SCHEDULE: Texas Mineral Resources: Major Shareholder Plans Divestment

Navajo Transitional Energy Company and key individuals plan to divest their significant holdings in Texas Mineral Resources Corp. due to favorable market conditions.

Summary

• This filing is Amendment No. 3 to the Schedule 13D, updating previous filings from August 13, 2019, January 30, 2025, and February 3, 2025.
• Navajo Transitional Energy Company, LLC (NTEC), LaVern K. Lund, and Peter Denetclaw Jr. are the reporting persons.
• The reporting group collectively beneficially owns 10,451,257 shares of Texas Mineral Resources Corp. Common Stock, representing approximately 13% of the currently outstanding shares.
• The total outstanding Common Stock of the Issuer is 80,735,812 shares as of October 15, 2025.
• NTEC is pursuing plans to divest some or all of its investment in the Issuer when market conditions warrant such a transaction.
• Messrs. Lund and Denetclaw are similarly pursuing plans to divest some or all of their individual holdings of Common Stock.
• The decision to divest is in response to increasingly favorable market conditions.

Sentiment

Score: 4

Explanation: The intent of a major shareholder group to divest a significant portion of their holdings, while citing 'favorable market conditions,' could be interpreted negatively by the market due to potential selling pressure and uncertainty regarding the timing and impact of such a large sale.

Positives

• The reporting persons cite 'increasingly favorable market conditions' as a reason for pursuing divestment, suggesting a positive outlook on the market environment for selling.

Negatives

• The intent of a significant shareholder group (13% of outstanding shares) to divest could create an overhang on the stock, potentially leading to downward pressure on its price.
• The market may interpret a major shareholder's decision to sell as a lack of long-term conviction in the company's future prospects, regardless of the stated reason.

Risks

• The planned divestment of a substantial block of shares (13% of outstanding) could lead to significant stock price volatility.
• Market conditions may not remain favorable, potentially delaying or altering the divestment plans, which could prolong uncertainty for investors.
• The method and timing of divestment (e.g., open market sales, block trades) could impact the stock price differently, with large, unmanaged sales potentially causing sharp declines.

Future Outlook

The reporting persons, including Navajo Transitional Energy Company, LLC, LaVern K. Lund, and Peter Denetclaw Jr., intend to proceed with the divestment of some or all of their investment in Texas Mineral Resources Corp. when market conditions are deemed favorable and in accordance with applicable law.

Management Comments

• "NTEC is pursuing plans to proceed in the divestment of some or all of its investment in the Issuer when market conditions warrant such a transaction and in accordance with applicable law."
• "Messrs. Lund and Denetclaw are similarly pursuing plans to proceed in divesting of some or all of their individual holdings of Common Stock of the Issuer upon favorable market conditions at their sole discretion."

Industry Context

This announcement primarily reflects a strategic decision by a significant shareholder group to monetize their investment, rather than a direct reflection of broader industry trends. However, the mention of 'increasingly favorable market conditions' suggests a general positive sentiment regarding the market's ability to absorb a large block sale, which could be influenced by overall market liquidity or specific sector performance.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure and stock price volatility due to the planned divestment of a significant block of shares (13% of outstanding).
• Company (Texas Mineral Resources Corp.): Could face challenges in maintaining stock price stability if a large block of shares is sold, potentially impacting future capital raising efforts or market perception.

Next Steps

• Navajo Transitional Energy Company, LLC, LaVern K. Lund, and Peter Denetclaw Jr. will proceed with the divestment of their holdings in Texas Mineral Resources Corp. when market conditions are deemed favorable.

Key Dates

Recommendation

The announcement by a significant shareholder group, representing 13% of outstanding shares, to divest their holdings creates a substantial overhang on the stock. While the divestment is conditional on favorable market conditions, the potential for such a large block sale to hit the market is a strong negative catalyst. This could lead to significant downward pressure on the share price, making a 'sell' recommendation prudent for investors seeking to mitigate potential losses or reallocate capital.

Keywords

Texas Mineral Resources, TMRC, SEC filing, Schedule 13D, beneficial ownership, divestment, stock sale, Navajo Transitional Energy Company, NTEC, common stock