NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Texas Mineral Resources Corp. (the “Company”) was incorporated in the State of Nevada in 1970 as Standard Silver Corporation. In 2010, the Company changed its name from “Standard Silver Corporation” to “Texas Rare Earth Resources Corp”. In 2012, the Company changed its state of incorporation from Nevada to Delaware under a plan of conversion dated August 24, 2012. In 2016, the Company changed its name to Texas Mineral Resources Corp.
The Company is a mining company engaged in the business of the acquisition and development of mineral properties. The Company holds two nineteen-year leases, executed in August 2010 and November of 2011, to explore and develop a 950-acre rare earths project located in Hudspeth County, Texas known as the Round Top Project. The Company is not currently evaluating any additional prospects, and its focus is on the development of the Round Top rare earth prospect.
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES
Exploration-Stage Company
Since January 1, 2009, the Company has been classified as an “exploration stage” company for purposes of Industry Guide 7 of the U.S. Securities and Exchange Commission (“SEC”). Under Industry Guide 7, 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 Industry Guide 7. 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 Industry Guide 7.
Basis of Presentation
The Company’s financial records are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
COVID-19 Risks and Uncertainties
In March 2020, the World Health Organization declared the novel strain of coronavirus, COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. Although COVID-19 has not had a significant impact on the Company’s operating results in fiscal year 2020, management continues to monitor its impact. The Company is unable to predict the future impact that COVID-19 will have on its future financial position and operating results due to numerous uncertainties, including the duration and severity of the outbreak.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents currently consist only of demand deposits at commercial banks. The Company maintains cash and cash equivalents at banks selected by management based upon their assessment of the financial stability of the institution. Balances periodically exceed the federal depository insurance limit; however, the Company has not experienced any losses on deposits.
Property and Equipment
Property and equipment consist primarily of vehicles, furniture and equipment, and are recorded at cost. Expenditures related to acquiring or extending the useful life of property and equipment are capitalized. Expenditures for repair and maintenance are charged to operations as incurred. Depreciation is computed using the straight-line method over an estimated useful life of 3-20 years.
Lease Deposits
From time to time, the Company makes deposits in anticipation of executing leases. The deposits are capitalized upon execution of the applicable agreements.
F-6
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Long-lived Assets
The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 360”), Property, Plant and Equipment. The Company’s assets susceptible to impairment analysis are the mineral properties described in Note 5.
Revenue Recognition
The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of ASC 606, and accordingly, revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Mineral Exploration and Development Costs
All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets.
Share-based Payments
The Company estimates the fair value of share-based compensation using the Black-Scholes valuation model, in accordance with the provisions of ASC 718, Stock Compensation. Key inputs and assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, market price of the underlying common stock, volatility of the common stock, risk-free rate, and dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the option holders, and subsequent events are not indicative of the reasonableness of the original estimates of fair value.
Income Taxes
Income taxes are computed using the asset and liability method, in accordance with ASC 740, Income Taxes. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Basic and Diluted Loss Per Share
The Company computes loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share on the face of the Statements of Operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period, including stock options and warrants using the treasury method. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
F-7
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Fair Value Measurements
The Company accounts for assets and liabilities measured at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified with Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).The three levels of inputs used to measure fair value are as follows:
·Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
·Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
·Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities and note payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.
Joint Venture Arrangements
The accounting for the Company’s involvement in joint venture arrangements is determined by the amount of influence the Company exercises over the operations of the joint venture. The amount of influence the Company exercises depends on an evaluation of the Company’s representation on the joint venture’s board and ownership level. Joint ventures in which the Company holds a greater than 50% voting interest, are generally consolidated. Joint ventures that are not consolidated, but over which the Company exercises significant influence, which is generally those in which the Company’s interest is between 20% to 50%, are accounted for under the equity method of accounting. Under the equity method of accounting, the Company’s share of the earnings or losses of a joint venture is reflected in a single line item in the statements of operations. The Company’s carrying value in an equity method investment is reflected in a single line item in the Company’s balance sheets. Investments in joint ventures in which the Company does not exercise significant influence, generally those in which the Company owns less than a 20% interest, are accounted for at fair value, except for non-public joint ventures without readily determinable fair values. Investments in non-public joint ventures without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the joint venture.
Recent Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, modifies and adds disclosure requirements for fair value measurements. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the effects of this ASU on its financial statements and related disclosures.
F-8
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes the guidance in former ASC 840, Leases. The new standard, as amended by subsequent ASUs on the Topic, requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. For the Company, this standard was effective for the annual and interim reporting periods beginning after September 1, 2019. Its adoption did not have a significant impact on its financial statements and related disclosures.
The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018. ASU 2018-10 provides certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 provides an optional transition method allowing entities to apply the new lease standard at the adoption date with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption (modified retrospective approach) as opposed to restating prior period financial statements. The Company elected to adopt the standard on September 1, 2019. Its adoption did not have a significant impact on its financial statements and related disclosures.
NOTE 3 – JOINT VENTURE ARRANGEMENTS
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, increasable to an 80% interest, in the Round Top Project from the Company by funding certain expenditures described below. The 2018 Option Agreement contained customary representations, warranties and covenants. In September 2018 and October 2018, the Company and Morzev entered into minor, non-substantive amendments to the 2018 Option Agreement and, in connection with the agreement, Morzev purchased 646,054 shares of Company Common Stock for $140,000 in November 2018. Morzev began engaging in business as USA Rare Earth and in May 2019 notified the Company that it was nominating USA Rare Earth , LLC (“USARE”) as the optionee under the terms of the 2018 Option Agreement. In August 2019, the Company and USARE entered into an amended and restated option agreement as further amended on June 29, 2020 (the “2019 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 the Round Top Project from the Company by funding certain expenditures described below. The 2019 Option Agreement has substantially similar terms to the 2018 Option Agreement except that that 2019 Option Agreement acknowledges the investment by USA Rare Earth into the Company and recognized a broader range of expenditures advancing the Round Top Project as contributing to the total $10,000,000 earn-in commitment for the initial 70% interest. The agreement contained customary representations, warranties and covenants. In order to acquire and earn the 70% interest in the Round Top Project, USA Rare Earth must perform and complete the following:
·commit to expend a total of $2,500,000 for mining operations (as described below) on the Round Top Project prior to December 13, 2020 (inclusive of the $140,000 Morzev 2018 stock purchase) which was achieved by expenditure commitments USARE made on December 10, 2019; and
F-9
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 3 – JOINT VENTURE ARRANGEMENTS (CONTINUED)
·expend amounts for mining operations on the Round Top Project, up to a maximum of $10,000,000 (including the $2,500,000 referred to above), which mining operations include: (i) the work of de-risking Round Top (including specifically optimizing the leaching cycle and determining final leach pad design, undertaking the pilot plant, and developing the process and procedure to separate and purify other economically important elements from the primary leach solution including but not limited to lithium, aluminum sulfate, hafnium and other fertilizer and industrial products); (ii) property maintenance; (iii) process development solar evaporation; (iv) chemical processing; (v) baseline studies; (vi) engineering; (vii) assessment, geophysical, geochemical and geological surveys; (viii) studies and mapping; (ix) investigating, drilling, assaying, prospecting, designing, examining, equipping, improving, surveying, shaft-sinking, raising, cross-cutting and drifting, searching for, digging, trucking, sampling, working and procuring minerals, ores and metals; (x) surveying and bringing any mining claims to lease or patent; (xi) reclaiming and all other work usually considered to be prospecting, exploration, development, mining and reclamation work; (xii) paying wages and salaries of workers engaged in the work and in supplying food, lodging, transportation and other reasonable needs of the workers; (xiii) paying assessments or premiums for workers’ compensation insurance, contributions for unemployment insurance or other pay allowances or benefits customarily paid in the district to those workers; (xiv) paying rentals, license renewal fees, taxes and other governmental charges required to keep the mineral interests comprising the Round Top Project in good standing; (xv) purchasing or renting plant, buildings, machinery, tools, appliances, equipment or supplies and in installing, erecting, detaching and removing them; and (xvi) mining, milling, concentrating, rehabilitation, reclamation, and environmental protections and in the management of any work which may be done on Round Top or in any other respect necessary for the due carrying out of the prospecting, exploration and development work or any other expenditure approved by the Operating Committee. USARE has the right to fund the balance of the $10,000,000 of mining operations expenditures into the Round Top Project at any time and, simultaneously with such funding, USARE will acquire a 70% interest in Round Top. As of the date of this Annual Report, USARE has funded an aggregate of $3,790,516 of the $10,000,000 commitment.
If and when USARE acquires the 70% interest in the Round Top Project, the Company’s interest in Round Top will immediately reduce to 30% and each party will be required to contribute to future expenditures with respect to Round Top in proportion to their ownership and all budgets and timelines to be determined and agreed by an operating committee established between the parties, consisting of 2 appointees of USARE and one appointee of the Company. Additionally, the failure of a party to fund its proportionate expenditure request shall result in dilution of any ownership interest.
USA Rare Earth shall have the option to acquire an additional 10% in the Round Top Project by:
·providing written notice to the Company at any time prior to the 180-day anniversary of the date of the completion of the bankable feasibility study; and
·paying to the Company $3,000,000.
The additional option is only effective if USARE earns a 70% interest in the Round Top Project.
USARE serves as the project manager of Round Top, with responsibility to manage, supervise, direct, and control the mining operation with respect to Round Top. Specifically, the project manager responsibilities include:
·arranging for and carrying out the mining operations at Round Top;
·making payments to maintain the mining interests and leases free of encumbrances and in good standing;
·maintaining insurance; and
·customary indemnification obligations in connection with its mining properties.
The parties have agreed not to transfer any rights under the 2019 Option Agreement, without consent of the other, providing each other with a customary right of first refusal, and the Company agreed to participate in a customary drag-along provision if USA Rare Earth sells its interest in the 2019 Option Agreement to an unrelated third party.
The 2019 Option Agreement can be terminated by the Company if USA Rare Earth fails to timely pay for mining operation expenditures as set forth in the 2019 Option Agreement.
F-10
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 4 – PROPERTY AND EQUIPMENT, NET
Property and equipment consist of office furniture, equipment and vehicles. Property and equipment are depreciated using the straight-line method over their estimated useful life of 3-20 years. Following is an analysis of property and equipment at August 31, 2020 and 2019:
|
|
2020
|
|
2019
|
Furniture and office equipment
|
$
|
75,606
|
$
|
75,606
|
Vehicles
|
|
89,185
|
|
89,185
|
Computers and software
|
|
48,711
|
|
48,711
|
Field equipment
|
|
71,396
|
|
71,396
|
|
|
|
|
|
Total cost basis
|
|
284,898
|
|
284,898
|
Less: Accumulated depreciation
|
|
(284,898)
|
|
(284,898)
|
|
|
|
|
|
Property and equipment, net
|
$
|
-
|
$
|
-
|
|
|
|
|
|
Depreciation expense for the years ending August 31, 2020 and 2019 was $-0-.
NOTE 5 – 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 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the Texas General Land Office gives the Company the right to explore, produce, develop, mine, extract, mill, remove, and market beryllium, uranium, rare earth elements, all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years so long as minerals are produced in paying quantities.
Under the terms of the lease, the Company will pay the State of Texas a total lease bonus of $142,518. The Company paid $44,718 upon the execution of the lease, and will pay the remaining $97,800 upon submission of a supplemental plan of operations to conduct mining. Upon sale of any minerals removed from Round Top, the Company will pay the State of Texas a $500,000 minimum advance royalty. Thereafter, if paying quantities of minerals are obtained, the Company will pay the State of Texas a production royalty equal to eight percent (8%) of the market value of uranium and other fissionable materials removed and sold from Round Top and six and one quarter percent (6 1/4%) of the market value of all other minerals removed and sold. If paying quantities have not been obtained, the Company may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule:
|
|
Per Acre
Amount
|
|
Total
Amount
|
September 2, 2020 – 2024
|
$
|
150
|
$
|
134,155
|
September 2, 2025 – 2029
|
|
200
|
|
178,873
|
In August 2020, the Company paid a delay rental to the State of Texas in the amount of $134,155.
November 2011 Lease
On November 1, 2011, the Company executed a mining lease with the State of Texas covering approximately 90 acres of land that is adjacent to the August 2010 Lease. Under the lease, the Company paid the State of Texas a lease bonus of $20,700 upon the execution of the lease. Upon the sale of minerals removed from Round Top, the Company will pay the State of Texas a $50,000 minimum advance royalty.
F-11
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 5 – MINERAL PROPERTIES (CONTINUED)
Thereafter, if paying quantities of minerals are obtained, the Company will pay the State of Texas a production royalty equal to eight percent (8%) of the market value of uranium and other fissionable materials removed and sold from Round Top and six and one quarter percent (6 1/4%) of the market value of all other minerals. If paying quantities have not been obtained, the Company may pay additional delay rental fees to extend the term of the lease for successive one (1) year periods pursuant to the following schedule:
|
|
Per Acre
Amount
|
|
Total
Amount
|
November 1, 2020 – 2024
|
$
|
150
|
$
|
13,500
|
November 1, 2025 – 2029
|
|
200
|
|
18,000
|
In August 2020, the Company paid a delay rental to the State of Texas of $13,500.
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 $500,000 cash and 1,063,830 shares of common stock valued at $500,000. The Company also agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation efforts within the Rio Grande Basin, particularly Lake Amistad, a large and well-known fishing lake near Del Rio, Texas. The West Lease comprises approximately 54,990 acres. Most importantly, the purchase of the surface lease provides the Company unrestricted surface access for the potential development and mining of the Round Top Project.
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 5,670 acres over the mining lease and the additional acreage adequate to site all potential heap leaching and processing operations as currently anticipated by the Company. The Company may exercise the option for all or part of the option acreage at any time during the sixteen-year primary term of the mineral lease. The option can be maintained through annual payments of $10,000. The purchase price will be the appraised value of the surface at the time of option exercise. All annual payments have been made as of the date of this filing.
The ground water lease secures the right to develop the ground water within a 13,120-acre lease area located approximately 4 miles from the Round Top deposit. The lease area contains five existing water wells. It is anticipated that all potential water needs for the Round Top project mine operations would be satisfied by the existing wells covered by this water lease. This lease terms include an annual minimum production payment of $5,000 prior to production of water for the operation. After initiation of production the Company will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater. This lease remains in effect so long as the mineral lease is in effect. The minimum production payment for all fiscal years have been made as of the date of this filing.
NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at August 31, 2020 and 2019, consist of the following:
|
|
2020
|
|
2019
|
Accounts payable – trade
|
$
|
113,251
|
$
|
376,077
|
Accrued payroll and related expenses
|
|
382,853
|
|
731,011
|
Other
|
|
6,323
|
|
10,982
|
Total accounts payable and accrued liabilities
|
$
|
502,427
|
$
|
1,118,070
|
|
|
|
|
|
F-12
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (CONTINUED)
During the year ended August 31, 2019, the Company negotiated the settlement of $322,627 of accrued compensation due to officers, directors and employees through issuance of 2,084,073 shares of common stock. The Company recognized a loss on the settlement of $641,677 based on the difference between the $964,304 estimated fair value of the common stock issued at the date the settlements were negotiated and the recorded liability.
NOTE 7 – NOTES PAYABLE
In relation to the Foundation lease discussed in Note 5, the Company recorded a note payable for an amount for the initial $45,000 due upon signing of the lease and the nine (9) future payments due of $45,000 which was recorded at its present value discounted with an imputed interest rate of 5% for a total note payable of $364,852. At August 31, 2018, the Company was $135,000 behind on required payments and in order to obtain a waiver of its violation of the lease agreement and negotiate a settlement, in October 2018 the Company issued 500,000 shares with a fair value of $105,000 to the Rio Grande Foundation as consideration for not declaring the Company in default on the note and in connection with settlement negotiations. In January 2019, the Company and the Rio Grande Foundation reached a settlement agreement pursuant to which the Company agreed to pay the three (3) past installments totaling $135,000 and two (2) future installments of $45,000 each, totaling $225,000. The Foundation also provided some relief to the Company by waiving two installments totaling $90,000. The outstanding balance is payable in one (1) payment of $10,000 upon signing the settlement agreement and sixteen (16) monthly installments of approximately $13,000 beginning March 1, 2019. During the year ended August 31, 2019, the Company made five monthly installments representing principal totaling $66,626. The payments were funded by advances from USARE as described below. Under ASC 470-50, the modification was accounted for as a modification of the note payable. During the year ended August 31, 2020, all remaining amounts due under the loan established under the lease agreement were paid.
Related Party Notes Payable and Advances
The Company had notes payable to directors totaling $421,415 at August 31, 2018. The notes payable were due March 1, 2017, were non-interest bearing, and unsecured.
At various dates prior to 2019 the Company received proceeds of $415,365 under uncollateralized, non-interest-bearing notes payable to various directors. In July 2019, the Company amended these notes payable to extend their term and included a conversion option allowing the holders to convert the outstanding principal at a conversion price of $0.20 per share. As additional consideration for the loan extensions, the Company issued in total 832,830 common stock purchase warrants. The warrants had an exercise price of $0.20 and term of five years. The warrants were determined to have a fair value of $268,621 at the date of grant based on use of the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value were as follows: (i) risk-free interest rate of 1.880% (ii) estimated volatility of 91% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years.
The Company’s analysis concluded that the added conversion option was substantive, as defined in ASC 470, and the debt modification required extinguishment accounting. The new debt instrument was recorded at its fair value which was determined to be the value of the common stock on the modification date multiplied by the number of shares issuable upon conversion, or $868,433. In addition, the $268,621 fair value of the warrants was included in the extinguishment transaction resulting in a loss on extinguishment of $721,689. Upon conversion of the notes, the Company issued at total 2,076,825 common shares and 832,830 warrants to six directors. The following summarizes warrants issued with the modification of the debt and common stock issued upon conversion, by director:
|
|
Original Debt
|
|
Common
|
|
Warrants
|
|
Warrant
|
|
|
Amount
|
|
Shares Issued
|
|
Issued
|
|
Fair Value
|
Director
|
$
|
3,000
|
|
15,000
|
|
6,000
|
$
|
1,919
|
Director
|
|
165,500
|
|
827,500
|
|
333,000
|
|
107,627
|
Director
|
|
5,000
|
|
25,000
|
|
10,000
|
|
4,155
|
Director
|
|
1,000
|
|
5,000
|
|
2,000
|
|
831
|
Director
|
|
89,625
|
|
448,125
|
|
179,250
|
|
57,336
|
Director
|
|
151,240
|
|
756,200
|
|
302,580
|
|
96,753
|
Total converted
|
$
|
415,365
|
|
2,076,825
|
|
832,830
|
$
|
268,621
|
|
|
|
|
|
|
|
|
|
F-13
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 7 – NOTES PAYABLE (CONTINUED)
On January 12, 2017 the Company entered into loan agreements totaling $10,000 from an officer of the Company. The loans include a stated due date of July 12, 2017, are non-interest accruing, and unsecured. At origination, as additional consideration for the loans, the Company issued 20,000 common stock purchase warrants with an exercise price of $0.10 and term of five years. The loans were determined, based on the Black-Scholes option-pricing model, to have a relative fair value of $6,771 and the warrants a relative fair value of $3,229 at the date of issuance. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.87% (ii) estimated volatility of 240% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. The notes payable balance at August 31, 2019 was $4,000 and the notes were paid in full during the year ended August 31, 2020.
During the years ended August 31, 2020 and 2019, USARE, the Company’s joint venture partner, provided cash advances of $404,947 and $185,454, respectively, to pay certain deferred lease rental costs and amounts due under the Rio Grande Foundation note discussed above. These advances are uncollateralized and are non-interest-bearing.
At both August 31, 2020 and 2019, the Company had a $1,000 non-interest-bearing advance from a stockholder that is due upon demand.
NOTE 8 – INCOME TAXES
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“the Act”), which made significant changes to U.S. federal income tax law including, among other things, lowering corporate income tax rates, permitting bonus depreciation that allows for full expensing of qualified property and eliminating the expiration date for net operation losses incurred after its enactment.
The following table sets forth a reconciliation of the federal income tax benefit to the United States federal statutory rate of 21% for the years ended August 31, 2020 and 2019:
|
|
2020
|
|
2019
|
Income tax benefit at 21% statutory rate
|
$
|
239,574
|
$
|
500,088
|
Stock-based compensation
|
|
(72,181)
|
|
-
|
Non-deductible loss on extinguishment of debt
|
|
-
|
|
(151,555)
|
Non-deductible loss on settlement of accrued compensation
|
|
(12,548)
|
|
(315,014)
|
Other
|
|
-
|
|
11,831
|
Decrease (increase) in valuation allowance
|
|
(154,845)
|
|
(45,350)
|
|
$
|
-
|
$
|
-
|
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as a deferred tax asset and liability. Significant components of the deferred tax assets are set out below along with a valuation allowance to reduce the net deferred tax asset to zero.
Management has established a valuation allowance because, based on an analysis of the tax benefits underlying deferred tax assets, it is unable to establish that it is more-likely-than-not that a tax benefit will be realized. Significant components of deferred tax asset at August 31, 2020 and 2019 are as follows:
|
|
2020
|
|
2019
|
Net operating loss carryforward
|
$
|
3,238,098
|
$
|
3,126,016
|
Difference in property and equipment basis
|
|
2,191,659
|
|
2,187,841
|
Accrued liabilities
|
|
-
|
|
(38,945)
|
Less valuation allowance
|
|
(5,429,757)
|
|
(5,274,912)
|
Net deferred tax asset
|
$
|
-
|
$
|
-
|
As a result of a change in control effective in April 2007, net operating losses prior to that date may be partially or entirely unavailable under tax law, to offset future income and; accordingly, these net operating losses are excluded from deferred tax assets.
F-14
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 8 – INCOME TAXES (CONTINUED)
The net operating loss carryforward in the approximate amount of $14,886,000 will begin to expire in 2022. The Company files income tax returns in the United States and in one state jurisdiction. With few exceptions, the Company is no longer subject to United States federal income tax examinations for fiscal years ending before 2011 and no longer subject to state tax examinations for years before 2010.
We also records any financial statement recognition and disclosure requirements for uncertain tax positions taken or expected to be taken in a tax return. Financial statement recognition of the tax position is dependent on an assessment of a 50% or greater likelihood that the tax position will be sustained upon examination, based on the technical merits of the position. Any interest and penalties related to uncertain tax positions are recorded as interest expense. Management believes the Company has no uncertain tax positions at August 31, 2020 and 2019.
NOTE 9 – SHAREHOLDERS’ EQUITY
The Company’s authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 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.
Following is an analysis of common stock issuances during the years ended August 31, 2020 and 2019:
During the year ended August 31, 2020, the Company issued 800,000 shares of common stock to investors for total consideration of $280,000.
During the year ended August 31, 2020, the holder of 70,000 common stock options with an exercise price of $0.30 per share, exercised such options for total consideration of $21,000. In addition, a total of 3,420,000 common stock options were exercised on a cashless basis into 2,813,310 shares of common stock. The common stock options had exercise prices ranging from $0.19 to $0.45 per share.
During the year ended August 31, 2020, the holders of 5,550,000 common stock warrants with an exercise price of $0.35 per share, exercised such options for total consideration of $1,942,500. In addition, a total of 7,631,702 common stock warrants were exercised on a cashless basis into 5,653,067 shares of common stock. The common stock warrants had exercise prices ranging from $0.10 to $0.50 per share.
In October 2019, the Company issued 13,514 shares of common stock to a new Advisory Board Member and recognized compensation expense of $5,000 based on the $0.37 quoted market price of the common stock on the date of issuance.
In January 2020, the Company issued 130,892 shares of common stock issued to settle $45,000 in accrued compensation to an ex-employee. The common stock was valued at $111,335, based on the $0.85 quoted market price of the common stock on the date the settlement was reached. A loss on settlement of $66,335, representing the difference between the carrying amount of the liability and the fair value of the stock issued, was recognized as a result of this transaction.
In January 2020, the Company entered into three separate consulting agreements for total consideration of 699,999 shares of common stock (233,333 per agreement). The common stock underlying the agreements had a total value of $448,000, based on the $0.64 quoted market price of the common stock on the date the consulting agreements were reached. The right to receive the common stock is subject to ratable vesting over a 24-month period and at August 31, 2020, 233,333 shares had vested and 87,501 had been issued. The Company recognized $152,529 of compensation expense under these consulting agreements during the year ended August 31, 2020 and included the expense in general and administrative expenses. The consultants have requested that the Company hold the remaining shares issuable under the consulting agreements in trust to allow the consultants to request their shares as they vest.
F-15
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 9 – SHAREHOLDERS’ EQUITY (CONTINUED)
During the year ended August 31, 2019, the Company issued 5,757,680 shares of common stock to investors for total consideration of $1,971,785, including cost of capital in the amount of $8,400 and 598,666 shares of common stock.
During the year ended August 31, 2019, the Company received proceeds of $35,317 and issued 100,907 shares of common stock upon the exercise of common stock warrants. In addition, 122,811 shares of common stock were issued upon a cashless exercise of common stock warrants.
In October 2018, the Company issued 500,000 shares of common stock valued at $105,000 to the director of the Rio Grande Foundation as consideration for not placing the Company in default of the note payable to the Foundation and in connection with settlement negotiations.
In June 2019, the Company issued 22,500 shares of common stock valued at $11,500 for website services.
In August 2019, the Company issued 2,084,073 shares of common stock to its directors for director’s fees in arrears and recognized a loss on settlement of accrued liabilities in the amount of $641,677.
In August 2019, the Company issued 2,076,825 shares of common stock to certain directors upon conversion of notes payable.
Options
The following table sets forth certain information as of August 31, 2020 and 2019 concerning common stock that may be issued upon the exercise of options not covered by the Amended 2008 plan and pursuant to purchases of stock under the Amended 2008 Plan (All options are fully vested and exercisable at August 31, 2020 and 2019):
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Weighted
|
|
Remaining
|
|
|
|
|
|
Average
|
|
Contractual
|
|
Aggregate
|
|
Shares
|
|
Exercise
Price
|
|
Life
(In Years)
|
|
Intrinsic
Value
|
Outstanding, vested and exercisable at August 31, 2018
|
3,920,000
|
$
|
0.32
|
|
-
|
|
-
|
Options granted
|
2,130,000
|
|
0.21
|
|
-
|
|
-
|
Options exercised
|
-
|
|
-
|
|
-
|
|
-
|
Options cancelled/forfeited/expired
|
340,000
|
|
0.41
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Outstanding, vested and exercisable at August 31, 2019
|
5,710,000
|
|
0.28
|
|
5.41
|
$
|
571,000
|
Options granted
|
43,500
|
|
0.6
|
|
-
|
|
-
|
Options exercised
|
3,490,000
|
|
0.25
|
|
-
|
|
-
|
Options cancelled/forfeited/expired
|
500,000
|
|
0.23
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Outstanding, vested and exercisable at August 31, 2020
|
1,763,500
|
$
|
0.35
|
|
3.45
|
$
|
2,028,025
|
|
|
|
|
|
|
|
|
Amended 2008 Stock Option Plan
In September 2008, the Board adopted the 2008 Stock Option Plan (the “2008 Plan”), which was approved by the Company’s shareholders and provided 2,000,000 shares available for grant. In 2011, 2012, and 2016, the Board adopted amendments to the 2008 Plan, approved by the shareholders, that increased the shares available for issuance under the 2008 Plan by a total of 7,000,000 shares. Accordingly, at August 31, 2020 and 2019, 9,000,000 shares were designated for issuance under the 2008 Plan, as amended. At August 31, 2020, a total of 7,750,000 shares of common stock remained available for future grants under the Amended 2008 Plan.
F-16
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 9 – SHAREHOLDERS’ EQUITY (CONTINUED)
During the year ended August 31, 2020, the Company granted a total of 43,500 stock options with a fair value of approximately $75,000 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 0.29% (ii) estimated volatility of 209.79% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years.
During the year ended August 31, 2019, the Company granted a total of 2,130,000 stock options with a fair value of approximately $524,000 on the date of grant. 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 2.5 to 2.9% (ii) estimated volatility of 84% (iii) dividend yield of 0.00% and (iv) expected life of all options of 5 years.
The total intrinsic value of options exercised during the years ended August 31, 2020 and 2019 was $4,895,000 and $0, respectively.
During the years ended August 31, 2020 and 2019, the Company recognized total stock-based compensation expenses of $74,857 and $535,767, respectively, for vesting options. There is no unrecognized compensation expense associated with options at August 31, 2020.
Warrants
Warrant activity for the years ended August 31, 2020 and 2019 was as follows:
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Weighted
|
|
Remaining
|
|
|
|
|
|
Average
|
|
Contractual
|
|
Aggregate
|
|
Shares
|
|
Exercise
Price
|
|
Life
(In Years)
|
|
Intrinsic
Value
|
Outstanding and exercisable at August 31, 2018
|
16,849,010
|
$
|
0.37
|
|
-
|
|
-
|
Warrants granted
|
832,830
|
|
0.2
|
|
-
|
|
-
|
Warrants exercised
|
(1,182,100)
|
|
0.35
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Outstanding and exercisable at August 31, 2019
|
16,499,740
|
|
0.36
|
|
1.16
|
$
|
3,501,332
|
Warrants exercised
|
(13,181,702)
|
|
0.34
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Outstanding and exercisable at August 31, 2020
|
3,318,038
|
$
|
0.4
|
|
0.28
|
$
|
3,649,842
|
|
|
|
|
|
|
|
|
In December 2019, the Company extended the expiration date of the Class A and Class B warrants to December 7, 2020. At August 31, 2020, there are issued and outstanding Class A warrants to purchase an aggregate of 1,114,412 shares of Company common stock at an exercise price of $0.35 per share, and Class B warrants to purchase an aggregate of 1,128,626 shares of Company common stock at an exercise price of $0.50 per share.
During the year ended August 31, 2019, the Company granted a total of 832,830 common stock warrants with a fair value of approximately $269,000 on the date of grant. 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 2.5 to 2.9% (ii) estimated volatility of 84% (iii) dividend yield of 0.00% and (iv) expected life of all warrants of 5 years.
During the year ended August 31, 2019, the fair value of the warrants totaling $268,621 were treated as a component of a debt extinguishment transaction more fully described in Note 7 and included in loss on extinguishment of debt.
F-17
TEXAS MINERAL RESOURCES CORP.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2020 AND 2019
NOTE 10 – RELATED PARTY TRANSACTIONS
In July 2019, as additional consideration for the related party notes payable, the Company issued in total 832,830 common stock purchase warrants. The warrants have an exercise price of $0.40 and term of five years. The warrants have a fair value of $268,621 at the date of issuance determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.880% (ii) estimated volatility of 91% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of five years. The $268,621 was recognized as loss on extinguishment of debt during the year ended August 31, 2019.
The Company issued 2,076,825 common shares to various directors upon conversion of $415,365 in notes payable on August 16, 2019.
Mr. Gorski, the Company’s chief executive officer, is paid $120,000 per year by USARE for serving as director of operations of the Round Top Project.
The Company issued 4,432,529 common shares to various directors upon conversion of plan options and warrants in June and July 2020.
NOTE 11 – SUBSEQUENT EVENTS
In October 2020, we issued 61,936 shares of common stock to our Directors for accrued Director fees earned in June through August 2020. These shares were valued at the closing price at the end of each month at a discount of 20%. The discounted price per share ranged from $1.26 - $1.52.
In September 2020, the Company received notice from the US Department of Energy that we were awarded a grant for the production of mixed rare earth oxides from coal-based resources. The performance for the base award is from October 1 through December 30, 2020. The total amount awarded under the grant is $1,041,500.
F-18