises. These transactions may have a meaningful impact on the company’s capital structure and could be of significant interest to both current and potential investors.

Key Points from the 8-K Filing

• Completion of Convertible Loan and Warrant Transaction:
  • In February 2025, TMRC entered into loan and securities purchase agreements with 15 accredited investors, raising an aggregate principal amount of \$1,098,000.
  • The notes issued were convertible into a total of 3,660,000 shares of common stock at a fixed conversion price of \$0.30 per share.
  • Investors also received five-year warrants to purchase up to 10,980,000 shares of common stock at an exercise price of \$0.30 per share.
• Conversion of Notes:
  • By August 11, 2025, the entire principal amount of \$1,098,000 was converted into common stock, removing this debt from the company’s balance sheet.
• Warrant Exercises and Share Issuances:
  • Between February 17 and February 23, 2026, holders of warrants exercised options for 8,880,000 shares on a cashless, net issuance basis, resulting in the issuance of 6,187,472 shares of common stock.
  • As of the filing date, no warrants from the February 2025 transaction remain outstanding, meaning the potential dilutive effect of these warrants has now been realized in the share count.
• Director Compensation in Equity:
  • On January 5, 2026, TMRC issued an aggregate of 111,729 shares of common stock to directors in lieu of cash fees, aligning board compensation further with shareholder interests.
• Regulatory Exemptions Utilized:
  • All these equity issuances were made relying on Section 4(a)(2) of the Securities Act and Regulation D, with shares issued to “accredited investors” and no general solicitation or advertising used.

Shareholder Impact and Price Sensitive Information

• Substantial Increase in Outstanding Shares:
  • The conversion of debt, exercise of warrants, and director compensation have together increased the company’s outstanding common stock by over 6.3 million shares in the last two months alone.
  • This increase in equity may have a dilutive effect on existing shareholders, but it also strengthens the company’s balance sheet by removing debt and aligning interests.
• Potential Price Sensitivity:
  • The elimination of all outstanding warrants from this transaction removes a potential overhang on the stock and could improve market sentiment about dilution risk going forward.
  • The use of cashless exercises suggests that warrant holders are confident in the company’s value proposition, as they chose to convert their derivative securities into equity ownership.

Summary for Investors

The completion of these equity transactions marks a significant milestone for Texas Mineral Resources Corp. The company has fully converted its convertible notes, issued all corresponding shares, and eliminated a large block of outstanding warrants. The increase in outstanding shares will have a dilutive impact, but it also reflects the confidence of investors and insiders in the company’s future. Investors should closely monitor future filings for additional updates on share structure, capital strategy, and operational progress, as these developments could affect TMRC’s share price and investment profile.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should perform their own due diligence and consult with qualified financial advisors before making any investment decisions. The author and publisher are not responsible for any losses incurred as a result of reliance on this information.

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