UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
_________________
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report: March 14, 2016
(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:
 
o  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 14, 2016, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to amend its Certificate of Incorporation to change the name of the Company from “Texas Rare Earth Resources Corp.” to “Texas Mineral Resources Corp.”.  The amendment shall be effective at 9:00 am EST on March 21, 2016. The Certificate of Amendment did not make any other amendments to the Company’s Certificate of Incorporation.

The trading symbol for the Company’s shares of common stock will change from “TRER” to “TMRC” at the opening of trading on March 21, 2016.

Under the Certificate of Amendment, Article I of the Company’s Certificate of Incorporation which previously read:

“I. The Name of corporation is Texas Rare Earth Resources Corp. (the ‘Corporation’)”

shall now read in its entirety:

“I. The Name of corporation is Texas Mineral Resources Corp. (the ‘Corporation’)”.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number            Description
3.1                                Certificate of Amendment


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:  March 18, 2016
By:
/s/ Wm. Chris Mathers
   
Wm. Chris Mathers
Chief Financial Officer
  
   


 
 


 
 

 
 

 
EXHIBIT 3.1
 
 

CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
TEXAS RARE RESOURCES CORP.


Texas Rare Resources Corp. (the “ Corporation ”), a Corporation duly organized and existing under the Delaware General Corporation Law (the “ DGCL ”), does hereby certify:
 
FIRST :  This amendment to the Corporation’s Certificate of Incorporation set forth below was declared advisable and duly adopted by the board of directors the Corporation at a meeting of such board of directors.
 
SECOND :  Article I of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:
 
“1.   The Name of the corporation is Texas Mineral Resources Corp. (the “Corporation”).”
 
THIRD :  That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
 
FOURTH :  The foregoing amendment shall be effective on March 21, 2016 at 9:00 am EST.
 
FIFTH :  Except as herein amended, the Corporation’s Certificate of Incorporation shall remain in full force and effect.
 
IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on this tenth day of March, 2016.

TEXAS RARE RESOURCES CORP.


By: __________________________
Name: Wm. Chris Mathers
Title:   Chief Financial Officer