Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Texas Mineral Resources Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
882672108
(CUSIP Number)
Bernard Masters, General Counsel
Navajo Transitional Energy Company, LLC
4801 N. Butler Ave., Bldg 200
Dallas, Texas 75201
(801) 652-6596
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 1, 2019
(Date of Event which Requires Filing of this Statement)
This Schedule is filed pursuant to Rule 13d-1(d).
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Navajo Transitional Energy Company, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (see instructions)
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Navajo Nation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
10,111,883 shares of Common Stock
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
10,111,883 shares of common stock
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,111,883 shares of Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.66% (Based on, 46,686,252 shares of Common Stock outstanding as of
July 19, 2019 as reported in the Issuers periodic reports.)
14. TYPE OF REPORTING PERSON (see instructions)
OO limited liability company organized under the Navajo Nation Limited
Liability Company Act.
Item 1.Security and Issuer.
The name of the issuer is Texas Mineral Resources Corp. (TMRC).
The principal executive office of the Issuer is 516 South
Spring Avenue, Tyler, Texas 75702.
This Schedule 13D relates to the Common Stock of the Issuer.
Item 2.Identity and Background.
Navajo Transitional Energy Company, LLC (NTEC) is a limited liability
company formed under the Navajo Nation Limited Liability Company Act.
The sole member of NTEC is the Navajo Nation.
The principal business of NTEC is the creation and transmission of
energy. NTEC owns the Navajo Coal Mine and produces coal that
supplies the Four Corners Power Plant.
The principal office address of NTEC is 4801 N. Butler Avenue,
Building 200, Dallas, Texas 75201.
Item 3.Source or Amount of Funds or Other Consideration.
The source of the funds is NTECs working capital.
Item 4.Purpose of Transaction.
NTEC has purchased the Common Stock of the Issuer to establish an
ownership position in the Issuer as a joint venture participant
in a joint venture with USA Rare Earth, LLC, to develop the Round
Top Deposit, as described in the periodic reports of the Issuer
filed with the Securities and Exchange Commission.
NTEC also has membership interests in USA Rare Earth, LLC.
Item 5.Interest in Securities of the Issuer.
10,111,883 shares of Common Stock
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
NTEC and the Issuer are parties to a Subscription Agreement dated
August 1, 2019, providing that for so long as NTEC holds at least
2,555,813 shares of Common Stock, NTEC will have the right to
appoint two nominees to the board of directors of the Issuer.
Item 7.Material to Be Filed as Exhibits.
None
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: August 12, 2019
Navajo Transitional Energy Company, LLC
By: /s/ Bernard Masters
Bernard Masters, General Counsel