{"url_path":"/sec/tmrc/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1445942/0001999371-26-013924-index.html","accession_number":"0001999371-26-013924","cik":"0001445942","ticker":"TMRC","issuer_name":"Texas Mineral Resources Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1445942/0001999371-26-013924-index.html","primary_entity_key":"0001445942","primary_entity_name":"Texas Mineral Resources Corp."},"word_count":1145,"has_tables":true,"body_markdown":"**Item 1A. Risk Factors**\n\n \n\nAs of the date of this Quarterly Report, other\nthan as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, of the Annual Report on\nForm 10-K filed with the SEC on November 28, 2025. We may disclose changes to such factors or disclose additional factors from time to\ntime in our future filings with the SEC. This Quarterly Report should be read in conjunction with the risk factors disclosed in our Annual\nReport and other reports we file with, or furnish to, the SEC. Additional risk factors not presently known to us or that we currently\ndeem immaterial may also impair our business or results of operations.\n\n \n\n**Because the market price of USAR common\nstock will fluctuate, the Company’s stockholders cannot be sure of the trading price of the merger consideration they will receive\nas result of the Transaction.**\n\n \n\nIn the Transaction, each share of Company common\nstock that is issued and outstanding immediately prior to the effective time of the First Merger shall automatically be cancelled and\ncease to exist in exchange for the right to receive a fraction of a newly issued share of USAR common stock equal to the total number\nof shares of Company common stock outstanding on the Closing, divided by the 3,823,328 shares of USAR common stock being issued in the\nTransaction. This exchange ratio is fixed and will not be adjusted for changes in the market price of either USAR common stock or the\nCompany common stock. Changes in the price of USAR common stock between now and the time of the Transaction will affect the value that\nour stockholders will receive in the Transaction. Neither we nor USAR is permitted to terminate the Merger Agreement as a result of any\nincrease or decrease in the market price of USAR common stock or Company common stock.\n\n \n\nStock price changes may result from a variety\nof factors, including general market and economic conditions, changes in USAR’s businesses, operations and prospects, and regulatory\nconsiderations, many of which are beyond our and USAR’s control. Therefore, at the time of the special meeting, our stockholders\nwill not know the market value of the consideration that our stockholders will receive at the effective time. You should obtain current\nmarket quotations for USAR common stock and for Company common stock.\n\n \n\n**The Transaction is subject to conditions,\nsome or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the Transaction in a timely\nmanner or at all could have adverse effects on us.**\n\n** **\n\nThe completion of the Transaction is subject to\na number of conditions, including, among others, (i) the authorization for listing on Nasdaq of the shares of USAR common stock to be\nissued in connection with the Transaction, (ii) the absence of any order or law prohibiting consummation of the Transaction, (iii) the\napproval of the Transaction by our stockholders, (iv) with respect to each party’s obligation to consummate the Transaction, the\nperformance by the other party of its respective obligations under the Merger Agreement in all material respects, and the accuracy of\nsuch other party’s representations and warranties in the Merger Agreement (subject to certain materiality qualifiers) and (v) no\n“material adverse effect” having occurred in respect of either party.\n\n \n\nUnder the Merger Agreement, either we or USAR\nmay terminate the Merger Agreement if the Transaction has not been completed by December 4, 2026 or by any later date to which the parties\nmay mutually agree. However, this right to terminate the Merger Agreement will not be available to any party that has breached its obligations\nunder the Merger Agreement and who’s action or failure to act has primarily caused or resulted in the failure of the Transaction\nto be consummated on or before that date.\n\n \n\nThere can be no assurance that the conditions\nto the completion of the Transaction will be satisfied or waived or that the Transaction will be completed. The failure to satisfy all\nof the required conditions could delay the completion of the Transaction for a significant period of time or prevent it from occurring\nat all. If the Transaction is not completed, or if there are significant delays in completing the Transaction, the trading price of our\ncommon stock and our future business and financial results could be negatively affected, and we may be subject to several risks, including\nthe following::\n\n \n\n \n●\nwe may experience negative reactions from the financial markets, including negative impacts on the market price of Company common stock;\n\n \n\n \n●\nthe manner in which industry contacts, business partners and other parties perceive us may be negatively impacted, which in turn could affect our operations or our ability to compete for new business or obtain renewals in the marketplace more broadly;\n\n \n\n \n●\nwe may be required, under certain circumstances, to pay USAR a termination fee of $3,250,000 under the Merger Agreement;\n\n \n\n \n●\nwe will be required to pay certain costs relating to the Transaction, whether or not the Transaction is completed, such as legal, accounting, financial advisor and printing fees;\n\n \n\n 25 \n\n \n\n \n\n \n●\nunder the Merger Agreement, we are subject to certain restrictions on the conduct of business prior to completion of the Transaction, which may adversely affect our ability to execute certain of its business strategies; and\n\n \n\n \n●\nmatters relating to the Transaction may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have been beneficial to us as an independent company.\n\n \n\nWe also could be subject to litigation related\nto any failure to complete the Transaction or to enforcement proceedings commenced against us to perform obligations under the Merger\nAgreement. If the Transaction is not completed, we cannot assure our stockholders that the risks described above will not materialize\nand will not materially affect the business and financial results of the Company.\n\n \n\n**We may become subject to lawsuits relating\nto the Transaction, which could adversely affect our business, financial condition and operating results.**\n\n \n\nWe and/or our respective directors and officers\nmay become subject to lawsuits relating to the Transaction. Such litigation is very common in connection with acquisitions of public companies,\nregardless of the merits of the underlying acquisition. While we will evaluate and defend against any actions vigorously, the costs of\nthe defense of such lawsuits and other effects of such litigation could have an adverse effect on our business, financial condition and\noperating results.\n\n \n\n**The Merger Agreement restricts us from pursuing\nalternatives to the Transaction.**\n\n \n\nThe Merger Agreement contains provisions that\nrestrict us from soliciting or entering into discussions with any third party regarding any competing proposal or offer for a competing\ntransaction. This could prevent us from pursuing an alternative transaction that you may prefer or that may be more lucrative to our stockholders."}