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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Texas Mineral Resources Corp. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
882672108 (CUSIP Number) |
Bernard Masters 4801 N. Butler Ave., Suite 12000 Farmington, CO, 87401 505-787-9299 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/28/2025 (Date of Event Which Requires Filing of This Statement) |
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).
SCHEDULE 13D
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| CUSIP No. | 882672108 |
| 1 |
Name of reporting person
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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,361,883.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Navajo Transitional Energy Company, LLC is a limited liability company formed under the laws of the Navajo Nation.
SCHEDULE 13D
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| CUSIP No. | 882672108 |
| 1 |
Name of reporting person
Lund LaVern K | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,537,968.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 882672108 |
| 1 |
Name of reporting person
Denetclaw Peter Jr. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,525,172.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Texas Mineral Resources Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
527 21st Street, #44, Galveston,
TEXAS
, 77550. | |
Item 1 Comment:
This Amendment No. 4 (Amendment No. 4") amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission ("SEC") on August 13, 2019 (the "Original Schedule 13D") as amended by Amendment No. 1 filed on filed on January 30, 2025, by Amendment No. 2 filed on February 3, 2025, and by Amendment No.3 filed on October 22, 2025, with respect to the Common Stock, par value $0.01 (the "Common Stock") of Texas Mineral Resources Corp., a Delaware corporation (the "Issuer"). The Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3 is referred to herein as the "Amended Schedule 13D", and the Amended Schedule 13D, as amended by this Amendment No. 4, is referred to herein as the "Schedule 13D/A. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Amended Schedule 13D. This Amendment No. 4 amends Item 5 as set forth below. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The first two sentences of Item 5(a) are hereby amended and restated to read as follows:(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D/A relates to is 9,701,257 shares of Common Stock, constituting approximately 12% of the currently outstanding Common Stock of the Issuer. The aggregate number of and percentage of shares of Common Stock reported herein are based upon the 81,335,813 shares of Common Stock outstanding as of November 25, 2025, as reported in the Annual Report of the Issuer on Form 10-K for the fiscal year ended August 31, 2025. | |
| (b) | Item 5(b) is amended and restated in its entirety to read as follows: NTEC: As of the date hereof, NTEC may be deemed to be the beneficial owner of 9,361,883 shares of Common Stock, equal to 11.5% of the outstanding Common Stock, as follows: i) Sole power to vote or direct the vote: 0 ii) Shared power to vote or direct the vote: 9,361,883 shares iii) Sole power to dispose or direct the disposition: 0 iv) Shared power to dispose or direct the disposition: 9,361,883 shares LaVern K. Lund: As of the date hereof, Mr. Lund may be deemed to be the beneficial owner of 9,537,968 shares of Common Stock, equal to 11.7% of the outstanding Common Stock, as follows: i) Sole power to vote or direct the vote: 176,085 shares ii) Shared power to vote or direct the vote: 9,361,883 shares iii) Sole power to dispose or direct the disposition: 176,085 shares iv) Shared power to dispose or direct the disposition: 9,361,883 shares Peter Denetclaw, Jr.: As of the date hereof, Mr. Denetclaw may be deemed to be the beneficial owner of 9,525,172 shares of Common Stock, equal to 11.7% of the outstanding Common Stock, as follows: i) Sole power to vote or direct the vote: 163,289 shares ii) Shared power to vote or direct the vote: 9,361,883 shares iii) Sole power to dispose or direct the disposition: 163,289 shares iv) Shared power to dispose or direct the disposition: 9,361,883 shares | |
| (c) | Item 5(c) is amended and restated in its entirety to read as follows: Navajo Transitional Energy Company, LLC sold 750,000 shares of Common Stock in open market brokerage transactions in three transactions as follows: i. On October 28, 2025, 69,631 shares of Common Stock at a selling price of $1.3080 per share; ii. On October 29, 2025, 315,369 shares of Common Stock at a selling price of $1.1310 per share; iii. On October 30, 2025 365,000 shares of Common Stock at a selling price of $1.0385 per share; No other transactions in shares of Common Stock were purchased or sold by NTEC, Mr. Lund, or Mr. Denetclaw during the past 60 days. | |
| SIGNATURE | |
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.
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