Texas Mineral Resources Corp.

Item 1A. Risk Factors

Except as set forth below, there have been no changes to the Companys risk factors previously reported in Part I, Item 1A, of the Annual Report on Form 10-K filed with the SEC on November 29, 2024.

We have limited liquidity which may impact our ability to continue our operations.

We do not have sufficient cashpital on hand to fund any portion of the Round Top Budget durepay our short-term, unsecured convertible debt in the pring our current fiscal year norcipal amount of $1,098,000 upon maturity on August 10, 2025. If we are unable to fund general and administrative expendituresrefinance this short-term debt into Company securities prior to maturity, either throughout our current fisc the holders optional year (we have sufficient capital to fund our estimated general and administrative expenconversion of the Notes into Company Common Stock or the holders optional exchange of the Notes into Company securities that may be issued in a subsequent financing that closes only through February  or before August 10, 2025). Therefore, we will nee, then the Company would be required to raiseobtain additional capitalfinancing to fund (i) our porrepay these short-term debt obligation of the Round Top Budget if we elect not to dilute our Round Top membership intes upon maturity in August 2025; the failure to timely repay these unsecured debt obligations upon maturity would rest and (ii) necessary general and administrative expenditures fult in a default. If, however, we are able to refinance this short-term indebtedness prior our current fiscal year. If to maturity through a conversion or an exchange, we elect to dilute our Rowill have sufficient cash on hand to fund Top membership interest (our estimated operating expenses through choice or as a result of December 31, 2025, assuming that the failure to raiseCompany will fund any cash capital), such event will result in thells for the Round Top Budget through dilution to our Round Top ng its membership interest. To date we have nots in Round Top (as opposed to a cash funding). Accordingly, the Company may be required to raised any a additional capital. If we ar to fund the repayment of the convertible not able es at maturity, of which there can be no assurance that the Company will be able to raise csuch capital to fund our estimated gener. As such, there is substantial and administrative expenses for the balance of our current fiscal year, we will likely need to curtail operationdoubt as to the Companys ability to continue as a going concern for a period of twelve months from the issuance date of these financial statements.

The most likely source of future financing presently available to us is through the sale of our securities. Any sale of our shares of Common Stock will result in dilution of equity ownership to existing stockholders. This means that if we sell shares of Common Stock, more shares will be outstanding and each existing stockholder will own a smaller percentage of the shares then outstanding. Moreover, the actual or perceived sale of additional shares of our Common Stock to raise capital could further depress the price of our Common Stock which could adversely impact our ability to raise capital, result in more dilution to be incurred by existing stockholders, and also negatively impact the dilution calculation with respect to our Round Top membership interest. Alternatively, we may rely on debt financing and assume debt obligations that require us to make substantial interest and capital payments. Also, we may issue or grant warrants or options in the future pursuant to which additional shares of Common Stock may be issued. Exercise of such warrants or options will result in dilution of equity ownership to our existing stockholders. We have no firm commitment with respect to obtaining debt or equity financing and, accordingly, we will be reliant upon a best efforts financing strategy. Accordingly, there is no assurance that we will be able to raise necessary capital, if any, to fund o(i) in cash (versus dilution to our pormembership interest) our portion of the Round Top Budget and , during the current fiscal year or in any future period, (ii) our general and administrative expenses duringsubsequent to December 31, 2025, (iii) the fiscal year endingrepayment of our $1,098,000 of short-term convertible debt obligations that mature in August 31, 2025, or (iv) the repayment of our $75,000 related party note payable that matures in December 2025,; the failure of which wcould likely cause us to curtail, discontinue or cease our operations.

21

There is no assurance that the Steeple Rock non-binding letter of intent will result in a definitive agreement or result in materialization of a possible mining venture.

There can be no assurance that entry into the non-binding letter of intent will result in a definitive agreement or, if a definitive agreement is reached, the potential project will proceed on the preliminary and general terms as currently contemplated. Legal, regulatory, business and financial diligence, along with the procurement of necessary capital to proceed with this potential project in an amount to be determined (of which there can be no assurance the necessary capital can be procured to proceed with this potential project), will need to be satisfactorily completed by the parties, as well as other customary conditions and approvals. As such, there can be no assurance that this possible mining venture will materialize.

27