Texas Rare Earth Resources Corp. (Form: 8-K, Received: 11/30/2015 17:00:48)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: October 18, 2015

(Date of earliest event reported)

Texas Rare Earth Resources Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-53482

(Commission File Number)

87-0294969

(IRS Employer Identification No.)

539 El Paso Street

Sierra Blanca, TX

(Address of principal executive offices)

79851

(Zip Code)

Registrant’s telephone number, including area code: (915) 369-2133

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Definitive Material Agreement

On October 18, 2015, Texas Rare Earth Resources Corp. (“TRER”) entered into an amendment agreement (the “Amendment”), effective August 27, 2015, with K-Technologies, Inc. (“K-Tech”), regarding certain amendments to the limited liability company agreement (the “Agreement”) for Reetech, LLC (“Reetech”), TRER’s joint-venture with K-Tech for the purposes of developing, refining and marketing K-Tech’s Continuous Ion Exchange (“CIX”) and Continuous Ion Chromatography (“CIC”) technology as it applies to the extraction of rare earth elements from native ores and other related products of value (the “Technology”). Concurrently with the execution of the Amendment, TRER, K-Tech and Reetech entered into amendments to the two licenses which are referenced in the Agreement, one between K-Tech and Reetech, licensing the Technology to Reetech (the “Amended Reetech License”), and one between Reetech and TRER, regarding the future licensing of the Technology to TRER (the “Amended TRER License”).

Pursuant to the Amendment, K-Tech has agreed to amend the Agreement to change the conditions upon which TRER may earn its 49.9% membership percentage interest in Reetech through special capital contributions. Principally, before the Amendment, TRER could only earn additional membership percentage interests through cash expenditures to advance the development of the Technology upon the occurrence of certain milestones as set forth in the Agreement. The Amendment provides that TRER may now earn additional membership percentage interests in Reetech, up to the maximum percentage interest of 49.9%, through both (i) the cash contributions towards development of the Technology upon the occurrence of certain development milestones (same as in the Agreement prior to Amendment) and (ii) by TRER being the procuring cause of third-party business for Reetech, in which case TRER will be credited with capital contributions on a dollar-for-dollar basis for the revenue generated by such third-party business. To be the “procuring cause” of business, Reetech and the third-party business client must have been brought together and the third-party business client must have become a client of Reetech as the result of the continuous efforts of TRER. Upon the receipt of either (i) any additional cash contribution from TRER upon reaching each milestone or (ii) revenue generated from third-party businesses of which TRER was the procuring cause, Reetech shall automatically adjust the units of Reetech owned by TRER by amending Schedule A of the Agreement such that TRER owns a percentage ownership in the units that is calculated as the sum of the amounts of (i) capital contributed to Reetech to that point by TRER, and (ii) revenue generated from third-party business procured by TRER, up to a maximum aggregate total of $7.0 million, divided by $7.0 million and then multiplied by 0.499. TRER continues to have no obligation to make any additional cash contributions to Reetech pursuant to the Agreement if Phase 1 milestones as set forth in the Agreement are not met to TRER’s satisfaction.

In consideration of the expansion of TRER’s right to earn additional membership percentage interests in Reetech, TRER and K-Tech have further amended the Agreement to provide the following:

●

Whereas the Agreement currently contemplates that the three managers of Reetech shall be appointed one by K-Tech, one by TRER and one by mutual agreement, the Amendment provides that until such time as TRER has been credited with the cumulative contribution to Reetech of either (i) $2.0 million in capital contributions made by TRER, (ii) $3.5 million in collected revenue from third-party business clients of which TRER was the procuring cause (as defined in the Amendment), or (iii) a combination of (i) and (ii) that total $3.5 million, one manager shall be appointed by TRER and the remaining two managers shall be appointed by K-Tech. Following such contribution conditions being met, the Agreement will revert back to its original manager appointment provisions.

●	The Agreement has been amended to provide that until such time as TRER shall have earned its 49.9% interest in Reetech, K-Tech shall supervise the business of Reetech and K-Tech shall be the sole recipient of any profits realized from the business of Reetech.

●

The Agreement has been amended to add a definition of “Rare Earths”, define “Third-Party JV Business” as business conducted for Reetech for or on behalf of a person or entity that is not K-Tech or TRER, and change the definition of “Field of Use” and “JV Business” relating to the agreed business scope of Reetech to be limited to: the primary extraction/impurity rejection; group separation of Rare Earths; and further

separation and purification for the production of individual purified Rare Earths or mixed purified Rare Earths oxides or carbonates, as well as other products of value, including but not limited to any type of species of value derived from Rare Earths mining and/or beneficiation operations that are generally subjected to acid, alkali, or alkaline leaching.

The Amended Reetech license contains amendments to the license from K-Tech to Reetech to add the new and amended definitions contained in the Amendment to the Agreement of “Rare Earths” and “Field of Use” and add a definition for “Outside the Field of Use”.

The Amended TRER license also contains amendments to the license from Reetech to TRER to add the new and amended definitions contained in the Amendment to the Agreement of “Rare Earths” and “Field of Use” and add a definition for “Outside the Field of Use”. Additionally, the Amended TRER license amends the one-time license fee payable by TRER to Reetech for the use of the Technology within the Field of Use by TRER for its projects. Under the TRER License prior to the Amended TRER license, TRER was required to pay a one-time fee of $5.0 million for the use of the Technology for unlimited production at TRER’s projects. Under the Amended TRER License, TRER will pay a one-time fee of $5.0 million payable at plant start-up for the annual (calendar year) production of up to 3,000 metric tons of Rare Earth oxides. In the event that TRER subsequently desires to produce more than 3,000 metric tons, TRER agrees to pay Reetech an additional market-based license fee to be negotiated by TRER and Reetech before TRER exceeds the 3,000 metric ton annual limit.

The above summarizes the material terms of the Amendment, the Amended Reetech License and the Amended TRER License and is qualified in its entirety by the complete provisions set forth in such agreements which are filed herewith as exhibits 10.1, 10.2 and 10.3, respectively, and are hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit Number Description

10.1	Amendment Number One to the Reetech Operating Agreement

10.2	Amendment Number One to the Reetech License

10.3	Amendment Number One to the TRER License

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	TEXAS RARE EARTH RESOURCES CORP.



DATE: November 30, 2015	By:	/s/ Daniel Gorski
		Daniel Gorski Chief Executive Officer

EXHIBIT INDEX

Exhibit Number Description

10.1	Amendment Number One to the Reetech Operating Agreement

10.2	Amendment Number One to the Reetech License

10.3	Amendment Number One to the TRER License

AMENDMENT NO. 1

LIMITED LIABILITY COMPANY AGREEMENT

REETECH, LLC

This amendment number one (“Amendment No. 1”) to the Limited Liability Company Agreement (“LLC Agreement”) of Reetech, LLC, a Delaware limited liability company (“Reetech” or “Company”), is hereby entered into and agreed to by K-Technologies, Inc., a company incorporated in the State of Florida and domiciled at 4306 Wallace Road, Lakeland, Florida 33812 (“K-Tech”), and Texas Rare Earth Resources Corp., a company incorporated in the State of Delaware, and domiciled at 539 El Paso St., Sierra Blanca, Texas 79851 (“TRER”), being all the Members of Reetech, effective on this 27 th day of August, 2015 (the “Effective Date”).

Capitalized terms not otherwise defined herein have the meaning given to them in the LLC Agreement.

WHEREAS , K-Tech and TRER previously entered into the LLC Agreement.

WHEREAS , pursuant to Section 11.6 of the LLC Agreement, TRER is permitted to earn additional membership percentage interest in Reetech up to an agreed maximum ownership interest of 49.9% by making special capital contributions through cash payments pursuant to the Business Plan upon the achievement of certain milestones, with the total contribution amount to equal $7.0 million.

WHEREAS , TRER and K-Tech have agreed that an alternative mechanism should be in place for TRER to earn membership percentage interest in Reetech up to the agreed maximum ownership interest of 49.9% in the event TRER is the procuring cause of revenue generated from third parties as specifically defined herein below.

NOW, THEREFORE , in consideration of the premises, the mutual covenants and agreements set forth in this Amendment No. 1, and other good and valuable consideration, the receipt and adequacy of which the Members acknowledge, the Members agree as follows:

Article 2 of the LLC Agreement is hereby amended to add the following definitions:

“ Rare Earths ” means any element or compound of the following species: Lanthanum (La), Cerium (Ce), Praseodymium (Pr), Neodymium (Nd), Samarium (Sm), Europium (Eu), Gadolinium (Gd), Terbium (Tb), Dysprosium (Dy),

Holmium (Ho), Erbium (Er), Thulium (Tm), Ytterbium (Yb), Lutetium (Lu), Scandium (Sc), and Yttrium (Y).

“ Third-Party JV Business ” means JV Business conducted for or on behalf of a person or entity that is not K-Technologies, Inc. or Texas Rare Earth Resources Corp.

Article 2 of the LLC Agreement is hereby amended to revise the following definitions as follows:

The definition of “ Field of Use ” is deleted and replaced with the following new definition:

“ Field of Use ” means the primary extraction/impurity rejection; group separation of Rare Earths; and further separation and purification for the production of individual purified Rare Earths or mixed purified Rare Earths oxides or carbonates, as well as other products of value, including but not limited to any type of species of value derived from Rare Earths mining and/or beneficiation operations that are generally subjected to acid, alkali, or alkaline leaching.

The definition of “ JV Business ” is deleted and replaced with the following new definition:

“ JV Business ” means the primary extraction/impurity rejection; group separation of Rare Earths; and further separation and purification for the production of individual purified Rare Earths or mixed purified Rare Earths oxides or carbonates, as well as other products of value, including but not limited to any type of species of value derived from Rare Earths mining and/or beneficiation operations that are generally subjected to acid, alkali, or alkaline leaching. Specifically excluded from the JV Business is the use of the Technology for the primary extraction/impurity rejection of Rare Earths that may be obtained from phosphate mining/beneficiation and/or phosphoric acid and phosphogypsum made therefrom, or for non-Rare Earths projects (“non-Rare Earths projects” being projects where Rare Earths are not the primary products being produced, but where one or more Rare Earths may be produced as by-products of the primary products). If there is ever any disagreement amongst the Members about what constitutes a project subject to the JV Business, the Members will attempt through good faith negotiations to remedy such disagreement in an amicable and businesslike manner. If the Members fail to remedy such disagreement within 20 days of being provided notice in writing of such disagreement, then the disagreement

will be settled by a two-thirds vote of the Board of Managers of the Company.

Section 6.2 of the LLC Agreement is hereby deleted and replaced with the following new Section 6.2:

6.2 Number Qualification, Term of Office, Vote.

(a) The members of the Board of Managers shall be three (3) (each a “ Manager ”).

(b) Until such time as TRER has been credited with the cumulative contribution to Reetech of either [i] $2.0 million in capital contributions made by TRER, [ii] $3.5 million in collected revenue from Third-Party JV business clients of which TRER was the procuring cause (as defined in Section 11.6(a) below), or [iii] a combination of [i] and [ii] that total $3.5 million, one manager shall be appointed by TRER (the “ TRER Manager ”) and the remaining two managers shall be appointed by K-Tech (the “ K-Tech Managers ”).

(c) After TRER has been achieved one of the cumulative contribution amounts set forth in Section 6.2(b) immediately above, from that point forward one manager shall be appointed by TRER (the “ TRER Manager ”), one Manager shall be appointed by K-Tech (the “ K-Tech Manager ”), and one Manager shall be appointed by mutual agreement of TRER and K-Tech (the “ Mutually-Agreed Manager ”).

(d) Each of the Managers shall hold office until such Manager’s successor shall have been appointed, or until the earlier death, resignation, removal or disqualification of such Manager.

(e) Each Manager shall have one vote in all matters to come before the Board of Managers. Except as otherwise provided in this Agreement, the Board of Managers shall take action at a meeting by the affirmative vote of a majority of the Managers present at a meeting at which a quorum is present, and any such act shall be deemed to be the action of the Board of Managers for all purposes of this Agreement and the Act.

Section 11.6 of the LLC Agreement is hereby amended to read as follows:

11.6 Special Capital Contribution with Respect to TRER.

(a) In accordance with the Business Plan and the JV Business, TRER will make additional cash contributions to the Company in such amounts as set forth

in the Business Plan upon the Company’s achievement of certain milestones (the “Milestones”) as set forth in the Business Plan. Additionally, if TRER is the procuring cause of Third-Party JV Business to the Company, TRER will be credited with capital contributions on a dollar-for-dollar basis for the revenue generated by such Third-Party JV Business. To be the “procuring cause” of a JV Business, Reetech and the Third-Party JV Business client must have been brought together and the Third-Party JV Business client must have become a client of Reetech as the result of the continuous efforts of TRER. Upon the receipt of either (i) any additional cash contribution from TRER upon reaching each Milestone or (ii) revenue generated from Third-Party JV Businesses of which TRER was the procuring cause, the Company shall automatically adjust the Units owned by TRER by amending Schedule A such that TRER owns a percentage ownership in the Units that is calculated as the sum of the amounts of (i) capital contributed to the Company to that point by TRER, and (ii) revenue generated from Third-Party JV Business procured by TRER, up to a maximum aggregate total of $7.0 million, divided by $7.0 million and then multiplied by 0.499. TRER shall have no obligation to make any additional cash contributions to the Company pursuant to this Section if Phase 1 Milestones as set forth in the Business Plan are not met to TRER’s satisfaction.”

(b) Until such time as TRER becomes a 49.9% member in Reetech, all JV Business including, but not limited to, Third-Party JV Business, shall be conducted by K-Tech or under the supervision of K-Tech and K-Tech shall be the sole recipient of any profits realized from such JV Business or Third-Party JV Business with no such profits being realized by or credited to Reetech or TRER.

K-Tech and TRER hereby acknowledge that that the Exclusive License Agreement from K-Technologies, Inc. to Reetech, LLC, originally attached as Exhibit A to the LLC Agreement has been amended; that the LLC Agreement is subject to that amendment; and that they (K-Tech and TRER) agree to be bound by that the amendment in the management and operation of Reetech. A copy of the amendment titled “Amendment No. 1 to the Exclusive License Agreement from K-Technologies, Inc. to Reetech, LLC” is attached hereto as Exhibit 1.

K-Tech and TRER hereby acknowledge that that the Non-Exclusive License Agreement from Reetech, LLC, to Texas Rare Earth Resources Corp. originally attached as Exhibit B to the LLC Agreement has been amended; that the LLC Agreement is subject to that amendment; and that they (K-Tech and TRER) agree to be bound by that the amendment in the management and operation of Reetech. A copy of the amendment

titled “Amendment No. 1 to the Non-Exclusive License Agreement from Reetech, LLC to Texas Rare Earth Resources Corp.” is attached hereto as Exhibit 2.

The use of the term “REEs” in Exhibit E (“Business Plan”) to the LLC Agreement shall henceforth be considered and for all purposes hereafter shall be read as applying the definition of “Rare Earths” set forth in and as defined in paragraph 1 above. The use of the term “non-REEs” in Exhibit E (“Business Plan”) to the LLC Agreement shall henceforth be considered and for all purposes hereafter shall be read as applying the definition of “non-Rare Earths” set forth in and as defined in paragraph 2, in the definition of “ JV Business ” above.

Except as expressly modified herein, all of the terms, covenants and provisions of the LLC Agreement are hereby confirmed and ratified and remain unchanged and in full force and effect.

This Amendment No. 1 is hereby executed by K-Tech and TRER, being all of the Members of Reetech, and shall constitute a written action of the Members, pursuant to Section 4.13 of the LLC Agreement, meeting the requirements to amend the LLC Agreement pursuant to Section 14.4(d) and Article 15 of the LLC Agreement.

10.

This Amendment No. 1 may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument. A facsimile signature will be considered an original signature.

IN WITNESS WHEREOF , the undersigned have executed this Amendment No. 1 to the Limited Liability Company Agreement of Reetech, LLC, as of the Effective Date set forth above.

For:	K-TECHNOLOGIES, INC.


By:	_______________________
	Thomas E. Baroody
Title:	President & CEO

Date:	October ___, 2015

For:	TEXAS RARE EARTH RESOURCES CORP.


By:	_______________________
	Daniel Gorski
Title:	President & CEO

Date:	October ___, 2015

AMENDMENT NO. 1

EXCLUSIVE LICENSE AGREEMENT FROM

K-TECHNOLOGIES, INC. TO REETECH, LLC

This amendment number one (“Amendment No. 1”) to the Exclusive License Agreement from K-Technologies, Inc. to Reetech, LLC (the “Exclusive License Agreement”) is hereby entered into and agreed to by K-Technologies, Inc., a Florida corporation with its principal place of business at 4306 Wallace Road, Lakeland, Florida 33812 (“K-Tech”), and Reetech, LLC, a limited liability company having its principal office at 4306 Wallace Road, Lakeland, Florida 33812 (“Reetech”), effective on this 27 th day of August, 2015 (the “Effective Date”).

Capitalized terms not otherwise defined herein have the meaning given to them in the Exclusive License Agreement.

WHEREAS , K-Tech and Reetech (hereafter individually referred to as a “Party” or collectively as the “Parties”) previously entered into the Exclusive License Agreement.

WHEREAS , K-Tech and Reetech wish to amend the Exclusive License Agreement pursuant to Section 11.5 thereof.

1. Section 1 of the Exclusive License Agreement is hereby amended to add the following subsection 1.10:

1.10 “Rare Earths” means any element or compound of the following species: Lanthanum (La), Cerium (Ce), Praseodymium (Pr), Neodymium (Nd), Samarium (Sm), Europium (Eu), Gadolinium (Gd), Terbium (Tb), Dysprosium (Dy), Holmium (Ho), Erbium (Er), Thulium (Tm), Ytterbium (Yb), Lutetium (Lu), Scandium (Sc), and Yttrium (Y).

2. Subsection 1.2 of the Exclusive License Agreement is hereby deleted and replaced with the following new Subsection 1.2:

1.2 “Field of Use” means the primary extraction/impurity rejection; group separation of Rare Earths; and further separation and purification for the production of individual purified Rare Earths or mixed purified Rare Earths oxides or carbonates, as well as other products of value, including but not limited to any type of species of value derived from Rare Earths mining and/or beneficiation operations that are generally subjected to acid, alkali, or alkaline leaching.

3. Subsection 1.3 of the Exclusive License Agreement is hereby deleted and replaced with the following new Subsection 1.3:

1.3 “Outside the Field of Use” means the use of the K-Tech IP for the primary extraction/impurity rejection of Rare Earths, group separation of Rare Earths categories; and further separation and purification for the production of individual purified Rare Earths or mixed purified Rare Earths oxides or carbonates, as well as other products of value, that may be obtained from phosphate mining/beneficiation and/or phosphoric acid and phosphogypsum made therefrom, or for non-Rare Earths projects (“non-Rare Earths projects” being projects where Rare Earths are not the primary products being produced, but where one or more Rare Earths may be produced as by-products of the primary products).

4. The “Financial Conditions” section of Appendix A to the Exclusive License Agreement is hereby deleted and replaced with the following new section:

Financial Conditions:

Phase 1

Development and testing phase, commenced in September 2014:

1. Milestone 1, bench scale testing of TRER pregnant leach solution (“PLS”) for producing individual Rare Earths oxides in three (3) stages:

a. Stage 1a - Separation of non-Rare Earths from Rare Earths in TRER’s PLS – completed in December 2014.

Stage 1b – Preparation of a prefeasibility (AACE Class 4) level estimate of the CAPEX (±25-35%) and OPEX (±15-20%) to build and operate the purification plant based on solution grades and flow rates estimated by TRER and K-Tech – completed in April 2014.

b. Stage 2 - Separation of Rare Earths obtained from 1a above into three general groups of Rare Earths, i.e. lights, mids, and heavies. Program will also involve continuing optimization of work done in 1a, as well as production of PLS from TRER ore samples as needed. Target completion by April 30, 2015.

c. Stage 3 - Separation and purification of selected Rare Earths oxides from 1b above. Work will also include continuing optimization of work done in 1a and 1b above,

as well as production of PLS from TRER ore samples as needed. Target completion by August 31, 2015.

2. Milestone 2, pilot plant construction and operational testing of TRER PLS for producing selected purified Rare Earths oxides using the process criteria resulting from the Milestone 1 test results. Includes production of PLS from TRER ore samples as necessary. Target completion by March 31, 2016.

3. Milestone 3, bankable feasibility study report for commercial project, based on results from pilot test program. Report to include commercial mine and processing plant design criteria, including mine plan, PLS preparation via heap leaching, and PLS treatment via the Technology to yield 5-6 selected Rare Earths for recovery. The study will include detailed mobile and fixed equipment list, process flow diagrams (PFDs) with material and heat balances, conceptual P&IDs, plot and site plan drawings, marketing prospects, and environmental & permitting considerations. Capital and operating costs will be estimated with capex accuracy at ±15- 20% and opex accuracy at ±10-15%. Project economic analysis will also be included in the report. Target completion by June 30, 2016.

5. Except as expressly modified herein, all of the terms, covenants and provisions of the Exclusive License Agreement are hereby confirmed and ratified and remain unchanged and in full force and effect.

6. This Amendment No. 1 may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument. A facsimile signature will be considered an original signature.

{Signatures follow on next page}

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Exclusive License Agreement from K-Technologies, Inc. to Reetech, LLC as of the Effective Date set forth above.

For: Reetech, LLC			For: K-Technologies, Inc.



Signature: ___________________________________			Signature: ___________________________________
By: Daniel E. Gorski			By: Thomas E. Baroody
Title: Manager			Title: President & CEO

Date: ___________________			Date: ___________________



Signature: ___________________________________
By: Thomas E. Baroody
Title: Manager

Date: ___________________

AMENDMENT NO. 1

NON-EXCLUSIVE LICENSE AGREEMENT FROM

REETECH, LLC TO TEXAS RARE EARTH RESOURCES CORP.

This amendment number one (“Amendment No. 1”) to the Non-Exclusive License Agreement from Reetech, LLC to Texas Rare Earth Resources Corp. (“Non-Exclusive License Agreement”) is hereby entered into and agreed to by Reetech, LLC, a limited liability company having its principal office at 4306 Wallace Road, Lakeland, Florida 33812 (“Reetech”), and Texas Rare Earth Resources Corp., a company incorporated in the State of Delaware, and domiciled at 539 El Paso St., Sierra Blanca, Texas 79851 (“TRER”), effective on this 27 th day of August, 2015 (the “Effective Date”).

Capitalized terms not otherwise defined herein have the meaning given to them in the Non-Exclusive License Agreement.

WHEREAS , Reetech and TRER (hereafter individually referred to as a “Party” or collectively as the “Parties”) previously entered into the Non-Exclusive License Agreement.

WHEREAS , Reetech and TRER wish to amend the Non-Exclusive License Agreement pursuant to Section 10.5 thereof.

1. Section 1 of the Non-Exclusive License Agreement is hereby amended to add the following subsection 1.10:

2. Subsection 1.2 of the Non-Exclusive License Agreement is hereby deleted and replaced with the following new Subsection 1.2:

beneficiation operations that are generally subjected to acid, alkali, or alkaline leaching.

3. Subsection 1.3 of the Non-Exclusive License Agreement is hereby deleted and replaced with the following new Subsection 1.3:

4. The “Financial Conditions” section of Appendix A to the Non-Exclusive License Agreement is hereby deleted and replaced with the following new section:

Financial Conditions:

License Fee. Licensee shall pay to Company a one-time license fee of US$5.0 million payable at plant start-up for the annual (calendar year) production of up to 3,000 metric tons of Rare Earths as oxides. In the event Licensee subsequently desires to produce more than 3,000 metric tons of Rare Earths oxides within any single calendar year, Licensee agrees to pay Company an additional market-based license fee to be negotiated by Licensee and Company before Licensee exceeds the 3,000 metric ton annual limit.

5. Except as expressly modified herein, all of the terms, covenants and provisions of the Non-Exclusive License Agreement are hereby confirmed and ratified and remain unchanged and in full force and effect.

{Signatures follow on next page}

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Non-Exclusive License Agreement from Reetech, LLC to Texas Rare Earth Resources Corp. as of the Effective Date set forth above.

For: Reetech, LLC			For: Texas Rare Earth Resources Corp.



Signature: ___________________________________			Signature: ___________________________________
By: Daniel E. Gorski			By: Daniel Gorski
Title: Manager			Title: President & CEO

Date: ___________________			Date: ___________________



Signature: ___________________________________
By: Thomas E. Baroody
Title: Manager

Date: ___________________