Annual Report

 false 2024 FY --08-31 0001445942

 43177031 6.25 6.25

 2024-02-28

 2024-11-18

 tmrc: RoundTopMountainDevelopmentCompanyMember

 srt: MinimumMember

 srt: MaximumMember

 tmrc: USAREMember

 2018-08-01
 2018-08-31

 tmrc: USAREMember

 2019-08-01
 2019-08-31

 tmrc: RoundTopMountainDevelopmentCompanyMember

 2021-05-17

 tmrc: USAREMember

 2021-05-17

 tmrc: RoundTopMountainDevelopmentCompanyMember

 tmrc: USAREMember

 tmrc: RoundTopMountainDevelopmentCompanyMember
 srt: MinimumMember

 tmrc: August2010LeaseMember

 2010-08-17

 tmrc: August2010LeaseMember

 2010-08-16
 2010-08-17

 tmrc: August2010LeaseMember

 tmrc: November2011LeaseMember

 2011-11-01

 tmrc: November2011LeaseMember

 2011-10-31
 2011-11-01

 tmrc: November2011LeaseMember

 tmrc: RioGrandeFoundationMember
 tmrc: March2013LeaseMember

 2013-03-05
 2013-03-06

 tmrc: RioGrandeFoundationMember
 tmrc: March2013LeaseMember

 2013-03-06

 tmrc: RioGrandeFoundationMember
 tmrc: October2014SurfaceOptionAndWaterLeaseMember

 2014-10-29

 tmrc: RioGrandeFoundationMember
 tmrc: October2014SurfaceOptionAndWaterLeaseMember

 2014-10-28
 2014-10-29

 tmrc: SantaFeJointVentureMember

 2021-11-08

 tmrc: SantaFeJointVentureMember
 tmrc: SantaFeGoldCorporationMember

 2021-11-08

 tmrc: SantaFeJointVentureMember

 2021-11-07
 2021-11-08

 tmrc: MineralPropertyOneMember

 tmrc: MineralPropertyTwoMember

 tmrc: MineralPropertyThreeMember

 tmrc: MineralPropertyFourMember

 2023-10-01
 2023-10-31

 us-gaap: SubsequentEventMember

 2024-10-01
 2024-10-31

 2022-10-01
 2022-10-31

 2020-01-01
 2020-01-31

 2020-01-31

 2020-01-01
 2020-01-31

 2020-01-01

 srt: MinimumMember

 srt: MaximumMember

 tmrc: StockOption2008PlanMember

 2008-09-30

 tmrc: StockOption2008PlanMember

 2010-09-01
 2016-08-31

 srt: BoardOfDirectorsChairmanMember

 2021-09-01

 2021-09-01

 2024-06-01

 tmrc: Number

 utr:acre

 utr:mi

 utr:acre

 utr:gal

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT
 TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended August 31, 2024

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
file number: 000-53482

 TEXAS

 (Exact
Name of Registrant as Specified in its Charter)

 87-0294969

 (State of other jurisdiction
 of incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 539 El Paso Street

 Sierra
 Blanca, Texas

 79851

 (Address of Principal
 Executive Offices)

 (Zip Code)

 ( 361)
 790-5831

 (Registrant's
 Telephone Number, including Area Code)

 SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

 SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, par value $0.01

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant's most recently completed second fiscal quarter: As of February 28, 2024 the aggregate market value of
the registrant's voting and non-voting common equity held by non-affiliates of the registrant was $ 19,055,304 based upon
the closing sale price of the common stock as reported by the OTCQB.

 The
number of shares of the Registrant's common stock outstanding as of November 18, 2024 was 74,588,426.

 TABLE
OF CONTENTS

 PRELIMINARY NOTES

 GLOSSARY OF TERMS

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 SUMMARY OF SELECTED RISKS ASSOCIATED WITH OUR BUSINESS

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 CLIMATE-RELATED DISCLOSURE

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 9C

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16.

 FORM 10-K SUMMARY

 SIGNATURES

 PRELIMINARY
NOTES

 As
used in this Annual Report on Form 10-K ("Annual Report"), references to "Texas Mineral", "the Company,"
"we," "our," "us" or "TMRC" mean Texas Mineral Resources Corp. and its predecessors,
as the context requires.

 GLOSSARY
OF TERMS

 Alteration

 Any
 physical or chemical change in a rock or mineral subsequent to its formation.

 Concession

 A grant of a tract
 of land made by a government or other controlling authority in return for stipulated services or a promise that the land will
 be used for a specific purpose.

 Core

 The long cylindrical
 piece of a rock, about an inch in diameter, brought to the surface by diamond drilling.

 Diamond drilling

 A drilling method
 in which the cutting is done by abrasion using diamonds embedded in a matrix rather than by percussion. The drill cuts a core
 of rock, which is recovered in long cylindrical sections.

 Drift

 A horizontal underground
 opening that follows along the length of a vein or rock formation as opposed to a cross-cut which crosses the rock formation.

 Exploration

 Work involved in
 searching for ore, usually by drilling or driving a drift.

 Exploration expenditures

 Costs incurred in
 identifying areas that may warrant examination and in examining specific areas that are considered to have prospects that
 may contain mineral deposit reserves.

 Geophysics

 Exploration techniques
 employing such indirect methods as gravity and electro-magnetism.

 GLO

 Texas General Land
 Office.

 Grade

 The average assay
 of a ton of ore, reflecting metal content.

 HREE

 Heavy rare earth
 element(s).

 Intrusive

 A body of igneous
 rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.

 Lode

 A mineral deposit
 in solid rock.

 Mine development

 The work carried
 out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.

 A naturally occurring
 homogeneous substance having definite physical properties and chemical composition, and if formed under favorable conditions,
 a definite crystal forms.

 Mineralization

 The presence of
 minerals in a specific area or geological formation.

 Mineral Reserve

 That part of a mineral
 deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves are
 customarily stated in terms of "Ore" when dealing with metalliferous minerals.

 Ore

 The naturally occurring
 material from which a mineral or minerals of economic value can be extracted profitably or to satisfy social or political
 objectives. The term is generally but not always used to refer to metalliferous material, and is often modified by the names
 of the valuable constituent; e.g., iron ore.

 Ore body

 A continuous, well-defined
 mass of material of sufficient ore content to make extraction economically feasible.

 Ore Shoot

 A zone
 or area within a vein that contains ore of economic grade.

 PEA

 Preliminary economic
 assessment.

 Probable (Indicated) Reserves

 Reserves for which
 quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the
 sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance,
 although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

 Prospect

 A mining property,
 the value of which has not been determined by exploration.

 Proven (Measured) Reserves

 Reserves for which
 (I) (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes and (b) grade and/or
 quality are computed from the results of detailed sampling and (ii) the sites for inspection, sampling and measurement are
 spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are
 well-established.

 REE

 Rare earth element(s).

 REO

 Rare earth oxide(s).

 Round Top, RTMD or Round Top Mountain Development

 Round Top Mountain
 Development, LLC, a Delaware limited liability company, which is the entity that owns the Round Top Project.

 Round Top Project

 The
 Round Top Project is owned by Round Top and includes the following that were assigned by the Company to Round Top in May
 2021:

 two
 leases with the GLO, executed in September 2011 and November 2011, that each expire in 2030, to explore and develop a
 950 acre rare earths project located in Hudspeth County, Texas;

 the
 54,990 acre surface lease, known as the West Lease, that provides unrestricted surface access for the potential development
 and mining of the Round Top Project;

 an
 option to purchase from the GLO the surface rights covering approximately 5,670 acres over the mining lease and additional
 acreage adequate to the site to handle potential heap leaching and processing operations as currently anticipated at the
 Round Top Project; and

 a
ground water lease securing the right to develop the ground-water within a 13,120-acre lease area located approximately 4 miles
from Round Top, containing five existing water wells.

 Tonne

 A metric ton which
 is equivalent to 2,200 pounds.

 Trend

 A general term for
 the direction or bearing of the outcrop of a geological feature of any dimension, such as a layer, vein, ore body, or fold.

 Unpatented mining claim

 A parcel of property
 located on federal lands pursuant to the General Mining Law and the requirements of the state in which the unpatented claim
 is located, the paramount title of which remains with the federal government. The holder of a valid, unpatented lode-mining
 claim is granted certain rights including the right to explore and mine such claim.

 Vein

 A mineralized zone
 having a more or less regular development in length, width, and depth, which clearly separates it from neighboring rock.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report contains "forward-looking statements" (collectively, "forward-looking statements") with
respect to the Company's anticipated results and developments in the Company's operations, planned exploration and
development of its properties, plans related to its business, and other matters that may occur in the future. These statements
relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable
and assumptions of management.

 Any
statements that express or involve discussions with respect to predictions, expectations, anticipations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects"
or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans",
"estimates" or "intends", or stating that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved) are not statements of historical
fact and may be forward-looking statements. Forward-looking statements include, but are not limited to:

 the
 progress, potential and uncertainties of the rare-earth exploration plans at our Round Top project in Hudspeth County, Texas
 (the "Round Top Project" or "Round Top");

 timing
 for a completed feasibility study, if any, for the Round Top Project;

 the
 success of obtaining the necessary permits for future Round Top drill programs and project development;

 success,
 if any, of RTMD in developing the Round Top Project, including without limitation raising sufficient capital to fund any development;

 expectations
 regarding our ability to raise capital and to continue our exploration plans on our properties (either to fund our proportionate
 expenditures in the Round Top Project as a member of RTMD or otherwise);

 ability
 to complete a preliminary feasibility study for the Round Top Project;

 plans
 regarding anticipated expenditures at the Round Top Project and ability, if any, to fund anticipated Company expenditures;
 and

 plans
 to enter into a joint venture arrangement with Santa Fe and our ability to fund such potential exploration and development
 project.

 Forward-looking
statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events
or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

 risks
 of being classified as an "exploration stage" company for purposes of SEC Regulation S-K Item 1300;

 risks
 associated with our ability to continue as a going concern in future periods;

 risks
 associated with our history of losses and immediate need for additional financing;

 risks
 associated with our ability to raise capital on acceptable terms, if at all;

 risks
 associated with our operating history;

 risks
 associated with owning a membership interest in Round Top which may be diluted (which could be significant) if we are unable
 to fund our cash call obligations and elect to dilute our ownership interest in Round Top in lieu of funding our cash calls
 per the amended RTMD Operating Agreement (as of the filing date of this Annual Report, our membership interest is 19.323%);

 risks
 associated with our properties;

 risks
 associated with the lack of history in producing metals from the Round Top Project;

 risks
 associated with our need for additional financing to fund our cash call obligations with respect to Round Top, as well as
 the requirement in general for additional capital to further develop, the Round Top Project;

 risks
 associated with dilution of our Round Top membership interest due to the inability to fund our cash calls;

 risks
 associated with owing a minority interest in Round Top;

 risks
 associated with exploration activities not being commercially successful (as there is no assurance that Round Top will be
 commercially successful);

 risks
 associated with ownership of surface rights and other title issues with respect to the Round Top Project;

 risks
 related to pursuing a potential Santa Fe joint venture arrangement and ability to finance such arrangement;

 risks
 associated with increased costs affecting our financial condition;

 risks
 associated with a shortage of equipment and supplies adversely affecting the ability to operate properties;

 risks
 associated with mining and mineral exploration being inherently dangerous;

 risks
 associated with mineralization estimates;

 risks
 associated with changes in mineralization estimates affecting the economic viability of the properties;

 risks
 associated with uninsured risks;

 risks
 associated with mineral operations being subject to market forces beyond our control;

 risks
 associated with fluctuations in commodity prices;

 risks
 associated with permitting, licenses and approval processes;

 risks
 associated with the governmental and environmental regulations;

 risks
 associated with future legislation regarding the mining industry and climate change;

 risks
 associated with potential environmental lawsuits;

 risks
 associated with land reclamation requirements;

 risks
 associated with rare earth and mining in general presenting potential health risks;

 risks
 related to competition in the mining and rare earth elements industries;

 risks
 related to macroeconomic conditions, both in the United States and internationally, including without limitation inflation,
 high interest rates, and supply chain issues;

 risks
 associated with cybersecurity threats, breaches, and disruptions associated therewith;

 risks
 related to our ability to manage growth;

 risks
 related to the potential difficulty of attracting and retaining qualified personnel;

 risks
 related to our dependence on key personnel;

 risks
 related to conducting our business in order to be excluded from the definition of an "investment company" under
 the Investment Company Act of 1940;

 risks
 related to global hostilities, both in Ukraine and the Middle East;

 risks
 related to cybersecurity threats;

 risks
 related to our United States Securities and Exchange Commission (the "SEC") filing history; and

 risks
 related to our securities and the limited, sporadic market for our common stock.

 This
list is not exhaustive of the factors that may affect the Company's forward-looking statements. Some of the important risks
and uncertainties that could affect forward-looking statements are described further under the section headings "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those
described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or
intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place
undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, the Company
disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking
statements contained in this Annual Report by the foregoing cautionary statements.

 In
light of these risks and uncertainties, many of which are described in greater detail elsewhere in this Annual Report, there can
be no assurance that the events predicted in forward-looking statements contained in the Annual Report will in fact transpire.

 An
investment in our Common Stock involves significant risks, including the risk of a loss of your entire investment. You should
carefully consider the risks and uncertainties described herein before purchasing our Common Stock. The risks set forth herein
are not the only ones facing our Company. Additional risks and uncertainties may exist and others could arise that could also
adversely affect our business, financial condition, operations and prospects. If any of the risks set forth herein actually materialize,
our business, financial condition, prospects and operations would suffer. In such event, the value of our Common Stock would decline,
and you could lose all or a substantial portion of your investment.

 SUMMARY
OF SELECTED RISKS ASSOCIATED WITH OUR BUSINESS

 Our
business faces significant risks and uncertainties. If any of the following risks are realized, our business, financial condition
and results of operations could be materially adversely affected. You should carefully review and consider the full discussion
of our risks factors in the section entitled "Rick Factors" in Part I, Item 1A of this Annual Report. Some of the
more significant risks include the following:

 Failure
 to fund cash calls;

 Certain
 matters that require unanimous management committee approval will not be applicable if
 the Company's membership interest falls below 15% in Round Top;

 We
 have relied on an exclusion from the definition of "investment company" in
 order to avoid being subject to the Investment Company Act of 1940; to the extent the
 nature of our business changes in the future, we may become subject to the requirements
 of the Investment Company Act of 1940; which would limit our business operations and
 require us to spend significant resources in order to comply with such Act;

 Our
 financial statements have been prepared assuming that the Company will continue as a
 going concern;

 We
 have a history of losses and will require immediate additional financing to fund operations;
 failure to obtain immediate additional financing could have a material adverse effect
 on our financial condition and results of operation and could cast uncertainty on our
 ability to continue as a going concern in future periods;

 We
 have a limited operating history on which to base an evaluation of our business and properties;

 The
 Round Top Project is in the exploration stage and there is no assurance that Round Top
 can establish the existence of any mineral reserve from the Round Top Project in commercially
 exploitable quantities; until then, we cannot earn any revenues from the Round Top Project,
 and our business could fail;

 There
 is no history of producing metals from the Round Top Project;

 If
 Round Top establishes the existence of a mineral reserve in the Round Top Project in
 a commercially exploitable quantity, of which there can be no assurance, we will require
 additional capital in order to maintain our current membership interest in Round Top
 and fund our proportionate costs to develop the property into a producing mine; if we
 cannot raise this additional capital, our membership interest in RTMD will be diluted,
 our membership interest will lose value, and our Company could fail;

 Our
 exploration activities may not be commercially successful;

 Increased
 costs could affect our financial condition;

 Macroeconomic
 conditions, domestic and global political turbulence could have a materially adverse
 impact on our business, financial condition, or results of operations;

 No
 assurance that the Company will enter into any agreement with respect to the Alhambra
 project owned by Santa Fe or that this project will proceed;

 Licensing
 and permitting of mining operations in the State of New Mexico is difficult and could
 have a material effect on the length of time and cost of securing the required permits;

 A
 shortage of equipment and supplies could adversely affect our ability to operate our
 business;

 and mineral exploration is inherently dangerous and subject to conditions or events beyond
 our control, which could have a material adverse effect on our business and plans;

 The
 figures for our mineralization are estimates based on interpretation and assumptions
 and may yield less mineral production under actual conditions than is currently estimated;

 The
 Round Top operations may contain significant uninsured risks which could negatively impact
 future profitability;

 operations are subject to market forces outside of our control which could negatively
 impact us;

 We
 may be adversely affected by fluctuations in demand for, and prices of, rare earth minerals
 and products;

 Permitting,
 licensing and approval processes are required for the operations at the Round Top Project
 and obtaining and maintaining required permits and licenses is subject to conditions
 which may be unable to be achieved;

 Round
 Top is subject to significant governmental regulations, which affect its operations and
 costs of conducting its business;

 Regulations
 and pending legislation governing issues involving climate change could result in increased
 operating costs, which could have a material adverse effect on Round Top as well as any
 other business in which we engage;

 Round
 Top's exploration and development activities are subject to environmental risks,
 which could expose Round Top to significant liability and delay, suspension or termination
 of our operations;

 Round
 Top could be subject to environmental lawsuits;

 Land
 reclamation requirements for the Round Top Project may be burdensome and expensive;

 presents potential health risks; payment of any liabilities that arise from these health
 risks may adversely impact Round Top;

 There
 may be challenges to the title of the Round Top Project or any other mineral properties
 that we may acquire;

 Increased
 competition could adversely affect our ability to attract necessary capital funding or
 acquire suitable producing properties or prospects for mineral exploration in the future;

 Round
 Top competes with larger, better capitalized competitors in the mining industry;

 Current
 economic conditions and capital markets are subject to fluctuations which could adversely
 affect our ability to access the capital markets, and thus adversely affect our business
 and liquidity;

 Our
 resources may not be sufficient to manage our existing business as well as any growth;
 failure to properly manage our existing business will be detrimental;

 We
 may experience difficulty attracting and retaining qualified management to meet our current
 business needs and/or any growth needs, and the failure to manage any growth effectively
 could have a material adverse effect on our business and financial condition;

 Our
 operations are dependent upon key personnel, the loss of which would be detrimental to
 our business;

 We
 have a history of losses and fluctuating operating results that raises doubt about our
 ability to continue as a going concern;

 Our
 stock price is highly volatile;

 The
 market for our Common Stock is limited, sporadic and volatile. Any failure to develop
 or maintain an active trading market could negatively affect the value of our shares
 and make it difficult or impossible for you to sell your shares;

 The
 sale of substantial shares of our Common Stock or the issuance of shares upon exercise
 of our common stock equivalents will cause immediate and substantial dilution to our
 existing stockholders and may depress the market price of our Common Stock;

 A
 low market price may severely limit the potential market for our Common Stock;

 We
 do not currently intend to pay cash dividends;

 Control
 by current stockholders;

 There
 is not now, and there may never be, an active market for our Common Stock; and

 We
 may issue shares of preferred stock.

 PART
I

 ITEM
1. BUSINESS

 Narrative
Description of Business

 We
are a mining company engaged in the business of owning, acquiring, exploring and developing mineral properties. We currently own
a 19.323% membership interest in Round Top, which entity holds two mineral property leases with the GLO to explore and develop
a 950-acre rare earths project located in Hudspeth County, Texas, known as the Round Top Project. The leases expire in 2030 with
provisions for automatic renewal if Round Top is producing in paying quantities (the receipt from the sale of materials exceeds
all costs and expenses associated therewith for the prior 12 months). Round Top also holds prospecting permits covering 9,345
acres adjacent to the Round Top Project and other related assets. The strategy with Round Top is to develop a metallurgical process
to concentrate or otherwise extract the metals from the Round Top Project's rhyolite, conduct additional engineering, design,
geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round
Top Project. The Round Top Project has not established as of the date hereof that any of the properties contain any probable mineral
reserves or proven mineral reserves under Item 1300 of Regulation S-K.

 Rare
earth elements are a group of chemically similar elements that usually are found together in nature – they are referred
to as the "lanthanide series." These individual elements have a variety of characteristics that are critical in a
wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without
these elements, multiple high-tech technologies would not be possible. These technologies include:

 cell
 phones;

 computer
 and television screens;

 battery
 operated vehicles;

 clean
 energy technologies, such as hybrid and electric vehicles and wind power turbines;

 fiber
 optics, lasers and hard disk drives;

 numerous
 defense applications, such as guidance and control systems and global positioning systems; and

 advanced
 water treatment technology for use in industrial and military.

 Because
of these applications, global demand for REE is projected to steadily increase due to continuing growth in existing applications
and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic
necessity as there is limited production of these elements outside of China. Our ability to raise additional funds to continue
to fund our participation interest in the Round Top Project may be impacted by, among other factors, future prices for REEs.

 As
a part of our ongoing operations, we will occasionally investigate new mining opportunities. We may also incur expenses associated
with our investigations. These costs are expensed as incurred until such time when we have agreements in place to purchase such
mining rights. See "Properties – Alhambra Project."

 Operations
Update

 USARE,
the operating manager of the Round Top project, continues to progress the Round Top Project toward operations. Over the last two
years, Round Top achieved several milestones including: (I) favorable breaker trials with the goal to increase mine throughput;
(ii) favorable CIX separation trials for rare earth elements indicating that the CIX technology employed can extract commercial
quality rare earths from the Round Top Project ore; and (iii) favorable membrane concentration trials. The USARE Round Top team
continues to pursue its plan to determine an efficient means of managing alumina content, to add gallium to its output and to
maximize the value of the lithium content.

 History
of the Round Top Project

 In
2011, the Company entered into two leases with the GLO to explore and develop the Round Top Project, which leases were transferred
to Round Top in 2021.

 In
March 2013, we purchased the 54,990 acre surface lease covering the Round Top Project, known as the West Lease, from the Southwest
Wildlife and Range Foundation ("Foundation") for $500,000 and the issuance of 1,063,830 shares of our Common Stock
and agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation efforts within
the Rio Grande Basin. The West Lease provides exclusive surface access to the area for the potential development and mining of
the Round Top Project. We transferred the West lease to Round Top in 2021.

 In
October 2014, we executed agreements with the GLO securing the option to purchase the surface rights covering the Round Top Project
mine and plant areas and, separately, a groundwater lease. The option to purchase the surface rights covers approximately 5,670
acres over the mining lease and we believe that the additional acreage should be adequate to site all potential heap leaching
and processing operations as currently anticipated by Round Top. The option may be exercised for all or part of the option acreage
at any time during the primary term of the mineral lease as defined above. The "primary term" of the GLO mineral leases
and the option is through August 2030. The option can be kept current by an annual payment of $10,000. The purchase price will
be the appraised value of the surface at the time of exercising the option. The ground water lease secures the right to develop
the ground water within a 13,120-acre lease area located approximately 4 miles from the Round Top Project. This lease has an annual
minimum production payment of $5,000 prior to production of water for the operation. After initiation of production payments of
$0.95 per thousand gallons or $20,000 annually, whichever is greater, is required. This lease remains effective as long as the
mineral lease is in effect. We transferred the option to produce the surface lease and water lease to Round Top in 2021.

 Cautionary
Note

 Cautionary
Note to Investors: The PEA dated August 16, 2019 was prepared in accordance with Canadian National Instrument 43-101 —
Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum
(the "CIM") — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM
Council, as amended. The Company voluntarily had the PEA prepared in accordance with NI 43-101 but the Company is not subject
to regulation by Canadian regulatory authorities and no Canadian regulatory authority has reviewed the PEA or passed upon its
accuracy or compliance with NI 43-101. The terms "mineral reserve", "proven mineral reserve" and "probable
mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101. These definitions differ from the definitions
in Item 1300 of Regulation S-K under the United States Securities Act of 1933, as amended (the "Securities Act").
Under Item 1300 of Regulation S-K standards, a "final" or "bankable" feasibility study is required to
report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and
the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms
"mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred
mineral resource" while defined in NI 43-101 and Item 1300 of Regulation S-K are normally not permitted to be used in reports
and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of mineral deposits
in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty
as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any
part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not
to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of "contained
ounces" in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers
to report mineralization that does not constitute "reserves" by Item 1300 of Regulation S-K standards as in place
tonnage and grade without reference to unit measures. Accordingly, information in the PEA contains descriptions of our mineral
deposits that may not be comparable to similar information made public by United States companies subject to the reporting and
disclosure requirements under the United States federal securities laws and the rules and regulations thereunder. The Round Top
Project as described in the PEA currently does not contain any known proven or probable mineral reserves under Item 1300 of Regulation
S-K reporting standards. U.S. investors are urged to consider closely the disclosure in the Registrant's latest reports
filed with the SEC. U.S. Investors are cautioned not to assume that any defined resources in these categories will ever be
converted into Item 1300 of Regulation S-K compliant reserves.

 USA
Rare Earth Agreement

 In
August 2018, the Company and Morzev Pty. Ltd. ("Morzev") entered into an agreement (the "2018 Option Agreement")
whereby Morzev was granted the exclusive right to earn and acquire a 70% interest in the Round Top Project by financing $10 million
of expenditures in connection with the Round Top Project, increasable to an 80% interest, for an additional $3 million payment
to the Company. Morzev began engaging in business as USA Rare Earth and in May 2019 notified the Company that it was nominating
USA Rare Earth, LLC ("USARE") as the optionee under the terms of the 2018 Option Agreement. In August 2019, the Company
and USARE entered into an amended and restated option agreement as further amended on June 29, 2020 (the "2019 Option Agreement"
and collectively with the 2018 Option Agreement, the "Option Agreement"), whereby the Company restated its agreement
to grant USARE the exclusive right to earn and acquire a 70% interest, increasable to an 80% interest, in the Round Top Project.

 In
May 2021, and in accordance with the terms of the Option Agreement, the Company and USARE entered into a contribution agreement
("Contribution Agreement") whereby the Company and USARE contributed assets to Round Top, at the time a wholly-owned
subsidiary of the Company, in exchange for their initial ownership interests in Round Top, of which the Company initially owned
a membership interest equating to 20% of Round Top and USARE initially owned a membership interest equating to 80% of Round Top.
Concurrently therewith, the Company and USARE as the two members entered into a limited liability company agreement ("Operating
Agreement") governing the operations of Round Top which contains customary and industry standard terms as contemplated by
the Option Agreement. USARE serves as manager of Round Top.

 Upon
entry into the Contribution Agreement, the Company assigned the following contracts and assets to Round Top in exchange for its
initial 20% membership interest in Round Top:

 the
 assignment and assumption agreement with respect to the mineral leases from the Company to Round Top;

 the
 assignment and assumption agreement with respect to the surface lease from the Company to Round Top;

 the
 assignment and assumption agreement with respect to the surface purchase option from the Company to Round Top;

 the
 assignment and assumption agreement with respect to the water lease from the Company to Round Top; and

 the
 bill of sale and assignment agreement of existing data and other relevant contracts and permits with respect to Round Top
 owned by the Company.

 Upon
entry into the Contribution Agreement, USARE assigned the following assets to Round Top (or the Company, as applicable) for its
initial 80% membership interest in Round Top:

 cash
 to Round Top to continue to fund Round Top operations in the amount of approximately $3,761,750 comprising the balance of
 the $10 million required expenditure to earn a 70% interest in Round Top;

 cash
 in the amount of $3 million to the Company upon exercise of the USARE option to acquire from the Company an additional 10%
 interest in Round Top, resulting in the aggregate ownership interest of 80% in Round Top;

 bill
 of sale and assignment agreement of the Pilot Plant and other relevant contracts and permits to Round Top; and

 bill
 of sale and assignment agreement of existing data and intellectual property owned by USARE to Round Top.

 On
June 26, 2023, the Company, USARE and the manager amended and restated the Operating Agreement and the following material amendments
to the Operating Agreement were adopted:

 Cash
Calls.

 On
the basis of the adopted program and budget (sometimes referred to as the "Budget") then in effect, the manager will
submit to each member monthly cash calls at least 10 days before the last day of each month, and within 10 days of receipt, (a)
USARE will pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based
on its interest and (b) the Company will either (i) pay to RTMD, as an additional capital contribution, its proportionate share
of the estimated cash requirements based on its interest, or (ii) deliver to RTMD a written notice indicating what amount, if
any, of the applicable estimated cash requirements that the Company will contribute (the "Notice of Non-Contribution").
Failure by the Company to deliver payment of its proportionate share of the estimated cash requirements, as an additional capital
contribution, or to deliver a Notice of Non-Contribution within the 10 day period shall automatically be considered a "Deemed
Non-Contribution" and shall have the same effect as if the Company provided a timely Notice of Non-Contribution with respect
to non-contribution of its entire proportionate share of the applicable cash call.

 Remedies
for Failure to Meet Cash Calls

 Non-Contribution.
Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all or any portion of
any additional capital contribution that it is required to contribute pursuant to a Notice of Non-Contribution or a Deemed Non-Contribution
(such unfunded amount shall be deemed the "Shortfall Amount"), then USARE shall fund the entire Shortfall Amount within
5 business days after the Notice of Non-Contribution or Deemed Non-Contribution.

 Dilution.
Upon the contribution of the Shortfall Amount by USARE, the interests of the members will be recalculated based on the adjustment
provision set forth below in the sub-heading "– Adjustment of Interests".

 Maximum
Dilution. The dilution of the Company shall not fall below a 3% interest in RTMD (the "Minimum Percentage Interest").
Upon the contribution by USARE of a Shortfall Amount which otherwise would result in a dilution of the Company below the Minimum
Percentage Interest, USARE will receive a priority distribution of available cash, in addition to a distribution of available
cash to which USARE otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant
to the applicable cash call request, up to the Shortfall Amount that would have resulted in the Company's interest being
further diluted but for the Minimum Percentage Interest (the "Priority Distribution"). The Priority Distribution will
continue until USARE has been reimbursed for its contribution of the Shortfall Amount that would have resulted in the Company
having an interest below the Minimum Percentage Interest, after which time the members shall receive distributions of available
cash pro rata in proportion to their respective interests.

 Adjustment
of Interests.

 If
USARE contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject to the Minimum
Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget,
by a fraction, expressed as a percentage:

 the
 numerator of which equals the Shortfall Amount actually funded by USARE; and

 the
 denominator of which equals the market capitalization of the Company.

 On
May 17, 2024, Round Top sent a cash call notice for the June 2024 Round Top cash call in the aggregate amount of $600,416, of
which $483,765 was contributed by USARE and $116,651 was to be contributed by the Company but the Company elected to incur dilution
rather than to fund its portion. The dilution to the Company's membership interest in Round Top with respect to the June
2024 Round Top cash call notice was calculated as follows: (A) the USARE ownership interest in Round Top at April 30, 2024 was
80.575% and the Company's ownership interest in Round Top at April 30, 2024 was 19.425%; (B) the Company provided a Notice
of Non-Contribution on May 17, 2024 stating that it will not contribute the $116,651 which then became the Shortfall Amount; (C)
USARE contributed its $483,765 plus the Shortfall Amount; (D) the Company as of the date of the Notice of Non-Contribution had
a market capitalization of $22,211,932; and (E) as the Shortfall Amount equaled 0.525% of the Company's market capitalization,
the Company's percentage Interest in Round Top was reduced to 19.323%.

 Distributions

 Cash
in excess of authorized reserves will be distributed to the members pro-rata in proportion to their respective interests on a
periodic basis as determined by the management committee. RTMD will be required to make tax distributions to each member. Once
USARE has been paid the Priority Distribution, if applicable, all distributions made in connection with the sale or exchange of
all or substantially all of RTMD's assets and all distributions made in connection with the liquidation of RTMD will be
made to the members pro-rata in accordance with their respective interests.

 Other
material terms of the Operating Agreement that remain unchanged are as follows:

 Management.

 A
management committee will make the major decisions of RTMD, such as approval of the respective program and budget, and the manager
will implement such decisions. The management committee consists of three representatives of the members, with two being appointed
by USARE and one by the Company which is Dan Gorski. The representatives vote the ownership percentage interests of their appointing
member.

 Management
Committee Meetings.

 Meetings
will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting
is by simple majority except for certain "major decisions" that require a unanimous vote. So long as the Company maintains
a 15% or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If the
Company's ownership interest falls below 15%, the number of unanimous decisions is reduced to five (being the first five
bullet points below). If the Company is acquired by a REE mining company or sells its ownership interest to a REE mining company,
in each case who elects a majority of the Company's board, this unanimous approval requirement can be suspended by USARE,
at its option. The major decisions requiring unanimous approval, as set forth above, are:

 approval
 of an amendment to any program and budget that causes the program and budget to increase by 15% or more, except for emergencies;

 other
 than purchase money security interests or other security interests in RTMD equipment to finance the acquisition or lease of
 RTMD equipment used in operations, the consummation of a project financing or the incurrence by RTMD of any indebtedness for
 borrowed money that requires the guarantee by any member of any obligations of RTMD;

 substitution
 of a member under certain circumstances and dissolution of RTMD;

 the
 issuance of an ownership interest or other equity interest in RTMD, or the admission of any person as a new member of RTMD,
 other than in connection with the exercise of a right of first offer by a member;

 the
 redemption of all or any portion of an ownership interest, except for limited circumstances provided for in the Operating
 Agreement;

 a
 decision to grant authorization for RTMD to file a petition for relief under any chapter of the United States Bankruptcy Code,
 to consent to such relief in any involuntary petition filed against RTMD by any third party, or to admit in writing any insolvency
 of RTMD or inability to pay its debts as they become due, or to consent to any receivership of RTMD;

 acquisition
 or disposition of significant mineral rights, other real property or water rights outside of the area of interest as set forth
 in the Operating Agreement or outside of the ordinary course of business;

 the
 merger of RTMD into or with any other entity; and

 the
 sale of all or substantially all of RTMD's assets.

 Manager.

 The
manager will manage, direct and control operations in accordance with program and budget, will prepare and present to the management
committee a proposed program and budget, and will generally oversee and implement all of the day to day activities of RTMD. The
manager will conduct necessary equipment and materials procurement and property and equipment maintenance activities, with all
operations to be conducted in accordance with adopted program and budget.

 Permitted
Transfers.

 Certain
transfers are permitted under the Operating Agreement, including transfers to affiliates or through certain mergers or other forms
of business reorganization. A member may also encumber its ownership interest provided that if the ownership interest is foreclosed
upon, the other member has a pre-emptive right to acquire such ownership interest at the foreclosure sale. If the transfer is
a "permitted transfer," the transferee is automatically admitted as a member; otherwise unless the other member
agrees, the transferee is only an economic interest holder with no voting or other rights held by a member.

 Right
of First Offer.

 If
a member desires to transfer all or a portion of its ownership interest to a third party (other than a permitted transfer), it
may do that without the consent of the other member so long as it gives the other member the first right to purchase its ownership
interest on the same terms. If the other member does not elect to purchase the ownership interest on such terms, the member may
sell its ownership interest on such terms and the transfer will be a permitted transfer.

 Drag-Along
Right.

 If
USARE accepts a bona fide offer to purchase its entire ownership interest and all other rights under the Operating Agreement from
an unrelated third party, the Company will then be obligated to sell its entire ownership interest and all other rights under
the Operating Agreement to the unrelated third party on the same terms and conditions as are accepted by USARE.

 Current
Ownership in Round Top.

to the Operating Agreement, USARE initially owned membership interests equating to 80% of Round Top and the Company initially
owned membership interests equating to 20% of Round Top. These ownership interests have been and will be adjusted further under
a variety of circumstances, including a decision by us not to fund in cash our portion of a Budget. Currently, USARE and the Company
are obligated, subject to an election by the Company not to fund in cash its portion of a Round Top cash call and in lieu thereof
to incur dilution to its membership interests, to fund further expenditures in proportion to their respective ownership interests.
We did not fund any of our $898,740 cash call requirements during the fiscal year ended August 31, 2024 which resulted in the
dilution of our Round Top membership interest to 19.323% at August 31, 2024. Subsequent to September 1, 2024 through the date
of this Annual Report, we have not received a cash call notice from Round Top. We have not been advised by USARE with respect
to any preliminary estimate of the Round Top Budget for the fiscal year ending August 31, 2025. Last year we were advised that
the estimated budget for the fiscal year ended August 31, 2024 was anticipated to be between $15 million to $20 million, with
the Company's portion estimated to be between $3 million to $4 million. During the fiscal year ended August 31, 2024, the
total expenditure on the Round Top Project by USARE (as we elected not to fund our portion, have USARE fund our portion, and in
lieu thereof to incur dilution) was $4,200,996 (of which $898,740 was our portion funded by USARE when we elected to incur dilution
rather than fund). It is possible that the Round Top Budget for the current fiscal year will exceed either the amount actually
paid last fiscal year or the amount budgeted for the last fiscal year, and it should be expected that in future periods the Round
Top Budget will be higher. The Company likely will decide to incur dilution to its then current membership interest in lieu of
funding in cash its Round Top Budget obligations during this fiscal year, as it currently does not have sufficient capital to
fund any cash calls during this current fiscal year (and only has sufficient cash to fund estimated general and administrative
expenses through February 2025); consequently our ownership interest in the Round Top Project will likely be further diluted during
this current fiscal year. We will be required to raise additional capital to fund future cash calls from Round Top (unless we
elect in lieu of making cash contributions to dilute our membership interest percentage, which dilution could be significant),
and there can be no assurance that we will be able to raise the necessary capital to fund future Round Top cash calls (or to fund
estimated general and administrative expenses through the end of this current fiscal year). We estimate that our current cash
is sufficient to fund estimated general and administrative expenses through February 2025. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources."

 Operations
of the Round Top Project

the fiscal year ending August 31, 2024, the total cash calls by Round Top, and expenditures in Round Top, was $4,200,996 used
primarily to optimize the leaching and developing of the CIX/CIC processing of the Round Top Project. It is unclear what the preliminary
estimate of the Round Top budget will be for the fiscal year ended August 31, 2025. Initial process design work will be carried
out at USARE's facility in Wheat Ridge, Colorado. Pending completion of the initial process development, this facility will
either be relocated to or replicated at USARE's Oklahoma facility where a pilot plant is expected to be established. It
is estimated that the Round Top Project will require additional time and further expenditure to complete a bankable feasibility
study. The Company lacks sufficient capital to fund any cash calls during the current fiscal year or thereafter and we expect
to incur dilution to our then current membership interest in lieu of funding our Round Top cash calls during 2025.

 Potential
Santa Fe Gold Corporation/Alhambra Project

 In
November 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation ("Santa
Fe"), which agreement was amended in May 2024. Under the option agreement, the Company has the right to pursue a joint venture
arrangement with Santa Fe to jointly explore and develop one or more target silver properties to be selected by the Company among
patented and unpatented mining claims held by Santa Fe within the project area located in the Black Hawk Mining District in Grant
County, New Mexico. Completion of a joint venture agreement, if any, is subject to the successful outcome of a multi-phase exploration
plan leading to a bankable feasibility study planned to be undertaken in the near future by the Company. Under the contemplated
terms of the proposed joint venture agreement, the Company would be project operator and initially own 50.5% of the joint
venture while Santa Fe would initially own 49.5%. Additional terms of the joint venture are to be negotiated between the
Company and Santa Fe in the future. There can be no assurance that the Company and Santa Fe will enter into a formal joint
venture agreement, that there will be a successful outcome to any multi-phase exploration plan, that we will have the financial
resources to fund exploration activities in the future, that any bankable feasibility study will be completed, or that this project
will be commercialized.

 Under
the terms of the option agreement, the Company plans to conduct a district-wide evaluation among the patented and unpatented claims
held by Santa Fe, as well as the area of interest, consisting of geologic mapping, sampling, trenching, radiometric surveying,
geophysics, drilling and/or other methods as warranted. Based on the district-wide evaluation, the Company would designate a "project
area or areas," the size or sizes of which will be decided at the time, and commence development work. The property covered
in the option agreement is approximately 1,600 acres and covers approximately 75% of the Black Hawk Mining District.
The area to be studied also includes a two-mile radius "area of interest." The term of the option is for so long
as the Company continues to conduct exploration activities in the Project Area (although there can be no assurance that the Company
will continue to conduct exploration activities in any future period, due to lack of financial resources or otherwise) and can
be exercised on 60 days' notice to Santa Fe. During the term of the option and subject to limited exceptions,
Santa Fe has agreed not to transfer any portion of its patented and unpatented mining claims within the Black Hawk Mining District
without granting the Company the right of first refusal. In October 2024, a Minimum Impact Exploration Permit, No. GR094EM, was
issued by the New Mexico Mining and Minerals Division related to the project area.

 The
Black Hawk district and the Alhambra mine, in particular, are historically known for the occurrence of native silver lenses, randomly
distributed in narrow carbonate veins. The "ore shoots" are small, ranging from ten feet to seventy feet along the
vertical axis and five to fifty feet along the horizontal axis. We believe that the excessive cost of locating and mining these
small "ore shoots" has been the principal reason for the inability to sustain a mining operation in this district.

 Because
of the high native silver content of ore historically mined in the district, we have considered the use of geophysics to locate
these small lenses and pods, with the goal to make potential development and mining feasible. We have worked with a geophysical
service provider and consultants, and have completed four phases of electromagnetic surveying in the immediate area of the Alhambra
mine. The method producing the most meaningful geological data is a method called NANOTEM by its developer, Zonge International.
This technique was developed to locate small electrically conducting objects such as pipes, underground tanks and unexploded ordinance.
Working with consultants and with Zonge International this technique was modified and applied to the immediate area of the Alhambra
mine. Results are encouraging and plans have been made to conduct a diamond drilling campaign to test the electrically conductive
anomalies detected to date. This drilling is sited to test these "anomalies" within the geologically favorable area
along the vein immediately to the north of the Alhambra mine workings.

 If
the diamond drilling yields positive results, of which there can be no assurance, the anticipated next phase will be to enter
the mine and extend the one hundred twelve foot level into the area drilled. Work to be done upon re-entry of the mine will be
determined by diamond drilling results and conditions encountered in the mine.

 Trends
– Markets

 Rare
earth elements, or REEs, are a group of chemically similar elements that usually are found together in nature – they are
referred to as the "lanthanide series." These individual elements have a variety of characteristics that are important
in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications including:
computer hard drives, cell phones, clean energy technologies, such as hybrid and electric vehicles and wind power turbines; multiple
high-tech uses, including fiber optics, lasers and hard disk drives; numerous defense applications, such as guidance and control
systems and global positioning systems; and advanced water treatment technology for use in industrial, military and outdoor recreation
applications. As a result, global demand for REE is projected to steadily increase due to continuing growth in existing applications
and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic
necessity as there is limited production of these elements outside of China. Our ability, if any, to raise additional funds in
order to fund our expected cash calls in RTMD may be impacted by future prices for REEs.

 Sources
and Availability of Raw Materials

 The
Round Top Project is currently in the exploration stage and as such Round Top does not require any significant raw materials in
order to carry out its primary operating activities. The goal of RTMD is to continue to fund the exploration and development of
the Round Top Project to determine whether it is commercially feasible, of which there can be no assurance. The raw materials
that the current operations of Round Top rely upon are gasoline and diesel fuel for the exploration vehicles and for the heavy
equipment required to build roads and conduct drilling operations. Water is expected to be provided per service contract by Eagle
Mountain Gang or through other sources.

 Seasonality

 Seasonality
in the State of Texas is not a material factor to our operations for our project.

 Competition

 The
mining industry is highly competitive. Round Top competes with numerous companies, substantially all of which have greater financial
resources available to them. Round Top is, therefore, operating at a significant disadvantage in the course of acquiring mining
properties and obtaining materials, supplies, labor, and equipment. Additionally, Round Top is and we are and will continue to
be an insignificant participant in the business of exploration and mineral property development. A large number of established
and well-financed companies are active in the mining industry and will have an advantage over RTMD and the Company if they are
competing for the same properties. Nearly all such entities have greater financial resources, technical expertise and managerial
capabilities than ourselves and, consequently, RTMD and the Company will be at a competitive disadvantage in identifying possible
mining properties and procuring the same.

 China
accounts for the vast majority of rare earth element production. While rare earth element projects exist outside of China, very
few are in actual production. Further, given the timeline for current exploration projects to come into production, if at all,
it is likely that the Chinese will be able to dominate the market for rare earth elements into the future. This gives the Chinese
a competitive advantage in controlling the supply of rare earth elements and engaging in competitive price reductions to discourage
competition. Any increase in the amount of rare earth elements exported from other nations, and increased competition, may result
in price reductions, reduced margins and loss of potential market share, any of which could materially adversely affect our operations.
As a result of these factors, RTMD and the Company may not be able to compete effectively against current and future competitors.

 Government
Approvals

 The
exploration, drilling and mining industries operate in a legal environment that requires permits to conduct virtually all operations.
Thus permits are required by local, state and federal government agencies. Local authorities, usually counties, also have control
over mining activity. The various permits address such issues as prospecting, development, production, labor standards, taxes,
occupational health and safety, toxic substances, air quality, water use, water discharge, water quality, noise, dust, wildlife
impacts, as well as other environmental and socioeconomic issues.

 Prior
to receiving the necessary permits to explore or mine, the operator must comply with all regulatory requirements imposed by all
governmental authorities having jurisdiction over the project area. Very often, in order to obtain the requisite permits, the
operator must have its land reclamation, restoration or replacement plans pre-approved. Specifically, the operator must present
its plan as to how it intends to restore or replace the affected area. Often all or any of these requirements can cause delays
or involve costly studies or alterations of the proposed activity or time frame of operations, in order to mitigate impacts. All
of these factors make it more difficult and costly to operate and have a negative and sometimes fatal impact on the viability
of the exploration or mining operation. It is possible that future changes in these laws or regulations could have a significant
impact on our business as well as RTMD's business, causing those activities to be economically reevaluated at that time.

 Effect
of Existing or Probable Government and Environmental Regulations

exploration, including mining operations are subject to governmental regulation. The Round Top operations may be affected in varying
degrees by government regulation such as restrictions on production, price controls, tax increases, expropriation of property,
environmental and pollution controls or changes in conditions under which minerals may be marketed. An excess supply of certain
minerals may exist from time to time due to lack of markets, restrictions on exports, and numerous factors beyond our control.
These factors include market fluctuations and government regulations relating to prices, taxes, royalties, allowable production
and importing and exporting minerals. The effect of these factors cannot be accurately determined. This section is intended as
a brief overview of the laws and regulations described herein and is not intended to be a comprehensive treatment of the subject
matter.

 Overview.
 Like all other mining companies doing business in the United States, Round Top is subject to a variety of federal, state and
local statutes, rules and regulations designed to protect the quality of the air and water, and threatened or endangered species,
in the vicinity of its operations. These include "permitting" or pre-operating approval requirements designed to ensure
the environmental integrity of a proposed mining facility, operating requirements designed to mitigate the effects of discharges
into the environment during exploration, mining operations, and reclamation or post-operation requirements designed to remediate
the lands affected by a mining facility once commercial mining operations have ceased.

 Federal
legislation in the United States and implementing regulations adopted and administered by the Environmental Protection Agency,
the Forest Service, the Bureau of Land Management, the Fish and Wildlife Service, the Army Corps of Engineers and other agencies—in
particular, legislation such as the federal Clean Water Act, the Clean Air Act, the National Environmental Policy Act, the Endangered
Species Act, the National Forest Management Act, the Wilderness Act, and the Comprehensive Environmental Response, Compensation
and Liability Act—have a direct bearing on domestic mining operations. These federal initiatives are often administered
and enforced through state agencies operating under parallel state statutes and regulations.

 The
Clean Water Act. The federal Clean Water Act is the principal federal environmental protection law regulating mining operations
in the United States as it pertains to water quality.

 At
the state level, water quality is regulated by the Environment Department, Water and Waste Management Division under the Water
Quality Act (state). If our exploration or any future development activities might affect a ground water aquifer, it will have
to apply for a Ground Water Discharge Permit from the Ground Water Quality Bureau in compliance with the Groundwater Regulations.
If exploration affects surface water, then compliance with the Surface Water Regulations is required.

 The
Clean Air Act. The federal Clean Air Act establishes ambient air quality standards, limits the discharges of new sources and
hazardous air pollutants and establishes a federal air quality permitting program for such discharges. Hazardous materials are
defined in the federal Clean Air Act and enabling regulations adopted under the federal Clean Air Act to include various metals.
The federal Clean Air Act also imposes limitations on the level of particulate matter generated from mining operations.

 National
Environmental Policy Act (NEPA). NEPA requires all governmental agencies to consider the impact on the human environment of
major federal actions as therein defined.

 Endangered
Species Act (ESA). The ESA requires federal agencies to ensure that any action authorized, funded or carried out by such agency
is not likely to jeopardize the continued existence of any endangered or threatened species or result in the destruction or adverse
modification of their critical habitat. In order to facilitate the conservation of imperiled species, the ESA establishes an interagency
consultation process. When a federal agency proposes an action that "may affect" a listed species, it must consult
with the United States Fish and Wildlife Service ("USFWS") and must prepare a "biological assessment"
of the effects of a major construction activity if the USFWS advises that a threatened species may be present in the area of the
activity.

 National
Forest Management Act. The National Forest Management Act, as implemented through title 36 of the Code of Federal Regulations,
provides a planning framework for lands and resource management of the National Forests. The planning framework seeks to manage
the National Forest System resources in a combination that best serves the public interest without impairment of the productivity
of the land, consistent with the Multiple Use Sustained Yield Act of 1960.

 Wilderness
Act. The Wilderness Act of 1964 created a National Wilderness Preservation System composed of federally owned areas designated
by Congress as "wilderness areas" to be preserved for future use and enjoyment.

 The
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). CERCLA imposes clean-up and reclamation responsibilities
with respect to discharges into the environment, and establishes significant criminal and civil penalties against those persons
who are primarily responsible for such discharges.

 The
Resource Conservation and Recovery Act (RCRA). RCRA was designed and implemented to regulate the disposal of solid and hazardous
wastes. It restricts solid waste disposal practices and the management, reuse or recovery of solid wastes and imposes substantial
additional requirements on the subcategory of solid wastes that are determined to be hazardous. Like the Clean Water Act, RCRA
provides for citizens' suits to enforce the provisions of the law.

 National
Historic Preservation Act. The National Historic Preservation Act was designed and implemented to protect historic and cultural
properties. Compliance with the Act is necessary where federal properties or federal actions are undertaken, such as mineral exploration
on federal land, which may impact historic or traditional cultural properties, including native or Indian cultural sites.

 In
the fiscal year ended August 31, 2024, RTMD incurred minimal costs in complying with environmental laws and regulations in relation
to its operating activities.

 Employees

 Including
our executive officers, we currently have two full-time employees. We also utilize the services of qualified consultants with
geological and mineralogical expertise as well as an individual for accounting services.

 Investment
Company Act Exclusion

 Section
3(c)(9) of the Investment Company Act of 1940, as amended ("1940 Act"), provides that a company "substantially
all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein,
or certificates of interest or participation in or investment contracts relative to such royalties, leases, or fractional interests"
is not an investment company within the meaning of the 1940 Act. The Company has determined that this exemption applies to it
giving consideration to the following four factors:

 whether
 the exempted activity constitutes "substantially all" of our business;

 The
 Company has owned mineral leases since 2010, all of our business to date has been comprised of owning and developing the mineral
 leases and, after the May 2021 "farm-down" of its 100% interest in the mineral leases, substantially all of our
 business continues to be comprised of owning and holding a certificate of interest and a participation in the mineral leases
 owned by Round Top. The Company's mineral assets historically, as well as the value of the certificate of interest at
 August 31, 2024, have been booked at cost in accordance with accounting principles generally accepted in the United States
 of America ("U.S. GAAP"). We have an accumulated deficit of approximately $43.2 million at August 31, 2024 as
 a result of owning and developing the Round Top Project.

 whether
 we own or trade in the mineral leases;

 The
 Company has owned the mineral leases, which are now owned by Round Top, since 2010 and neither the Company nor Round Top is
 in the business of dealing or trading in the mineral leases.

 what
 qualifies as an eligible asset for purposes of the exception; and

 The
 statute specifically references mineral leases and our mineral leases were owned by the Company and are now owned by Round
 Top. In accordance with Regulation S-K Item 1300 that governs disclosure by registrants engaged in mining operations, the
 definition of mineral resource is "a concentration or occurrence of material of economic interest in or on the Earth's
 crust." Our rare earth elements and minerals underlying the mineral leases meet that definition, as well as does coal,
 silver, gold and other material mined for economic value by registrants involved in mining operations. The SEC staff has recognized
 that an excepted entity can also engage in related business activities such as exploring, developing, and operating the eligible
 assets.

 what
 qualifies as a "certificate of interest or participation in" or an "investment contract relative to"
 the eligible assets.

 The
 statute allows a Company to own a "certificate of interest" or "participation in" the mineral leases.
 The SEC staff has advised that limited partnership interests and/or similar securities issued by entities that themselves
 own the leases constitute "certificate of interest or participation in or investment contracts" related to such
 leases. The Company's 19.323% membership interest in Round Top constitutes a "certificate of interest" and
 a "participation in" the mineral leases that are owned by Round Top.

 The
Company intends to continue to conduct its business operations in order to continue to be excluded from the definition of an "investment
company" under the 1940 Act.

 Available
Information

 We
make available, free of charge, on or through our Internet website, at  our annual reports on Form 10-K, our
quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Exchange Act. Our Internet website and the information contained therein or connected thereto
are not intended to be, and are not incorporated into this Annual Report.

 ITEM
1A. RISK FACTORS

 The
following sets forth certain risks and uncertainties that could have a material adverse effect on our business, financial condition
and/or results of operations, and the trading price of our common stock which may decline (it has recently declined and may continue
to further decline) and investors may lose all or part of their investment. These risk factors should be considered along with
the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results
or financial condition to differ materially from those projected in forward-looking statements. Additional risks and uncertainties
that we do not presently know or that we currently deem immaterial also may impair our business operations. We cannot assure you
that we will successfully address these risks or that other unknown risks exist that may affect our business.

 Risks
Associated with Our Investment in Round Top

 Failure
to fund cash calls.

 USARE,
as manager, will issue monthly cash calls pursuant to adopted Budgets. Both parties, as members, will have 10 days after receipt
of such a billing to meet the cash call. Failure to meet a cash call results in dilution. The governing provisions of the Operating
Agreement with respect to cash calls and dilution are as follows:

 Cash
Calls.

 On
the basis of the adopted program and budget then in effect, the manager will submit to each member monthly cash calls at least
10 days before the last day of each month, and within 10 days of receipt, (a) USARE will pay to RTMD, as an additional capital
contribution, its proportionate share of the estimated cash requirements based on its interest and (b) the Company will either
(i) pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its
interest, or (ii) deliver to RTMD a written notice indicating what amount, if any, of the applicable estimated cash requirements
that the Company will contribute, being the Notice of Non-Contribution. Failure by the Company to deliver payment of its proportionate
share of the estimated cash requirements, as an additional capital contribution, or to deliver a Notice of Non-Contribution within
the 10 day period shall automatically be considered a "Deemed Non-Contribution" and shall have the same effect as
if the Company provided a timely Notice of Non-Contribution with respect to non-contribution of its entire proportionate share
of the applicable cash call.

 Remedies
for Failure to Meet Cash Calls

 Non-Contribution.
Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all or any portion of
any additional capital contribution that it is required to contribute pursuant to a Notice of Non-Contribution or a Deemed Non-Contribution,
then USARE shall fund the entire shortfall, being the Shortfall Amount, within 5 business days after the Notice of Non-Contribution
or Deemed Non-Contribution.

 Dilution.
Upon the contribution of the Shortfall Amount by USARE, the interests of the members will be recalculated based on the adjustment
provision set forth below in the sub-heading "– Adjustment of Interests".

 Maximum
Dilution. The dilution of the Company shall not fall below a 3% interest in RTMD, being the Minimum Percentage Interest. Upon
the contribution by USARE of a Shortfall Amount which otherwise would result in a dilution of the Company below the Minimum Percentage
Interest, USARE will receive a priority distribution of available cash, in addition to a distribution of available cash to which
USARE otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant to the applicable
cash call request, up to the Shortfall Amount that would have resulted in the Company's interest being further diluted but
for the Minimum Percentage Interest, being the Priority Distribution. The Priority Distribution will continue until USARE has
been reimbursed for its contribution of the Shortfall Amount that would have resulted in the Company having an interest below
the Minimum Percentage Interest, after which time the members shall receive distributions of available cash pro rata in proportion
to their respective interests.

 Adjustment
of Interests.

 If
USARE contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject to the Minimum
Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget,
by a fraction, expressed as a percentage:

 the
 numerator of which equals the Shortfall Amount actually funded by USARE; and

 the
 denominator of which equals the market capitalization of the Company.

 As
such, the failure by us to fund our cash calls will result in dilution to our membership interest in RTMD, which could be significant
over time and could ultimately reduce us to a 3% membership interest and possibly a Priority Distribution owed to USARE, as described
above. Dilution to our membership interest in RTMD will adversely affect the value of our Company and likely the value of our
Common Stock. If our market capitalization continues to decrease, this result will negatively impact the dilution calculation.
We currently do not have the necessary capital to fund future cash calls and there can be no assurance that we will be able to
raise additional capital to fund cash calls. Moreover, the raising of capital by issuing shares of Common Stock will result in
dilution to our then existing common stockholders.

 Certain
matters that require unanimous management committee approval will not be applicable if the Company's membership interest
falls below 15% in Round Top.

 Meetings
will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting
is by simple majority except for certain "major decisions" that require a unanimous vote. So long as the Company maintains
a 15% or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If the
Company's ownership interest falls below 15%, the number of unanimous decisions is reduced to five (being the first five
bullet points below). If the Company is acquired by a REE mining company or sells its ownership interest to a REE mining company,
in each case who elects a majority of the Company's board of directors, this unanimous approval requirement can be suspended
by USARE, at its option. The major decisions requiring unanimous approval, as set forth above, are:

 approval
 of an amendment to any Budget that causes the Budget to increase by 15% or more, except for emergencies;

 other
 than purchase money security interests or other security interests in Round Top equipment to finance the acquisition or lease
 of Round Top equipment used in operations, the consummation of a project financing or the incurrence by Round Top of any indebtedness
 for borrowed money that requires the guarantee by any member of any obligations of Round Top;

 substitution
 of a member under certain circumstances and dissolution of Round Top;

 the
 issuance of an ownership interest or other equity interest in Round Top, or the admission of any person as a new member of
 Round Top, other than in connection with the exercise of a right of first offer by a member;

 the
 redemption of all or any portion of an ownership interest, except for limited circumstances provided for in the Operating
 Agreement;

 a
 decision to grant authorization for Round Top to file a petition for relief under any chapter of the United States Bankruptcy
 Code, to consent to such relief in any involuntary petition filed against Round Top by any third party, or to admit in writing
 any insolvency of Round Top or inability to pay its debts as they become due, or to consent to any receivership of Round Top;

 acquisition
 or disposition of significant mineral rights, other real property or water rights outside of the area of interest as set forth
 in the Operating Agreement or outside of the ordinary course of business;

 the
 merger of Round Top into or with any other entity; and

 the
 sale of all or substantially all of Round Top's assets.

 Any
future dilution of our membership interest in RTMD below 15% will adversely impact our input with respect to certain RTMD corporate
actions, which could adversely affect us.

 We
have relied on an exclusion from the definition of "investment company" in order to avoid being subject to the Investment
Company Act of 1940. To the extent the nature of our business changes in the future, we may become subject to the requirements
of the 1940 Act, which would limit our business operations and require us to spend significant resources in order to comply with
the 1940 Act.

 The
1940 Act defines an "investment company," among other things, as an issuer that is engaged in the business of investing,
reinvesting, owning, holding or trading in securities and owns investment securities having a value exceeding 40 percent of the
issuer's unconsolidated assets, excluding cash items and securities issued by the federal government. However, the 1940
Act excludes from this definition any person substantially all of whose business consists of owning or holding oil, gas or other
mineral royalties or leases or fractional interests therein, or certificates of interest or participation relating to such mineral
royalties or leases. W e believe that we satisfy this mineral company exception to the definition
of "investment company. " If our reliance on the mineral company exclusion from
the definition of investment company is misplaced, we may have been in violation of the 1940 Act, the consequences of which can
be significant. For example, investment companies that fail to register under the 1940 Act are prohibited from conducting business
in interstate c ommerce, which includes selling securities or entering into other contracts
in interstate commerce. Section 47(b) of the 1940 Act provides that a contract made, or whose performance involves, a violation
of the 1940 Act is unenforceable by either party unless a court finds that enforcement would produce a more equitable result than
non-enforcement. Similarly, a court may not deny rescission to any party seeking to rescind a contract that violates the 1940
Act, unless the court finds that denial of rescission would produce a more equitable result than granting rescission. Accordingly,
for example, any investor who purchases our securities during any period in which we were required to register as investment company
may seek to rescind their subscriptions.

 If
in the future the nature of our business changes, or a regulatory agency would disagree with our analysis regarding the exclusion
from the 1940 Act, such that the mineral company exception to the threshold definition of investment company is not available
to us, we will be required to register as an investment company with the SEC. The ramifications of becoming an investment company,
both in terms of the restrictions it would have on our Company and the cost of compliance, would be significant. For example,
in addition to expenses related to initially registering as an investment company, the 1940 Act also imposes various restrictions
with regard to our ability to enter into affiliated transactions, the diversification of our assets and our ability to borrow
money. If we became subject to the 1940 Act at some point in the future, our ability to continue pursuing our business plan would
be severely limited as it would be significantly more difficult for us to raise additional capital in a manner that would comply
with the requirements of the 1940 Act. To the extent we are unable to raise additional capital, we may be forced to discontinue
our operations or sell or otherwise dispose of our mineral assets.

 Risk
Related to Our Business, Including Being an Owner of a 19.323% Membership Interest in a Mineral Project Being Operated by Round
Top

 Our
financial statements have been prepared assuming that the Company will continue as a going concern.

 Our
financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated
deficit from inception through August 31, 2024, of approximately $43,177,000 and has yet to achieve profitable operations, and
projects further losses in the development of its business. At August 31, 2024, the Company had a working capital surplus of approximately
$432,000; however the Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary
financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

 The
Company does not have sufficient capital to fund any cash calls expected during the fiscal year ending August 31, 2025 or thereafter.
Moreover, the Company only has sufficient cash to fund expected general and administrative expenses through February 2025 (not
for the entire fiscal year ending August 31, 2025). We have not been informed by Round Top of the estimated budget for the 12
months ended August 31, 2025. During the fiscal year ended August 31, 2024, we did not fund our $898,740 portion of the $4,200,996
total cash call by Round Top, and elected to incur dilution to our Round Top membership interest which as of August 31, 2024 and
as of the date of this Annual report was 19.323%. The failure of the Company to make required cash calls to Round Top during the
remainder of our 2025 fiscal year will result in further dilution to our current 19.323% ownership interest. We currently expect
to incur continued dilution to our membership interest in Round Top rather than to fund our cash call obligations during the fiscal
year ending August 31, 2025. The Company will be required to raise additional capital to fund general and administrative expenses
during the fiscal year ended August 31, 2025 as we currently have capital to fund estimated general and administrative expenses
through February 2025. There can be no assurance that the Company will be able to raise the necessary capital to fund its cash
calls (if it determines not to continue to incur dilution) and expected general and administrative expenses to be incurred in
the fiscal year ended August 31, 2025. We have no firm commitments for equity or debt financing and any financing that may be
obtained will be on a best efforts basis. Based on these factors, there is substantial doubt as to the Company's ability
to continue as a going concern for a period of twelve months from the issuance date of these financial statements. The failure
to obtain sufficient financing may cause us to curtail, cease or discontinue operations.

 We
have a history of losses and will require immediate additional financing to fund operations. Failure to obtain immediate additional
financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty
on our ability to continue as a going concern in future periods.

the fiscal year ended August 31, 2024, we had no revenues. For the fiscal year ended August 31, 2024, our net loss was approximately
$833,000 and our accumulated deficit at August 31, 2024 was approximately $43.2 million. At August 31, 2024, our cash position
was approximately $428,000 and our working capital surplus was approximately $432,000. Round Top has not commenced commercial
production on any of its mineral properties, and there can be no assurance that the Round Top Project will ever commence commercial
production.

the fiscal year ending August 31, 2025, it is likely that USARE will be required to fund our portion of the current Round Top
Budget to optimize the leaching and developing of the CIX/CIC processing of the Round Top Project, based on our current cash position
(which will result in dilution to our membership interest in RTMD). Initial process design work will be carried out at USARE's
facility in Wheat Ridge, Colorado. Pending completion of the initial process development, this facility will either be relocated
to or replicated at USARE's Oklahoma facility where a pilot plant is expected to be established. It is estimated that the
Round Top Project will require additional time and further expenditure to complete a bankable feasibility study, if at all.

 The
Company will likely continue to elect to incur dilution to its Round Top membership interest in lieu of providing cash payments
to fund its portion of the Round Top Budget, as we don't have sufficient capital to fund any cash calls during the fiscal
year ending August 31, 2025 or thereafter. We also lack sufficient capital to fund general and administrative expenses during
the fiscal year ending August 31, 2025, as our current capital resources only cover expected general and administrative expenditures
through February 2025. We will need to raise additional capital to fund our operations during this fiscal year. There can be no
assurance that we will be able to raise the necessary capital to fund our operations during this current fiscal year or thereafter.
The failure to fund our portion of the Round Top Budget during this current fiscal year and/or thereafter will result in the continued
dilution of our membership interest in Round Top (currently 19.323%, which dilution during this current fiscal year and/or thereafter
could be significant), and the failure to fund general and administrative expenses during this current fiscal year or thereafter
would likely cause us to curtail or cease our operations. The most likely source of future financing presently available to us
is through the sale of our securities, of which there is no assurance that we will be able to raise additional capital on reasonable
terms, if at all. Any sale of our shares of Common Stock to raise capital 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. Additionally, the actual or perceived sale of additional shares
of Common Stock could have the effect of decreasing our stock price, which would further exacerbate dilution to our existing shareholders
(as well as negatively impacting the dilution calculation of our membership interest in Round Top). Alternatively, we may rely
on debt financing and assume debt obligations that require us to make substantial interest and principal 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 commitments
with respect to obtaining equity or debt financing and, accordingly, we will be reliant upon a best efforts financing strategy.
The failure to obtain sufficient financing in this current fiscal year (or subsequent thereto) will result in the continued dilution
of our membership interest in RTMD (which could be significant) and will likely cause us to curtail or discontinue operations.

 We
have a limited operating history on which to base an evaluation of our business and properties.

 Any
investment in the Company should be considered a high-risk investment because investors will be placing funds at risk in an early
stage, under-capitalized business with unforeseen costs, expenses, competition, a history of operating losses and other problems
to which start-up ventures are often subject. Investors should not invest in the Company unless they can afford to lose their
entire investment. Your investment must be considered in light of the risks, expenses, and difficulties encountered in establishing
a new business in a highly competitive and mature industry. Our operating history has been restricted to the sampling of the Round
Top Project and this does not provide a meaningful basis for an evaluation of the Round Top Project. Other than through conventional
and typical exploration methods and procedures, we have no additional way to evaluate the likelihood of whether the Round Top
Project contains commercial quantities of mineral reserves or, if it does, that it will be operated successfully. We anticipate
that we will continue to incur operating costs in the form of cash calls in connection with our current 19.323% membership interest
in Round Top without realizing any revenues during the foreseeable future. If we continue to satisfy our Round Top cash call obligations
through dilution to our then current membership interest, then we will incur continued dilution to our membership interest, which
could be significant. To date, substantially all of our business consists of owning a 19.323% membership interest in Round Top
as of the date of this Annual Report.

 The
Round Top Project is in the exploration stage. There is no assurance that Round Top can establish the existence of any mineral
reserve from the Round Top Project in commercially exploitable quantities. Until then, we cannot earn any revenues from the Round
Top Project, and our business could fail.

 We
have not established that the Round Top Project contains any commercial exploitable quantities of mineral reserve, nor can there
be any assurance that we will be able to do so. The probability of the Round Top Project ever having a commercial exploitable
mineral reserve that meets the requirements of the SEC may be remote. Even if we do eventually discover commercial exploitable
quantities of mineral reserve on the Round Top Project, there can be no assurance that it can be developed into a producing mine
and extract those minerals. Both mineral exploration and development involve a high degree of risk and few properties, which are
explored, are ultimately developed into producing mines.

 The
commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size,
grade and other attributes of the mineral deposit, the proximity of the deposit to infrastructure such as a smelter, roads and
a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them
could increase costs and make extraction of any identified mineral deposit unprofitable.

 Even
if commercial viability of a mineral deposit is established, it may take several years in the initial phases of drilling until
production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required
to establish proven and probable reserves through drilling and bulk sampling, to determine the optimal metallurgical process to
extract the metals from the ore and, in the case of new properties, to construct mining and processing facilities. Because of
these uncertainties, no assurance can be given that our exploration programs will result in the establishment or expansion of
a mineral deposit or reserves.

 The
Round Top Project is a high risk project and investors should not make an investment in the Company unless you have the ability
to lose your entire investment.

 There
is no history of producing metals from the Round Top Project.

 There
is no history of producing metals from the Round Top Project. The Round Top Project is an exploration stage property in the early
stage of exploration and evaluation. Advancing properties from exploration into the development stage requires significant capital
and time, and successful commercial production from the Round Top Project, if any, will be subject to completing feasibility studies,
permitting and construction of the mine, processing plants, roads, and other related works and infrastructure. As a result, we
are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

 completion
 of feasibility studies to verify reserves and commercial viability, including the ability to find sufficient REE reserves
 to support a commercial mining operation;

 the
 timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction
 of infrastructure, mining and processing facilities;

 the
 availability and costs of drill equipment, exploration personnel, skilled labor and mining and processing equipment, if required;

 the
 availability and cost of appropriate smelting and/or refining arrangements, if required, and securing a commercially viable
 sales outlet for our products;

 compliance
 with environmental and other governmental approval and permit requirements;

 the
 availability of funds to finance exploration, development and construction activities, as warranted;

 potential
 opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or
 prevent development activities;

 dilution
 to our membership interest in Round Top, which could be significant;

 potential
 increases in exploration, construction and operating costs due to changes in the cost of fuel, power, materials and supplies;
 and

 potential
 shortages of mineral processing, construction and other facilities related supplies.

 The
costs, timing and complexities of exploration, development and construction activities may be increased by the location of the
Round Top Project (or other properties that may subsequently be acquired) and demand by other mineral exploration and mining companies.
It is common in exploration programs to experience unexpected problems and delays during drill programs and, if warranted, development,
construction and mine start-up activities. Accordingly, Round Top's activities may not result in profitable mining operations
and Round Top may not succeed in establishing mining operations or profitably producing metals with respect to the Round Top Project.
This is a high risk project and investors should not make an investment in the Company unless you have the ability to lose your
entire investment.

 If
Round Top establishes the existence of a mineral reserve in the Round Top Project in a commercially exploitable quantity, of which
there can be no assurance, we will require additional capital in order to maintain our current membership interest in Round Top
and fund our proportionate costs to develop the property into a producing mine. If we cannot raise this additional capital, our
membership interest in RTMD will be diluted, our membership interest will lose value, and our Company could fail.

 Round
Top will be required to expend significant funds to determine if there exist mineral reserves in commercially exploitable quantities
in the Round Top Project, and then Round Top will be required to expend substantial additional sums of money to establish the
extent of the reserve, develop processes to extract it and develop extraction and processing facilities and infrastructure. Each
of USARE and the Company, as the members of Round Top, will likely need to fund such expenditure. Our failure to raise capital
to fund our portion of future cash calls will result in our current 19.323% membership interest being diluted. Round Top does
not have adequate capital to fund expenditures at the project level, therefore requiring the members to fund cash calls based
upon our current ownership interests in Round Top and we can elect to satisfy our cash call obligations through incurring dilution
to our Round Top membership interest. There is no assurance that any Round Top project level financing can ever be obtained, which
will depend initially upon obtaining a preliminary feasibility study which has not been obtained to date and of which there can
be no assurance that such a preliminary feasibility study will be obtained. As such, there is no assurance that, either at the
member level or project level, the necessary financing can be obtained to develop necessary facilities and infrastructure to accomplish
our goals. Although Round Top may derive substantial benefits from the discovery of a mineral deposit, there can be no assurance
that such a deposit will be large enough to justify commercial operations, nor can there be any assurance that Round Top will
be able to raise the funds at the Round Top level required for development on a timely basis. If Round Top cannot raise the necessary
capital at the Round Top level or complete the necessary facilities and infrastructure, cash calls from the members will continue
and if we can't fund our position, our membership interest will continue to be diluted (which dilution could be significant)
and/or our business may fail and your investment in our Common Stock will be lost. Our current membership interest is 19.323%,
and it should be expected that our membership interest will be further diluted during this current fiscal year.

 Our
exploration activities may not be commercially successful.

 Our
long-term success depends on our ability to identify mineral deposits in the Round Top Project or other properties we may acquire,
if any, that we can then develop into commercially viable mining operations. Our belief that the Round Top Project contains commercially
exploitable minerals has been based solely on preliminary tests that Round Top has conducted and data provided by third parties
(including USARE). There can be no assurance that the tests and data upon which we have relied is correct or accurate and, accordingly,
there is no assurance that the Round Top Project contains commercially exploitable minerals. Moreover, mineral exploration is
highly speculative in nature, involves many risks and is frequently non-productive. Unusual or unexpected geologic formations
and the inability to obtain suitable or adequate machinery, equipment or labor are risks involved in the conduct of exploration
programs. The success of mineral exploration and development is determined in part by the following factors:

 the
 identification of potential mineralization based on analysis;

 the
 availability of exploration permits;

 the
 quality of our management and our geological and technical expertise; and

 the
 capital available for exploration.

 Substantial
expenditures and time are required to establish existing proven and probable reserves through drilling and analysis, to develop
metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen
for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation,
the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely;
and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land
use, allowable production, importing and exporting of minerals and environmental protection. Any one or a combination of these
factors may result in us not receiving a return on our investment in Round Top or any other mineral project we may pursue. The
decision to abandon a project will have an adverse effect on the market value of our securities and our ability, if any, to raise
future financing.

 Increased
costs could affect our financial condition.

 We
anticipate that costs at the Round Top Project if and as it may be developed, if warranted, will frequently be subject to variation
from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any,
in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such
as fuel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that
could make production at certain operations less profitable. A material increase in costs at any significant location could have
a significant effect on the Round Top operations as well as Round Top member funding requirements.

 Macroeconomic
conditions, domestic and global political turbulence could have a materially adverse impact on our business, financial condition,
or results of operations.

 Macroeconomic
conditions, such as high inflation, changes to monetary policy, high interest rates, volatile currency exchange rates, decreasing
consumer confidence and spending, and global or local recessions could negatively impact our business, financial condition, or
results of operations. Recent macroeconomic conditions have been and likely will continue to be adversely impacted by political
instability and military hostilities in multiple geographies (including the ongoing conflict between Ukraine and Russia and the
conflict in the Middle East). The results of these macroeconomic conditions, and the actions taken by governments and consumers
in response, have, and may continue to, result in higher inflation and higher interest rates in the U.S. and globally, which may,
in turn, lead to an increase in costs and cause changes in fiscal and monetary policy, including additional increased interest
rates.

 No
assurance that the Company will enter into any agreement with respect to the potential Alhambra project owned by Santa Fe or that
this project will proceed.

 While
the Company has entered into a mineral exploration and option agreement with Santa Fe, there is no assurance the Company will
enter into a formal joint venture agreement or otherwise pursue this project. Even if the Company enters into a formal joint venture
agreement with Santa Fe, there is no assurance that this project will be economically feasible, that exploration will be successful
or that this project will be a commercial success. The Company is currently pursuing financing sources for this project and there
can be no assurance that the Company will be able to arrange and procure necessary financing to commercially exploit a silver
property currently held by Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. The status of our electromagnetic
surveying and testing with respect to this project is preliminary in nature and there can be no assurance that this project will
proceed or that results will be positive. There can be no assurance that we will have the financial resources to continue to fund
exploration activities in future periods, thus jeopardizing the continuation of the option. There is no assurance that this project
will ever materialize.

 Licensing
and permitting of mining operations in the State of New Mexico is difficult and could have a material effect on the length of
time and cost of securing the required permits.

 Regulatory
agencies governing permitting include the New Mexico Mining and Minerals Division of the State of New Mexico, New Mexico Environmental
Department, New Mexico Office of the State Engineer, the US Forest Service, the US Fish and Wildlife Service, the EPA, Mine Safety
and Health Administration and Grant County, New Mexico. Permitting process is also vulnerable to the intrusion of various non-governmental
organizations hostile to mining. Accordingly, there is no assurance that we will be able to obtain the necessary permits with
respect to the Alhambra project, either at the state or federal level.

 A
shortage of equipment and supplies could adversely affect our ability to operate our business.

 Round
Top is and will be dependent on various supplies and equipment to carry out mining exploration and, if warranted, development
operations. The shortage of such supplies, equipment and parts could have a material adverse effect on the ability to carry out
Round Top's operations and therefore limit or increase the cost of production.

and mineral exploration is inherently dangerous and subject to conditions or events beyond our control, which could have a material
adverse effect on our business and plans.

and mineral exploration involves various types of risks and hazards, including:

 environmental
 hazards;

 power
 outages;

 metallurgical
 and other processing problems;

 unusual
 or unexpected geological formations;

 personal
 injury, flooding, fire, explosions, cave-ins, landslides and rock-bursts;

 inability
 to obtain suitable or adequate machinery, equipment, or labor;

 metals
 losses;

 fluctuations
 in exploration, development and production costs;

 labor
 disputes;

 unanticipated
 variations in grade;

 mechanical
 equipment failure; and

 periodic
 interruptions due to inclement or hazardous weather conditions.

 These
risks could result in damage to, or destruction of, the Round Top Project, production facilities or other properties, personal
injury, environmental damage, delays in mining, increased production costs, monetary losses and possible legal liability. Round
Top may not be able to obtain insurance to cover these risks at economically feasible premiums. Insurance against certain environmental
risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from
production, may be prohibitively expensive. Round Top may suffer a material adverse effect on its business if not covered by insurance
policies.

 The
figures for our mineralization are estimates based on interpretation and assumptions and may yield less mineral production under
actual conditions than is currently estimated.

 Unless
otherwise indicated, mineralization figures presented in this Annual Report and in our filings with securities regulatory authorities,
press releases and other public statements that may be made from time to time are based upon estimates made by independent geologists
and our internal geologists. When making determinations about whether to advance to development any project that we have or may
have interest in will be reliant upon such estimated calculations as to the mineral reserves and grades of mineralization on our
properties. Until ore is actually mined and processed, mineral reserves and grades of mineralization must be considered as estimates
only. All resource and grade estimates are based on state of the art analytical methods. However, any procedure for analyzing
small amounts of metals in a chemically complex matrix may be subject to error and other uncertainties.

 Estimates
made to date rely on geophysical data, and geophysics is an indirect method of exploration and must be verified by drilling and
underground investigation. Additionally, estimates can be imprecise and depend upon geological interpretation and statistical
inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that:

 these
 interpretations and inferences will be accurate;

 mineralization
 estimates will be accurate; or

 this
 mineralization can be mined or processed profitably.

 Investors
should not rely upon any such figures in making an investment decision to acquire our Common Stock.

 The
Round Top operations may contain significant uninsured risks which could negatively impact future profitability.

 Any
exploration of the Round Top Project will be subject to certain risks, including unexpected or unusual operating conditions including
rock bursts, cave-ins, flooding, fire and earthquakes. It is not always possible to insure against these risks. Should events
such as these arise, they could reduce or eliminate our investment in Round Top as well as result in increased costs and a decline
in the value of our investment.

operations are subject to market forces outside of our control which could negatively impact us.

 The
marketability of minerals is affected by numerous factors beyond our control including market fluctuations, government regulations
relating to prices, taxes, royalties, allowable production, imports, exports and supply and demand. One or more of these risk
elements could have an impact on the costs of the Round Top operations and, if significant enough, could impact our investment.

 We
may be adversely affected by fluctuations in demand for, and prices of, rare earth minerals and products.

 The
goal is for Round Top to derive revenues, if any (and of which there can be no assurance), from the sale of rare earth and related
minerals by Round Top. Changes in demand for, and the market price of, these minerals could significantly affect us. The value
and price of our Common Stock and our financial results may be significantly adversely affected by declines in the prices of rare
earth minerals and products. Rare earth minerals and product prices may fluctuate and are affected by numerous factors beyond
our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the relative value of the U.S. dollar
against foreign currencies on the world market, global and regional supply and demand for rare earth minerals and products, and
the political and economic conditions of countries (including specifically China and the U.S.'s relationship with China
at any given time) that produce rare earth minerals and products.

 A
prolonged or significant economic contraction in the United States or worldwide could put further downward pressure on market
prices of rare earth minerals and products. Protracted periods of low prices for rare earth minerals and products could significantly
reduce revenues and the availability of required development funds in the future. This could cause substantial reductions to,
or a suspension of, REO production operations, impair asset values and if reserves are established on our prospects, reduce our
proven and probable rare earth ore reserves.

 In
contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to rare earth minerals
supply and demand and ultimately to the broader markets. Periods of high rare earth mineral market prices generally are beneficial
to us. However, strong rare earth mineral prices also create economic pressure to identify or create alternate technologies that
ultimately could depress future long-term demand for rare earth minerals and products, and at the same time may incentivize development
of otherwise marginal mining properties.

 Permitting,
licensing and approval processes are required for the operations at the Round Top Project and obtaining and maintaining required
permits and licenses is subject to conditions which may be unable to be achieved.

 Both
mineral exploration and extraction at the Round Top Project requires permits from various federal, state, provincial and local
governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development,
mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. Permits known to be required are (i) an operating plan for the conduct
of exploration and development approved by the GLO, (ii) an operating plan for production approved by the GLO, (iii) various reporting
to and approval by the Texas Railroad Commission regarding drilling and plugging of drill holes, and (v) reporting to and compliance
with regulations of the Texas Commission of Environmental Quality. If Round Top recovers uranium at the Round Top Project, it
will be required to obtain a source material license from the United States Nuclear Regulatory Commission. Round Top may also
be subject to the reporting requirements and regulations of the Texas Department of Health. Such licenses and permits are subject
to changes in regulations and changes in various operating circumstances. Companies that engage in exploration activities often
experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws,
regulations and permits. Issuance of permits for the Round Top activities is subject to the discretion of government authorities,
and Round Top may be unable to obtain or maintain such permits. Permits required for future exploration or development may not
be obtainable on reasonable terms or on a timely basis. There can be no assurance that Round Top will be able to obtain or maintain
any of the permits required for the continued exploration or development of the Round Top Project (or any other of our mineral
properties that we may subsequently acquire) or for the construction and operation of a mine on our properties that we may subsequently
acquire at economically viable costs. If Round Top cannot accomplish these objectives, the business of Round Top could face difficulty
and/or fail, adversely affecting us as a member.

 Round
Top is subject to significant governmental regulations, which affect its operations and costs of conducting its business.

 Round
Top's current and future operations are and will be governed by laws and regulations, including:

 laws
 and regulations governing mineral concession acquisition, prospecting, development, mining and production;

 laws
 and regulations related to exports, taxes and fees;

 labor
 standards and regulations related to occupational health and mine safety;

 environmental
 standards and regulations related to waste disposal, toxic substances, land use and environmental protection; and

 other
 matters.

 Corporations
engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of
the need to comply with applicable laws, regulations and permits. Failure to comply with applicable laws, regulations and permits
may result in enforcement actions, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring
operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional
equipment or costly remedial actions. Round Top may be required to compensate those suffering loss or damage by reason of its
mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations
and permits.

 Existing
and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent
implementation, could have a material adverse impact on Round Top's business and cause increases in capital expenditures
or require abandonment or delays in exploration.

 Regulations
and pending legislation governing issues involving climate change could result in increased operating costs, which could have
a material adverse effect on Round Top as well as any other business in which we engage.

 A
number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate
change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change
could impose significant costs on Round Top, our venture partners and our suppliers, including costs related to increased energy
requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted
future climate change regulations could also negatively impact the ability to compete with companies situated in areas not subject
to such limitations. Given the emotion, political significance and uncertainty around the impact of climate change and how it
should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance
and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global
marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The
potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic
circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages,
changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance
of the Round Top operations or any other mineral projects we may pursue.

 Round
Top's exploration and development activities are subject to environmental risks, which could expose Round Top to significant
liability and delay, suspension or termination of our operations.

 The
exploration, possible future development and production phases of the Round Top business will be subject to federal, state and
local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards
and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous
waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines
and penalties for non-compliance, more stringent environmental assessments, and a heightened degree of responsibility for companies
and their officers, directors and employees. Future changes in environmental regulations, if any, may adversely affect our operations.
If Round Top fails to comply with any of the applicable environmental laws, regulations or permit requirements, it could face
regulatory or judicial sanctions. Penalties imposed by either the courts or administrative bodies could delay or stop operations
or require a considerable capital expenditure. Although Round Top intends to comply with all environmental laws and permitting
obligations in conducting its business, there is a possibility that those opposed to exploration and mining will attempt to interfere
with its operations, whether by legal process, regulatory process or otherwise.

 Environmental
hazards unknown to Round Top, which have been caused by previous or existing owners or operators of the properties, may exist
on the properties comprising the Round Top Project. It is possible that these properties could be located on or near the site
of a Federal Superfund cleanup project; as such, it is possible that environmental cleanup or other environmental restoration
procedures could remain to be completed or mandated by law, causing unpredictable and unexpected liabilities to arise.

 The
Comprehensive Environmental, Response, Compensation, and Liability Act ("CERCLA"), and comparable state statutes,
impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of
or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims
requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for
neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous
substances released into the environment. The Federal Resource Conservation and Recovery Act ("RCRA"), and comparable
state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties
for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability
for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such
sites have been completed.

 The
Clean Air Act, as amended, restricts the emission of air pollutants from many sources, including mining and processing activities.
Our mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage
facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring
and/or control requirements under the Clean Air Act and state air quality laws. New facilities may be required to obtain permits
before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition,
permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply
with the rules.

 The
National Environmental Policy Act ("NEPA") requires federal agencies to integrate environmental considerations into
their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits
to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment,
the agency must prepare a detailed statement known as an Environmental Impact Statement ("EIS"). The U.S. Environmental
Protection Agency ("EPA"), other federal agencies, and any interested third parties will review and comment on the
scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in issuance
of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact
the economic feasibility of a proposed project.

 The
Clean Water Act ("CWA"), and comparable state statutes, imposes restrictions and controls on the discharge of pollutants
into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the
terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water mining facilities and requires
a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm
water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill
material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable
state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability
on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for
natural resource damages resulting from the release.

 The
Safe Drinking Water Act ("SDWA") and the Underground Injection Control ("UIC") program promulgated thereunder,
regulate the drilling and operation of subsurface injection wells. EPA directly administers the UIC program in some states and
in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before
drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities
may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SWDA and state laws. In
addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property
damages, and bodily injury.

 Round
Top could be subject to environmental lawsuits.

 Neighboring
landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property
damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around the Round
Top Project. There can be no assurance that any defense of such claims will be successful. A successful claim against Round Top
could have an adverse effect on not only Round Top, but us and our business prospects, financial condition and results of operation.

 Land
reclamation requirements for the Round Top Project may be burdensome and expensive.

 Although
variability exists by location and the governing authority, land reclamation requirements are generally imposed on mineral exploration
companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.

 Reclamation
may include requirements to:

 control
 dispersion of potentially deleterious effluents;

 treat
 ground and surface water to drinking water standards; and

 reasonably
 re-establish pre-disturbance land forms and vegetation.

 In
order to carry out reclamation obligations imposed on Round Top in connection with potential development activities, Round Top
must allocate financial resources that might otherwise be spent on further exploration and development programs. Round Top plans
to set up a provision for our reclamation obligations on its properties, as appropriate, but this provision may not be adequate.
If Round Top is required to carry out unanticipated reclamation work, its financial position could be adversely affected. In accordance
with GLO lease/prospecting permits, all the areas impacted by the surface operations shall be reclaimed upon completion of the
activity, including (a) removal of all trash, debris, plastic and contaminated soil by off-site disposal, and (b) upon completion
of surface grading, the soil surface shall be left in a roughened condition to negate wind and enhance water infiltration.

presents potential health risks; payment of any liabilities that arise from these health risks may adversely impact Round Top.

 Complying
with health and safety standards will require additional expenditure on testing and the installation of safety equipment. Moreover,
inhalation of certain minerals can result in specific potential health risks. Symptoms of these associated diseases may take years
to manifest. Failure to comply with health and safety standards could result in statutory penalties and civil liability. Round
Top does not currently maintain any insurance coverage against these health risks. The payment of any liabilities that arise from
any such occurrences could have a material, adverse impact on Round Top.

 There
may be challenges to the title of the Round Top Project or any other mineral properties that we may acquire.

 We
expect that any additional properties to be acquired by Round Top or by us (with respect to any other opportunities) will be by
unpatented claims or by lease from those owning the property. The lease of the Round Top Project property was issued by the State
of Texas. The validity of title to many types of natural resource property depends upon numerous circumstances and factual matters
(many of which are not discoverable of record or by other readily available means) and is subject to many uncertainties of existing
law and its application. We cannot assure you that the validity of Round Top's titles to its properties or our title to
properties we may purchase in the future will be upheld or that third parties will not otherwise invalidate those rights. In the
event the validity of Round Top's or our titles with respect to any future properties are not upheld, such an event would
have a material adverse effect on Round Top and us.

 Increased
competition could adversely affect our ability to attract necessary capital funding or acquire suitable producing properties or
prospects for mineral exploration in the future.

 The
mining industry is intensely competitive. Significant competition exists for the acquisition of properties producing or capable
of producing, REE or other metals. We likely are at a competitive disadvantage in acquiring additional mining properties because
we must compete with other individuals and companies, most of which have greater financial resources, operational experience and
technical capabilities than us. We may also encounter increasing competition from other mining companies in our efforts to hire
experienced mining professionals. Competition for exploration resources at all levels is currently very intense, particularly
affecting the availability of manpower, drill rigs, mining equipment and production equipment. Increased competition could adversely
affect our ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration
in the future.

 Round
Top competes with larger, better capitalized competitors in the mining industry.

 The
mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition.
Round Top will require significant capital, technical resources, personnel and operational experience to effectively compete in
the mining industry. Because of the high costs associated with exploration, the expertise required to analyze a project's
potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage
over Round Top. Round Top faces strong competition from other mining companies, some with greater financial resources, operational
experience and technical capabilities than us. As a result of this competition, neither Round Top nor us may be able to acquire
financing, personnel, technical resources or attractive mining properties on acceptable terms, if at all.

 Risks
related to cybersecurity

 We
have not established specific processes for assessing, identifying and managing material risks from cybersecurity threats. While
we have not experienced, to our knowledge, any material cybersecurity threats to date, there is no assurance that we will not
be adversely impacted as a result of any future cybersecurity threat.

 Current
economic conditions and capital markets are subject to fluctuations which could adversely affect our ability to access the capital
markets, and thus adversely affect our business and liquidity.

 The
current economic conditions are in a state of flux that could have a negative impact on our ability to access the capital markets,
and thus have a negative impact on our business and liquidity. We currently face the macroeconomic headwinds of inflation and
high interest rates. Furthermore, it is unclear how global hostilities will impact our business. Our ability to access the capital
markets has been and continues to be severely restricted at a time when we need to access such markets, which could have a negative
impact on our business plans. Even if we are able to raise capital, it may not be at a price or on terms that are favorable to
us. We cannot predict the occurrence of future financial disruptions or how long the current market conditions may continue. It
should be expected that we will have difficulty to raise funds, if we are even able to raise funds at all, and any such capital
raises will be dilutive to our current stockholders (which dilution could be significant).

 Our
resources may not be sufficient to manage our existing business as well as any growth; failure to properly manage our existing
business will be detrimental.

 We
lack sufficient capital to fund our operations during our current fiscal year ending August 31, 2025 (we believe that we have
sufficient capital to fund general and administrative expenses through February 2025). Accordingly, we may fail to adequately
manage our current business. Furthermore, any growth in our operations, of which there can be no assurance as the result of our
lack of sufficient capital, will place a significant strain on our administrative, financial and operational resources, and increase
demands on our management and on our operational and administrative systems, controls and other resources. We cannot assure you
that our existing personnel, systems, procedures or controls will be adequate to support our current operations or operations
in the future or that we will be able to successfully implement appropriate measures consistent with any growth. We may have to
implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain
close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will
be able to effectively integrate them into our existing staff and systems. Moreover, there can be no assurance that cybersecurity
threats, breaches, or disruptions will not adversely affect us.

 If
we are unable to manage our current business effectively, our financial condition could be materially adversely affected. There
is no assurance that our current business will continue and it may well be curtailed due to lack of capital.

 We
may experience difficulty attracting and retaining qualified management to meet our current business needs and/or any growth needs,
and the failure to manage any growth effectively could have a material adverse effect on our business and financial condition.

 Competition
for qualified management is intense, and we may be unable to attract and retain key personnel, or to attract and retain personnel
on terms acceptable to us. Management personnel are currently limited and they may be unable to manage our expansion successfully
and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.
We have not entered into non-competition agreements. As our business is substantially dependent upon the directors, executive
officers and consultants, the lack of non-competition agreements poses a significant risk to us in the event such persons were
to resign or be terminated from such positions. Under such circumstances, such persons may provide confidential information and
key contacts to our competitors and we may have difficulties in preventing the disclosure of such information. Such disclosure
would have a material adverse effect on our business and operations.

 Our
operations are dependent upon key personnel, the loss of which would be detrimental to our business.

 The
nature of our business, including our ability to continue our exploration and development activities, depends, in large part,
on the efforts of key personnel such as Daniel Gorski, our Chief Executive Officer. The loss of Mr. Gorski could have a material
adverse effect on our business. We do not maintain "key man" life insurance policies on any of our officers or employees.

 Risks
Associated with our Common Stock

 Investment
in our Company has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described
below. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and
the value of our stock could go down.

 We
have a history of losses and fluctuating operating results that raises doubt about our ability to continue as a going concern.

 From
inception through August 31, 2024, we have incurred aggregate losses of approximately $43.2 million. There is no assurance that
we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future
may be subject to significant fluctuations due to many factors not within our control, such as general economic conditions, hostilities
in the Middle East and Ukraine, market price of minerals and exploration and development costs. If we cannot raise sufficient
financing to continue our operations, then we may be forced to scale down, curtail or cease our operations. Until such time as
we generate revenues (not in the foreseeable future), we expect an increase in development costs and operating costs. Consequently,
we expect to incur operating losses and negative cash flow until our properties enter commercial production (if such event occurs).
We currently lack capital necessary to fund operations through the end of our fiscal year ending August 31, 2025 (we believe that
we have sufficient capital to fund general and administrative expenses through February 2025).

 Our
stock price is highly volatile.

 The
market price of our Common Stock has fluctuated and may continue to fluctuate. These fluctuations may be exaggerated since the
trading volume of our Common Stock is limited, sporadic, and volatile. These fluctuations may or may not be based upon any business
or operating results. Our Common Stock may experience similar or even more dramatic price and volume fluctuations in the future.
Our Common Stock price has traded between $0.20 and $0.45 per share between January 2, 2024 and November 1, 2024. We have limited
trading volume in our Common Stock. There is no assurance that our Common Stock price will not continue to decline. Based on current
market prices and current trading volume, raising any capital will likely be dilutive and difficult, and may not be possible at
all. A decline in our stock price reduces our market capitalization which negatively impacts the dilution calculation with respect
to our membership interest in Round Top.

 The
market for our Common Stock is limited, sporadic and volatile. Any failure to develop or maintain an active trading market could
negatively affect the value of our shares and make it difficult or impossible for you to sell your shares.

 Our
Common Stock is currently traded on the OTCQB. Although our Common Stock is traded on the OTCQB, a regular trading market for
our securities may not be sustained in the future. Prices for, and coverage of, securities quoted solely on the OTCQB may be difficult
to obtain. In addition, stocks quoted solely on the OTCQB tend to have a limited number of market makers and a larger spread between
the bid and ask prices than those listed on an exchange. All of these factors may cause holders of our Common Stock to be unable
to resell their securities at any price. It should be expected that this limited trading also could decrease or eliminate our
ability to raise additional funds through issuances of our securities.

 Failure
to develop or maintain an active trading market would negatively affect the value of our shares, make it difficult for you to
sell your shares or recover any part of your investment in us, and impact our ability to raise capital through the sale of shares
of our Common Stock. Even if an active market for our Common Stock does develop, the market price of our Common Stock may be highly
volatile. In addition to the uncertainties relating to our future operating performance and any profitability of our operations,
factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of which are beyond
our control, may have a negative effect on the market price of our Common Stock. Accordingly, there can be no assurance as to
the liquidity of any active markets that may develop for our Common Stock, the ability of holders of our Common Stock to sell
our Common Stock, the prices at which holders may be able to sell our Common Stock, or our ability (if any) to sell shares of
our Common Stock to raise capital.

 The
sale of substantial shares of our Common Stock or the issuance of shares upon exercise of our common stock equivalents will cause
immediate and substantial dilution to our existing stockholders and may depress the market price of our Common Stock.

 In
order to provide capital for the operation of our business, we will need to enter into financing arrangements. These arrangements
may involve the issuance of new Common Stock, preferred stock that is convertible into Common Stock, debt securities that are
convertible into Common Stock or warrants for the purchase of Common Stock. Any of these items could result in a material increase
in the number of shares of Common Stock outstanding which would in turn result in a dilution of the ownership interest of existing
Common Stockholders. It is likely that any future private placements of our Common Stock will be at prices below market, thereby
further placing pressure on the price of our Common Stock that trade on the OTCQB – this would have the effect of (i) both
reducing our market price and diluting our current stockholders as well as (ii) negatively impacting the calculation of dilution
with respect to reducing our membership interest in RTMD in the event we don't fund our cash calls with cash. As such, any
future capital raises will likely adversely affect our shareholders. In addition, these new securities could contain provisions,
such as priorities on distributions and voting rights, which could affect the value of our existing Common Stock.

 As
of November 18, 2024, we have 74,588,426 shares of Common Stock issued and outstanding (100,000,000 shares of Common Stock are
authorized to be issued), and 920,000 shares of our Common Stock underlying common stock equivalents at exercise prices between
$0.22 and $1.97 per share, expiring through August 2029.

 A
low market price may severely limit the potential market for our Common Stock.

 An
equity security that trades below a certain price per share is subject to SEC rules requiring additional disclosures by broker-dealers.
These rules generally apply to any non-Nasdaq equity security that has a market price of less than $5.00 per share, subject to
certain exceptions (a "penny stock"). Such rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements
on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For
these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received
the purchaser's written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions
payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market
maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Such information
must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly
statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited
market in penny stocks. Since our Common Stock trades at a price of less than $5.00 per share, the additional burdens imposed
upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

 We
do not currently intend to pay cash dividends.

 We
have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Our present
policy is to retain all available funds for use in our operations and the expansion of our business. Payment of future cash dividends,
if any, will be at the discretion of our board of directors ("Board") and will depend on our financial condition,
results of operations, contractual restrictions, capital requirements, business prospects and other factors that our Board considers
relevant. Accordingly, investors will only see a return on their investment if the value of our securities appreciates.

 Control
by current stockholders.

 The
current stockholders have elected the directors and the directors have appointed current executive officers to serve our Company.
The voting power of these stockholders could also discourage others from seeking to acquire control of us through the purchase
of our Common Stock which might depress the price of our Common Stock.

 There
is not now, and there may never be, an active market for our Common Stock.

of our Common Stock have historically been thinly traded. Currently there is a limited, sporadic and highly volatile market for
our Common Stock, and no active market for our Common Stock may develop in the future. As a result, our stock price as quoted
by the OTCQB may not reflect an actual or perceived value. Moreover, several days may pass before any shares are traded; meaning
that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively
small or non-existent. This situation is attributable to a number of factors, including, but not limited to:

 we
 are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the
 investment community that generate or influence sales volume; and

 stock
 analysts, stock brokers and institutional investors may be risk-averse and reluctant to follow a company such as ours that
 may in the future face substantial doubt about the ability to continue as a going concern or to purchase or recommend the
 purchase of our shares until such time as we become more viable.

 As
a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, our Common Stock.
Accordingly, investors must assume they may have to bear the economic risk of an investment in our Common Stock for an indefinite
period of time, and may lose their entire investment. There can be no assurance that a more active market for our Common Stock
will develop, or if one should develop, there is no assurance that it will be sustained. This severely limits the liquidity of
our Common Stock and would likely have a material adverse effect on the market price of our Common Stock and on our ability to
raise additional capital.

 We
may issue shares of preferred stock.

 Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of blank check preferred stock at $0.001 par value
with designations, rights and preferences determined from time to time by the board of directors. There are currently no shares
of preferred stock issued and outstanding. Our board of directors is empowered, without stockholder approval, to issue preferred
stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights
of the holders of the Common Stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the Company.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 As
of the date of this Annual Report, we believe that we have limited risks associated with a breach in cybersecurity. Risks from
cybersecurity threats, including as a result of any previous cybersecurity incidents (of which we are not aware of any), have
not materially affected or are not reasonably likely to materially affect the Company, including its business strategy, results
of operations, or financial condition.

 Risk
management and strategy.

 We
have not established specific processes for assessing, identifying, and managing material risks from cybersecurity threats or
engaged third parties to assess such risks. However, if exposed to such a risk, we would assess any potential unauthorized attempts
to access our information systems that may result in adverse effects on the confidentiality, integrity, or availability of those
systems.

 While
we lack a formal risk assessment policy or analysis and no process has been integrated into our management system, a risk assessment
would likely include identification of any reasonably foreseeable internal and external risks, any likelihood and potential damage
that could result from such risks, and whether existing safeguards are sufficient to manage such risks. If appropriate and necessary,
we would implement reasonable safeguards to minimize identified risks and address any identified gaps in existing systems.

 Primary
responsibility for assessing any cybersecurity risks rests with our chief financial officer, who would report any threat to our
board of directors.

 To
date, we have not encountered cybersecurity threats or challenges that have materially impaired our operations, business strategy
or financial condition..

 ITEM
2. PROPERTIES

 Executive
and Field Offices. Our headquarters are located at 539 El Paso Street, Sierra Blanca, Texas 79851. Our accounting functions
are conducted by personnel in Galveston, Texas and Castle Rock, Colorado, all under the supervision of our chief financial officer.

 Overview
of the Round Top Project. Round Top is currently in the exploration stage and has not established that the Round Top Project
contains proven mineral reserves or probable mineral reserves as defined under Item 1300 of Regulation S-K. The Round Top Project
is currently owned by Round Top Development, LLC in which we currently have a 19.323% membership interest.

 Description
and Access

 The
Round Top Project is located in Hudspeth County approximately eight miles northwest of the town of Sierra Blanca. The property
is reached by truck on a private dirt road that turns north off Interstate 10 access road approximately one mile west of the town
of Sierra Blanca. A railroad line is located approximately one to three miles from the Round Top Project and a spur line stops
at a stone quarry within three miles of the Round Top Project.

 Round
Top Location Map

2010 Lease

 In
August 2010, the Company entered into a new mining lease with the GLO covering Sections 7 and 18 of Township 7, Block 71 and Section
12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the
GLO provided for the right to explore, produce, develop, mine, extract, mill, remove, and market uranium, rare earth elements,
all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas,
coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years from the execution date of the lease so long
as minerals are produced in paying quantities. This lease was assigned to Round Top in May 2021.

 Under
the lease, Round Top is obligated to pay the State of Texas a lease bonus of $142,518; $44,718 of which the Company previously
paid upon the execution of the lease, and $97,800 which will be due and payable by Round Top upon the submission of a supplemental
plan of operations to conduct mining. Upon the sale of minerals removed from the Round Top Project, Round Top will be required
to pay the State of Texas a $500,000 minimum advance royalty.

 Thereafter,
Round Top will be required to pay the State of Texas a production royalty equal to eight percent of the market value of uranium
and other fissionable materials removed and sold from Round Top and six and one quarter percent of the market value of all other
minerals removed and sold from the Round Top Project.

 If
paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term of the lease for successive
one (1) year periods pursuant to the following schedule:

 Per
 Acre

 Total

 September
 2, 2020 – 2024

 $

 $

 134,155

 September
 2, 2025 – 2029

 $

 $

 178,873

 In
August 2024, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $134,155.

2011 Lease

 In
November 2011, the Company entered into a mining lease with the State of Texas covering approximately 90 acres contiguous with
and extending the August 2010 Lease. Under the lease, the Company paid the State of Texas a lease bonus of $20,700 which was paid
upon the execution of the lease. Upon the sale of minerals removed from the Round Top Project, Round Top will be required to pay
the State of Texas a $50,000 minimum advance royalty. Thereafter, Round Top will be required to pay the State of Texas a production
royalty equal to eight percent of the market value of uranium and other fissionable materials removed and sold from the Round
Top Project and six and one quarter percent of the market value of all other minerals sold from the Round Top Project. The term
of the lease is nineteen years from the execution date of the lease so long as minerals are produced in paying quantities. This
lease was assigned to Round Top in May 2021.

 Acquisition
and Ownership

 If
paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term of the lease for successive
one (1) year periods pursuant to the following schedule:

 Per
 Acre

 Total

 1, 2020 – 2024

 $

 $

 13,500

 1, 2025 – 2029

 $

 $

 18,000

 In
August 2024, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $13,500.

 March
2013 Lease

 On
March 6, 2013, the Company purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest Wildlife
and Range Foundation (since renamed the Rio Grande Foundation) for $500,000 cash and 1,063,830 shares of common stock valued at
$500,000. The Company also agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation
efforts within the Rio Grande Basin. The West Lease comprises approximately 54,990 acres. The purchase of the surface lease provides
unrestricted surface access for the potential development and mining of the Round Top Project. The West Lease was assigned to
Round Top in May 2021.

 October
2014 Surface Option and Water Lease

 In
October 2014, the Company executed agreements with the GLO securing the option to purchase the surface rights covering the potential
Round Top Project mine and plant areas and, separately, a groundwater lease. The option to purchase the surface rights covers
approximately 5,670 acres over the mining lease and the additional acreage should be adequate to site all potential heap leaching
and processing operations as currently anticipated by Round Top. Round Top may exercise the option for all or part of the option
acreage at any time during the sixteen year primary term of the mineral lease. The option can be kept current by an annual payment
of $10,000. The purchase price will be the appraised value of the surface at the time of exercising the option.

 The
ground water lease secures the right to develop the ground water within a 13,120 acre lease area located approximately 4 miles
from the Round Top deposit. This lease has an annual minimum production payment of $5,000 prior to production of water for the
operation. After initiation of production Round Top will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater.
This lease remains effective as long as the mineral lease is in effect.

 This
option and groundwater lease were assigned to Round Top in May 2021.

 March
2021 Purchased the South of Section 45, Block 71, Township 6, T&P RR Survey

 This
 section comprising 320 acres more or less was purchased for a price of $400 per acre, or a total of approximately $128,000.
This tract was purchased for siting the demonstration plant when it is relocated from its present location at Wheatridge, Colorado.
This tract is contiguous with the Surface Option area and was assigned to Round Top in May 2021.

 May
2021 Easements

 On
May 7, 2021, the Company purchased a road, water line and power line easement extending slightly over a mile from the western
boundary of the Water lease to the southeastern corner of the Section 45 tract. This easement completes the arrangements for the
main access road from State Highway 111, across the Water Lease and into the Surface Option area, and was assigned to Round Top
in May 2021.

 Geology

 The
Round Top Project area lies within the Texas Lineament Zone or Trans-Pecos Trend. The lineament is a northwest trending structural
zone where Laramide thrust faulting followed by basin and range normal faulting were active. Tertiary igneous activity is also
associated with the lineament zone, both intrusive and extrusive.

 Locally
the project area is characterized by five Tertiary rhyolite bodies that intruded Cretaceous sedimentary rocks. The rhyolites occur
as laccoliths, mushroom-shaped bodies emplaced at relatively shallow depths. At the current erosional levels, laccoliths form
resistant peaks with relief up to 2,000 feet. The rhyolites are enriched with various metals which may or may not be economical
to recover. The rare earth elements are located within the intrusive rhyolite body.

 Sedimentary
rocks exposed in the area are middle to upper Cretaceous limestone shales and sandstones. The limestone, where it is in contact
with the microgranites, is the host for fluorspar mineralization.

 Initial
exploration took place in the mid-1980's. During the course of this exploration, approximately 200 drill holes were drilled,
targeting potential beryllium mineralization which penetrated varying thicknesses of the rhyolite volcanic rock that makes up
the mass of Round Top Mountain.

 The
Texas Bureau of Economic Geology, working with the project geologists, conducted an investigation of the rhyolite to better understand
its rare metal content. This research shows that the rhyolite laccoliths at Sierra Blanca are enriched in a variety of REEs, lithium
gallium, beryllium, hafnium, and zirconium. They analyzed a series of samples from outcrop and drill holes and studied the geochemistry
and mineralogy of the rhyolite. The results of their research were published in the GSA, Geological Society of America, Special
Paper 246, 1990.

 ITEM
3. LEGAL PROCEEDINGS

 None.

 ITEM
4. MINE SAFETY DISCLOSURES

to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (The "Dodd-Frank Act"),
issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required
to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders
and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal year ended August
31, 2024, our U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration
("MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act").

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
Common Stock is listed for quotation on the OTCQB operated by OTC Markets Group Inc. under the symbol "TMRC." The
market for our Common Stock on the OTCQB is limited, sporadic and highly volatile. The quotations reflect inter-dealer prices
without retail mark-up, mark-down or commission and may not represent actual transactions.

 The
52-week range for our Common Stock is a high of $0.61 per shares and a low of $0.20 per share. The last bid price of our Common
Stock on November 1, 2024 was $0.22 per share.

 Holders

 The
approximate number of holders of record of our Common Stock as of November 1, 2024 was 530.

 Dividends

 We
have not paid any cash dividends on our equity securities and our Board has no present intention of declaring any cash dividends.
We are not prohibited from paying any dividends pursuant to any agreement or contract.

 Securities
Authorized for Issuance under Equity Compensation Plans

 We
previously adopted a stock option plan, approved by our shareholders ("Amended 2008 Plan"), although the ability to
issue new grants under the Amended 2008 Plan was terminated. The following table sets forth certain information as of August 31,
2024 concerning our Common Stock that may be issued upon the exercise of outstanding options issued under the Amended 2008 Plan
and outside of such plan:

 Plan
 Category

 (a)

 Number
 of

 Securities
 to be

 Issued
 Upon

 the
 Exercise

 of
 Outstanding

 Options

 (b)

 Weighted-

 Exercise
 Price of

 Outstanding

 Options

 (c)

 Available
for

 Future

 Issuance
Under

 Equity

 Compensation

 Plans

 (Excluding

 Securities

 Reflected
in

 Column
 (a))

 Equity
 compensation plan approved by stockholders

 100,000

 $

 0.22

 —

 Nonplan
 equity compensation

 820,000

 (1)

 $

 1.57

 —

 Total

 920,000

 $

 1.42

 —

 (1)
 Includes (i) an option to purchase 500,000 shares of common stock at an exercise price of $1.31 per share issued to
Mr. Marchese for services rendered as chairman of the board, and (ii) options to purchase an aggregate of 320,000 shares
of common stock at an exercise price of $1.97 per share granted to a consultant.

 Recent
Sales of Unregistered Securities During Fiscal 2024

 Except
as set forth below, all unregistered sales of equity securities during the period covered by the Annual Report were previously
disclosed in our current reports on Form 8-K or quarterly reports on Form 10-Q.

 Date

 Description

 Number

 Purchaser

 Proceeds

 ($)

 Consideration

 Exemption

 (C)

 June
 2023

 Stock

 229,364(A)

 Directors

 $Nil

 Services

 Sec.
 4(a)(2)

 June
 2024

 Stock Options

 10,000(B)

 Consultant

 $Nil

 Services

 Sec.
 4(a)(2)

 July
 2024

 Stock Options

 10,000(B)

 Consultant

 $Nil

 Services

 Sec.
 4(a)(2)

 2024

 Stock Options

 10,000(B)

 Consultant

 $Nil

 Services

 Sec.
 4(a)(2)

 (A)

 Stock issued to directors for services rendered.

 (B)

 Non-plan
 Common Stock options issued pursuant to a consulting agreement for professional services.

 (C)

 With
 respect to sales designated by "Sec. 4(a)(2)," these shares were issued pursuant to the exemption from registration
 contained in Section 4(a)(2) of the Securities Act as privately negotiated, isolated, non-recurring transactions not involving
 any public offer or solicitation. Each purchaser represented that such purchaser's intention to acquire the shares for
 investment only and not with a view toward distribution. None of the securities were sold through an underwriter and accordingly,
 there were no underwriting discounts or commissions involved.

 Purchase
of Equity Securities by the Issuer or Affiliated Purchasers

 We
did not purchase any Common Stock during the three months ended August 31, 2024.

 ITEM
6. CLIMATE RELATED DISCLOSURE

 Not
required.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You
should read the following discussion and analysis of our financial condition and results of operations together with our financial
statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis contains forward-looking
statements that involve risks, uncertainties and assumptions. See "Cautionary Note Regarding Forward-Looking Statements."
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,
including, but not limited to, those set forth under "Risk Factors" and elsewhere in this Annual Report.

 Overview

 We
are a mining company engaged in the business of owning, acquiring, exploring and developing mineral properties. We currently own
a 19.323% membership interest in Round Top, which entity holds two mineral property leases with the GLO to explore and develop
a 950-acre rare earths project located in Hudspeth County, Texas, known as the Round Top Project. The leases expire in 2030 with
provisions for automatic renewal if Round Top is producing in paying quantities (the receipt from the sale of materials exceeds
all costs and expenses associated therewith for the prior 12 months). Round Top also holds prospecting permits covering 9,345
acres adjacent to the Round Top Project. The business strategy of Round Top is to develop a metallurgical process to concentrate
or otherwise extract the metals from the Round Top Project's rhyolite, conduct additional engineering, design, geotechnical
work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round Top Project.
There can be no assurance that Round Top will be successful in this endeavor. The Round Top Project has not established as of
the date hereof that any of the properties contain any probable mineral reserves or proven mineral reserves under Item 1300 of
Regulation S-K nor can there be any assurance that this will occur.

 Rare
earth elements are a group of chemically similar elements that usually are found together in nature – they are referred
to as the "lanthanide series." These individual elements have a variety of characteristics that are critical in a
wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without
these elements, multiple high-tech technologies would not be possible. These technologies include:

 cell
 phones;

 computer
 and television screens;

 battery
 operated vehicles;

 clean
 energy technologies, such as hybrid and electric vehicles and wind power turbines;

 fiber
 optics, lasers and hard disk drives;

 numerous
 defense applications, such as guidance and control systems and global positioning systems; and

 advanced
 water treatment technology for use in industrial, military.

 Because
of these applications, global demand for REE is projected to steadily increase due to continuing growth in existing applications
and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic
necessity as there is limited production of these elements outside of China. Our ability to raise additional funds to continue
to fund our participation interest in the Round Top Project may be impacted by future prices for REEs.

 Operations
Update

 USARE,
the operating manager of the Round Top project, continues to progress the Round Top Project toward operations. Over the last two
years, Round Top achieved several milestones including: (i) favorable breaker trials with the goal to increase mine throughput;
(ii) favorable CIX separation trials for rare earth elements indicating that the CIX technology employed can extract commercial
quality rare earths from the Round Top Project ore; and (iii) favorable membrane concentration trials. The USARE Round Top team
continues to pursue its plan to determine an efficient means of managing alumina content, to add gallium to its output and to
maximize the value of the lithium content.

 History
of the Round Top Project

 In
May 2021, we contributed our assets in the Round Top Project to Round Top in exchange for our original 20% membership interest
in Round Top. Between June 2023 through the date of this Annual Report, we elected not to contribute an aggregate of $898,740
to fund our cash calls and our membership interest in Round Top was diluted from 20% to 19.323%, our current membership interest
in Round Top as of August 31, 2024 and the date of this Annual Report.

 As
a part of our ongoing operations, we will occasionally investigate new mining opportunities. We may also incur expenses associated
with our investigations. These costs are expensed as incurred until such time when we have agreements in place to purchase such
mining rights.

 Investment
Company Act Exclusion

 Section
3(c)(9) of the 1940 Act provides that a company "substantially all of whose business consists of owning or holding oil,
gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or
investment contracts relative to such royalties, leases, or fractional interests" is not an investment company within the
meaning of the 1940 Act. The Company has determined that this exemption applies to it giving consideration to the following four
factors:

 the
 exempted activity (ownership of our certificate of interest in the underlying mineral leases) constitutes "substantially
 all" of our business;

 we
 own, and do not trade, in the certificate of interest in the mineral leases or the underlying mineral leases;

 mineral
 leases qualify as an eligible asset for purposes of the exception; and

 a
 membership interest in a limited liability company constitutes a "certificate of interest or participation in"
 or an "investment contract relative to" the eligible assets.

 The
Company intends to continue to conduct its business operations in order to continue to be excluded from the definition of an "investment
company" under the 1940 Act.

 Our
financial statements have been prepared assuming that the Company will continue as a going concern.

 Our
financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated
deficit from inception through August 31, 2024, of approximately $43,177,000 and has yet to achieve profitable operations, and
projects further losses in the development of its business. At August 31, 2024, the Company had a working capital surplus of approximately
$432,000; however the Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary
financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

 The
Company does not have sufficient capital to fund any cash calls expected during the fiscal year ending August 31, 2025, or thereafter.
Moreover, the Company only has sufficient cash to fund expected general and administrative expenses through February 2025 (not
for the entire fiscal year ending August 31, 2025). We have not been informed by Round Top of the estimated budget for the 12
months ended August 31, 2025. During the fiscal year ended August 31, 2024, we did not fund our $898,740 portion of the $4,200,996
total cash call by Round Top, and elected to incur dilution to our Round Top membership interest which as of August 31, 2024 and
as the date of this Annual report was 19.323%. The failure of the Company to make required cash calls to Round Top during the
remainder of our current fiscal year (and thereafter) will result in further dilution to our current 19.323% ownership interest.
We currently expect to incur continued dilution to our membership interest in Round Top rather than to fund our cash call obligations
during the fiscal year ending August 31, 2025. The Company will be required to raise additional capital to fund general and administrative
expenses during the fiscal year ended August 31, 2025 as we currently only have capital sufficient to fund estimated general and
administrative expenses through February 2025. There can be no assurance that the Company will be able to raise the necessary
capital to fund its cash calls (if it determines not to continue to incur dilution) and expected general and administrative expenses
to be incurred in the fiscal year ended August 31, 2025. We have no firm commitments for equity or debt financing and any financing
that may be obtained will be on a best efforts basis. Based on these factors, there is substantial doubt as to the Company's
ability to continue as a going concern for a period of twelve months from the issuance date of these financial statements. The
failure to obtain sufficient financing may cause us to curtail, cease or discontinue operations.

 Liquidity
and Capital Resources

 At
August 31, 2024, our accumulated deficit was approximately $43,177,000 and our cash position was approximately $428,000. We had
a working capital surplus of approximately $432,000. Round Top has not commenced commercial production on the Round Top Project.
We have no revenues from operations and anticipate we will have no operating revenues until production from the Round Top Project,
if any, of which there can be no assurance. This property is in the exploration stage.

the fiscal year ending August 31, 2024, we did not fund our cash call obligations pursuant to the Operating Agreement. In lieu
of funding $898,740 of cash calls during the fiscal year ended August 2024, we incurred dilution in our membership interest from
19.910% at August 31, 2023 to 19.323% at August 31, 2024. Subsequent to September 1, 2024 through the date of this Annual Report,
we have not received a cash call notice from Round Top. We have not been advised by USARE with respect to any preliminary estimate
of the Round Top Budget for the fiscal year ending August 31, 2025. Last year we were advised that the estimated budget for the
fiscal year ended August 31, 2024 was anticipated to be between $15 million to $20 million, with the Company's portion estimated
to be between $3 million to $4 million. During the fiscal year ended August 31, 2024, the total expenditure on the Round Top Project
by USARE (as we elected not to fund our portion, have USARE fund our portion, and in lieu thereof to incur dilution) was $4,200,996
(of which $898,740 was our portion funded by USARE when we elected to incur dilution rather than fund). It is possible that the
Round Top Budget for the current fiscal year could exceed either the amount actually paid last fiscal year or what was budgeted
for the last fiscal year, and it should be expected that in future periods the Round Top Budget will be higher. The Company likely
will decide to incur dilution to its then current membership interest in lieu of funding in cash its Round Top Budget obligations
during this fiscal year, as it currently does not have sufficient capital to fund any cash calls (and only has sufficient cash
to fund estimated general and administrative expenses through February 2025); consequently our ownership interest in the Round
Top Project will likely be further diluted during this current fiscal year. We will be required to raise additional capital to
fund future cash calls from Round Top (unless we elect in lieu of making cash contributions to dilute our membership interest
percentage, which dilution could be significant), and there can be no assurance that we will be able to raise the necessary capital
to fund future Round Top cash calls (or estimated general and administrative expenses through the end of this current fiscal year).
We estimate that our current cash position is only sufficient to fund estimated general and administrative expenses through February
2025.

 We
do not have sufficient cash on hand to fund any portion of the Round Top Budget during our current fiscal year nor to fund general
and administrative expenditures throughout our current fiscal year (we have sufficient capital to fund our estimated general and
administrative expenses only through February 2025). Therefore, we will need to raise additional capital to fund (i) our
portion of the Round Top Budget if we elect not to dilute our Round Top membership interest and (ii) necessary general and
administrative expenditures for our current fiscal year. If we elect to dilute our Round Top membership interest (through choice
or as a result of the failure to raise capital), such event will result in the dilution to our Round Top membership interest.
If we are not able to raise capital to fund our estimated general and administrative expenses for the balance of our current fiscal
year, we will likely need to curtail operations. 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 our portion of the Round Top Budget and our general and administrative expenses during the fiscal year
ending August 31, 2025, the failure of which would likely cause us to curtail, discontinue or cease our operations.

 Results
of Operations

 Fiscal
Years ended August 31, 2024 and 2023

 Revenue

the fiscal year ended August 31, 2024 and 2023, we had no revenues. For the fiscal year ended August 31, 2024, our net loss was
approximately $833,000. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit
of approximately $43,177,000 as of August 31, 2024.

 Operating
expenses and resulting losses from operations.

 We
incurred exploration costs for the fiscal years ended August 31, 2024 and 2023, in the amount of approximately $76,000 and $782,000,
respectively. Expenditures during fiscal year 2024 and 2023 were primarily for our obligation to fund our portion of the cash
requirements set forth by our joint venture agreement with USARE and for project contractors for our New Mexico mining exploration.
Currently most of the expenditures associated with the USARE joint venture are funded by our joint venture partner, USARE.

 Our
general and administrative expenses for the fiscal year ended August 31, 2024 were approximately $877,000 of which approximately
$245,000 were stock compensation for services. The remaining expenditures were primarily for payroll, professional fees and other
general and administrative expenses necessary for our operations.

 Our
general and administrative expenses for the fiscal year ended August 31, 2023 were approximately $1,822,000 of which approximately
$952,000 were stock compensation for services. The remaining expenditures were primarily for payroll, professional fees and other
general and administrative expenses necessary for our operations.

 We
had losses from operations for the fiscal years ended August 31, 2024 and 2023 totaling approximately $954,000 and $2,604,000,
respectively. We had a net loss for the fiscal year ended August 31, 2024 and 2023 totaling approximately $833,000 and $2,592,000,
respectively. We earned interest from our cash balances of approximately $36,000 and $34,000 for the years ended August 31, 2024
and 2023, respectively. Other income in fiscal 2024 also included $85,000 as a reimbursement for expenses incurred in a prior
fiscal year.

 Off-Balance
Sheet Arrangements

 None

 Recently
Issued Accounting Pronouncements

 The
Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results
of operations, financial position, or cash flow.

 Critical
Accounting Estimates

 Management's
discussion and analysis of financial condition and results of operations is based on our financial statements, which have been
prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates
and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures
of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable;
however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions.
On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial
statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined
with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Management
believes that the valuation of options granted to directors, officers, and consultants using the Black-Scholes model include critical
accounting estimates and judgments that have a significant impact on our financial statements. The accounting policies are described
in greater detail in Note 2 to our audited financial statements for the fiscal year ended August 31, 2024.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and Board of Directors of

 Texas Mineral Resources Corp.

 Sierra Blanca, Texas

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheets of Texas Mineral Resources Corp. (the Company) as of August 31, 2024 and 2023, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the two-year period ended August 31, 2024, and the related notes (collectively
referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of August 31, 2024 and 2023, and the results of its operations and its cash flows for
each of the years in the two-year period ended August 31, 2024, in conformity with accounting principles generally accepted in the United
States of America.

 Going Concern

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company does not have
sufficient cash on hand to fund general and administrative expenses as they become due or to meet its funding requirements for its interest
in Round Top Mountain Development, LLC, which would result in dilution of its ownership interest. The Company has not generated any revenues
and the Company does not have resources sufficient to meet the projected funding requirements. This raises substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard to these matters also are described in Note
2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that
(1) relate to accounts or disclosures that are material to the financial statements and (2) represented especially challenging, subjective,
or complex judgements. We determined that there are no critical audit matters.

 /s/ Ham, Langston & Brezina, L.L.P.

 We have served as the Company's auditor since 2020.

 Houston,
Texas

29, 2024

 PCAOB ID # 298

 TEXAS

 CONSOLIDATED
BALANCE SHEETS

31, 2024 and 2023

 2024

 2023

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 428,197

 $
 1,079,307

 Prepaid expenses and other current assets

 46,090

 39,577

 Total current assets

 474,287

 1,118,884

 Mineral properties, net

 432,206

 415,607

 TOTAL ASSETS

 $
 906,493

 $
 1,534,491

 LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable and accrued liabilities

 $
 42,664

 $
 93,406

 Total current liabilities

 42,664

 93,406

 COMMITMENTS AND CONTINGENCIES

 —

 SHAREHOLDERS' EQUITY

 Preferred stock, par value $ 0.001; 10,000,000 shares authorized, no shares issued and
 oustanding as of August 31, 2024 and 2023

 —

 —

 Common stock, par value $ 0.01; 100,000,000 shares authorized, 74,343,827 and 73,728,262 shares issued and oustanding as
 of August 31, 2024 and 2023, respectively

 743,439

 737,283

 Additional paid-in capital

 43,297,421

 43,047,824

 Accumulated deficit

 ( 43,177,031
)

 ( 42,344,022
)

 Total shareholders' equity

 863,829

 1,441,085

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 $
 906,493

 $
 1,534,491

 The accompanying notes are an integral part of these consolidated financial statements.

 TEXAS

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For
the Years Ended August 31, 2024 and 2023

 2024

 2023

 OPERATING EXPENSES

 Exploration costs

 $
 76,325

 $
 781,547

 General and administrative expenses

 877,278

 1,821,984

 Total operating expenses

 953,603

 2,603,531

 LOSS FROM OPERATIONS

 ( 953,603
)

 ( 2,603,531
)

 OTHER INCOME

 Interest income

 35,594

 34,259

 Other income (expense), net

 85,000

 ( 22,689
)

 Total other income, net

 120,594

 11,570

 NET LOSS

 $
 ( 833,009
)

 $
 ( 2,591,961
)

 Net loss per share:

 Basic and diluted net loss per share

 $
 ( 0.01
)

 $
 ( 0.04
)

 Weighted average shares outstanding:

 Basic and diluted

 73,934,797

 73,199,501

 The accompanying notes are an integral part of these consolidated financial statements.

 TEXAS

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For
the Years Ended August 31, 2024 and 2023

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
 ( 833,009
)

 $
 ( 2,591,961
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization expense

 —

 1,164

 Loss on disposal of property and equipment

 —

 22,689

 Stock based compensation

 244,753

 952,146

 Changes in current assets and liabilities:

 Prepaid expenses and other current assets

 ( 6,513
)

 253,553

 Accounts payable and accrued liabilities

 ( 50,742
)

 52,305

 Net cash used in operating activities

 ( 645,511
)

 ( 1,310,104
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Return of deposits

 —

 7,500

 Purchases of mineral properties

 ( 16,599
)

 —

 Proceeds from maturing short-term investment

 —

 505,611

 Net cash provided by (used in) investing activities

 ( 16,599
)

 513,111

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from exercise of common stock options and warrants

 11,000

 38,000

 Net cash provided by financing activities

 11,000

 38,000

 NET CHANGE IN CASH AND CASH EQUIVALENTS

 ( 651,110
)

 ( 758,993
)

 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 1,079,307

 1,838,300

 CASH AND CASH EQUIVALENTS, END OF PERIOD

 $
 428,197

 $
 1,079,307

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Interest paid

 $
 —

 $
 —

 Taxes paid

 $
 —

 $
 —

 The accompanying notes are an integral part of these consolidated financial statements.

 TEXAS

 CONSOLIDATED
STATEMENTS OF SHAREHOLDERS' EQUITY

 For
the Years Ended August 31, 2024 and 2023

 Additional

 Preferred Stock

 Common stock

 Paid-in

 Accumulated

 Capital

 Deficit

 Total

 Balance at August 31, 2022

 —

 $
 —

 72,869,220

 $
 728,692

 $
 42,066,269

 $
 ( 39,752,061
)

 $
 3,042,900

 Stock based compenstaion

 —

 —

 136,544

 1,366

 166,304

 —

 167,670

 Common stock issued for prior services rendered

 —

 —

 612,498

 6,125

 ( 6,125
)

 —

 —

 Common stock options issued for services

 —

 —

 —

 —

 784,476

 —

 784,476

 Common stock issued upon exercise of options and warrants

 —

 —

 110,000

 1,100

 36,900

 —

 38,000

 Net loss

 —

 —

 —

 —

 —

 ( 2,591,961
)

 ( 2,591,961
)

 Balance at August 31, 2023

 —

 —

 73,728,262

 737,283

 43,047,824

 ( 42,344,022
)

 1,441,085

 Stock based compenstaion

 —

 —

 565,564

 5,656

 200,022

 —

 205,678

 Common stock options issued for services

 —

 —

 —

 —

 39,075

 —

 39,075

 Common stock issued upon exercise of options and warrants

 —

 —

 50,000

 10,500

 —

 11,000

 Net loss

 —

 —

 —

 —

 —

 ( 833,009
)

 ( 833,009
)

 Balance at August 31, 2024

 —

 $
 —

 74,343,826

 $
 743,439

 $
 43,297,421

 $
 ( 43,177,031
)

 $
 863,829

 The accompanying notes are an integral part of these consolidated financial statements.

 TEXAS

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 AUGUST
31, 2024 AND 2023

 NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS

 Texas
Mineral Resources Corp. (the "Company") was incorporated in the State of Nevada in 1970 as Standard Silver Corporation.
In 2010, the Company changed its name from "Standard Silver Corporation" to "Texas Rare Earth Resources Corp".
In 2012, the Company changed its state of incorporation from Nevada to Delaware under a plan of conversion dated August 24, 2012.
In 2016, the Company changed its name to Texas Mineral Resources Corp.

 We
are a mining company engaged in the business of owning, acquiring, exploring and developing mineral properties. At August 31,
2024, we owned a 19.323 % membership interest in Round Top Mountain Development, LLC, a Delaware limited liability company ("Round
Top" or "RTMD"), which entity holds two mineral property leases with the GLO to explore and develop a 950 -acre
rare earths project located in Hudspeth County, Texas, known as the Round Top Project. The leases expire in 2030. Round Top also
holds prospecting permits covering 9,345 acres adjacent to the Round Top Project. The business strategy of Round Top is to develop
a metallurgical process to concentrate or otherwise extract the metals from the Round Top Project's rhyolite, conduct additional
engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral
resources from the Round Top Project. The Round Top Project has not established as of the date hereof that any of the properties
contain any probable mineral reserves or proven mineral reserves under Item 1300 of Regulation S-K ("Item 1300").

 NOTE
2 – SUMMARY OF ACCOUNTING POLICIES

 Exploration-Stage
Company

 Since
January 1, 2009, the Company has been classified as an "exploration stage" company for purposes of Item 1300 of the
U.S. Securities and Exchange Commission ("SEC"). Under Item 1300, companies engaged in significant mining operations
are classified into three categories, referred to as "stages" - exploration, development, and production. Exploration
stage includes all companies that do not have established reserves in accordance with Item 1300. Such companies are deemed to
be "in the search for mineral deposits." Notwithstanding the nature and extent of development-type or production-type
activities that have been undertaken or completed, a company cannot be classified as a development or production stage company
unless it has established reserves in accordance with Item 1300.

 Basis
of Presentation

 The
Company's financial records are maintained on the accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America ("US GAAP").

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of Texas Mineral Resources Corp and its proportionate interest in the assets,
liabilities, and operations of Round Top. All significant intercompany balances and transactions have been eliminated.

 Going
Concern

 These
financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated
deficit from inception through August 31, 2024, of approximately $ 43,177,000 and has yet to achieve profitable operations, and
projects further losses in the development of its business.

 At
August 31, 2024, the Company had a working capital surplus of approximately $ 432,000, however the Company's ability to continue
as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These
financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary
should we be unable to continue as a going concern.

 We
do not have sufficient cash on hand to fund any portion of the Round Top Budget during our current fiscal year nor to fund general
and administrative expenditures throughout our current fiscal year (we have sufficient capital to fund our estimated general and
administrative expenses only through February 2025). In accordance with our current projected budget, the Company does not have
sufficient capital to fund its total cash calls and expected general and administrative expenses during the fiscal year ending
August 31, 2025. Failure by the Company to make required cash calls to Round Top during the twelve month period from the issuance
date of these financial statements, would result in dilution to its membership interest in Round Top, which is 19.323 % at August
31, 2024. Accordingly, the Company may be required to raise additional capital to fund its obligations during the fiscal year
ended August 31, 2025. There can be no assurance that the Company will be able to raise the necessary capital to fund its cash
calls (if it elects not to dilute its membership interest in lieu of funding the cash calls) and expected general and administrative
expenses. The Company may also seek to obtain short-term loans from the directors of the Company. Based on these factors, there
is substantial doubt as to the Company's ability to continue as a going concern for a period of twelve months from the issuance
date of these financial statements.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Cash and cash equivalents currently consist only of demand deposits at commercial banks. The Company maintains cash and cash equivalents
at banks selected by management based upon their assessment of the financial stability of the institution. Balances periodically
exceed the federal depository insurance limit; however, the Company has not experienced any losses on deposits.

 Short-term
investments

 Short-term
investments consists of certificates of deposit and similar time-based deposits with financial institutions with original maturity
dates over three months and up to twelve months. The carrying value approximates fair value due to the short duration of the instrument.

 Property
and Equipment

 Property
and equipment consist primarily of vehicles, furniture and equipment, and are recorded at cost. Expenditures related to acquiring
or extending the useful life of property and equipment are capitalized. Expenditures for repair and maintenance are charged to
operations as incurred. Depreciation is computed using the straight-line method over an estimated useful life of 3 - 20 years.

 Lease
Deposits

 From
time to time, the Company makes deposits in anticipation of executing leases. The deposits are capitalized upon execution of the
applicable agreements.

 Long-lived
Assets

 The
Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable through operations. To determine if these costs are in excess of their recoverable amount,
periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected
future cash flows and/or estimated salvage value in accordance with Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC 360"), Property, Plant and Equipment. The Company's assets susceptible
to impairment analysis are the mineral properties described in Note 4.

Exploration and Development Costs

 All
exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon
acquisition. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations.
If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed
at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine
if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related
property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10-35-15,
 Impairment or Disposal of Long-Lived Assets.

 Share-based
Payments

 The
Company estimates the fair value of share-based compensation on the date of grant using the Black-Scholes valuation model, in
accordance with the provisions of ASC 718, Stock Compensation. Key inputs and assumptions used to estimate the fair value
of stock options include the exercise price of the award, the expected option term, market price of the underlying common stock,
volatility of the common stock, risk-free rate, and dividend yield. Estimates of fair value are not intended to predict actual
future events or the value ultimately realized by the option holders, and subsequent events are not indicative of the reasonableness
of the original estimates of fair value.

 Income
Taxes

 Income
taxes are computed using the asset and liability method, in accordance with ASC 740, Income Taxes. Under the asset and
liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting
and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance
is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 The
Company recognizes and measures a tax benefit from uncertain tax positions when it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company recognizes
a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.
The Company adjusts these liabilities when its judgement changes as a result of the evaluation of new information not previously
available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially
different from the current estimate or future recognition of an unrecognized tax benefit. These differences will be reflected
as increases or decreases to income tax expense in the period in which they are determined. The Company recognizes interest and
penalties related to unrecognized tax positions within the income tax expense line in the consolidated statements of operations.
Management believes the Company has no uncertain tax positions at August 31, 2024 and 2023.

 Basic
and Diluted Income (Loss) Per Share

 The
Company computes income (loss) per share in accordance with ASC 260, Earnings Per Share, which requires presentation of
both basic and diluted earnings per share on the face of the consolidated statements of operations. Basic income (loss) per share
is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common
shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during
the period, including stock options and warrants using the treasury method. Dilutive income (loss) per share excludes all potential
common shares if their effect is anti-dilutive.

 At
August 31, 2024, options to purchase 920,000 shares of common stock were outstanding but not included in the computation of dilutive
earnings per share because these options were antidilutive.

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.

 Fair
Value Measurements

 The
Company accounts for assets and liabilities measured at fair value in accordance with ASC 820, Fair Value Measurements and
Disclosures. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore,
a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset
or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair
value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent
of the reporting entity (observable inputs that are classified with Levels 1 and 2 of the hierarchy) and the reporting entity's
own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).The three
levels of inputs used to measure fair value are as follows:

 Level 1: Observable
 inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

 Level 2: Inputs
 other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 Level 3: Inputs
 that are generally unobservable. These inputs may be used with internally developed methodologies that result in management's
 best estimate of fair value.

 The
Company's financial instruments consist principally of cash, short-term investments and accounts payable and accrued liabilities.
The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due
to their relatively short-term nature. It is management's opinion that the Company is not exposed to any significant currency
or credit risks arising from these financial instruments.

 NOTE
3 – JOINT VENTURE ARRANGEMENTS

 In
August 2018, the Company and Morzev Pty. Ltd. ("Morzev") entered into an agreement (the "2018 Option Agreement")
whereby Morzev was granted the exclusive right to earn and acquire a 70 %
interest in the Round Top Project by financing $ 10
 million of expenditures in connection with the
Round Top Project, increasable to an 80 %
interest, for an additional $ 3
 million payment to the Company. Morzev began
engaging in business as USA Rare Earth and in May 2019 notified the Company that it was nominating USA Rare Earth, LLC ("USARE")
as the optionee under the terms of the 2018 Option Agreement. In August 2019, the Company and USARE entered into an amended and restated
option agreement as further amended on June 29, 2020 (the "2019 Option Agreement" and collectively with the 2018 Option Agreement,
the "Option Agreement"), whereby the Company restated its agreement to grant USARE the exclusive right to earn and acquire
a 70 %
interest, increasable to an 80 %
interest, in the Round Top Project.

 In
May 2021, and in accordance with the terms of the Option Agreement, the Company and USARE entered into a contribution agreement
("Contribution Agreement") whereby the Company and USARE contributed assets to Round Top, at the time a wholly-owned
subsidiary of the Company, in exchange for their initial ownership interests in Round Top, of which the Company initially owned
a membership interest equating to 20 % of Round Top and USARE initially owned a membership interest equating to 80 % of Round Top.
Concurrently therewith, the Company and USARE as the two members entered into a limited liability company agreement ("Operating
Agreement") governing the operations of Round Top which contains customary and industry standard terms as contemplated by
the Option Agreement. USARE serves as manager of Round Top.

 Upon
entry into the Contribution Agreement, the Company assigned the following contracts and assets to Round Top in exchange for its
initial 20 % membership interest in Round Top:

 the assignment and
 assumption agreement with respect to the mineral leases from the Company to Round Top;

 the assignment and
 assumption agreement with respect to the surface lease from the Company to Round Top;

 the assignment and
 assumption agreement with respect to the surface purchase option from the Company to Round Top;

 the assignment and
 assumption agreement with respect to the water lease from the Company to Round Top; and

 the bill of sale
 and assignment agreement of existing data and other relevant contracts and permits with respect to Round Top owned by the
 Company.

 Upon
entry into the Contribution Agreement, USARE assigned the following assets to Round Top (or the Company, as applicable) for its
initial 80 % membership interest in Round Top:

 cash to Round Top
 to continue to fund Round Top operations in the amount of approximately $ 3,761,750 comprising the balance of the $ 10 million
 required expenditure to earn a 70 % interest in Round Top;

 cash in the amount
 of $ 3 million to the Company upon exercise of the USARE option to acquire from the Company an additional 10 % interest in Round
 Top, resulting in the aggregate ownership interest of 80 % in Round Top;

 bill of sale and
 assignment agreement of the Pilot Plant and other relevant contracts and permits to Round Top; and

 bill of sale and
 assignment agreement of existing data and intellectual property owned by USARE to Round Top.

 On
June 26, 2023, the Company, USARE and the manager amended and restated the Operating Agreement and the following material amendments
to the Operating Agreement were adopted:

 Cash
Calls

 On
the basis of the adopted program and budget then in effect, the manager will submit to each member monthly cash calls at least
 10 days before the last day of each month, and within 10 days of receipt, (a) USARE will pay to RTMD, as an additional capital
contribution, its proportionate share of the estimated cash requirements based on its interest and (b) the Company will either
(i) pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its
interest, or (ii) deliver to RTMD a written notice indicating what amount, if any, of the applicable estimated cash requirements
that the Company will contribute (the "Notice of Non-Contribution"). Failure by the Company to deliver payment of
its proportionate share of the estimated cash requirements, as an additional capital contribution, or to deliver a Notice of Non-Contribution
within the 10 day period shall automatically be considered a "Deemed Non-Contribution" and shall have the same effect
as if the Company provided a timely Notice of Non-Contribution with respect to non-contribution of its entire proportionate share
of the applicable cash call.

 Remedies
for Failure to Meet Cash Calls

 Non-Contribution.
Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all or any portion of
any additional capital contribution that it is required to contribute pursuant to a Notice of Non-Contribution or a Deemed Non-Contribution
(such unfunded amount shall be deemed the "Shortfall Amount"), then USARE shall fund the entire Shortfall Amount within
 5 business days after the Notice of Non-Contribution or Deemed Non-Contribution.

 Dilution.
Upon the contribution of the Shortfall Amount by USARE, the interests of the members will be recalculated based on the adjustment
provision set forth below in the sub-heading "– Adjustment of Interests".

 Maximum
Dilution. The dilution of the Company shall not fall below a 3 % interest in RTMD (the "Minimum Percentage Interest").
Upon the contribution by USARE of a Shortfall Amount which otherwise would result in a dilution of the Company below the Minimum
Percentage Interest, USARE will receive a priority distribution of available cash, in addition to a distribution of available
cash to which USARE otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant
to the applicable cash call request, up to the Shortfall Amount that would have resulted in the Company's interest being
further diluted but for the Minimum Percentage Interest (the "Priority Distribution"). The Priority Distribution will
continue until USARE has been reimbursed for its contribution of the Shortfall Amount that would have resulted in the Company
having an interest below the Minimum Percentage Interest, after which time the members shall receive distributions of available
cash pro rata in proportion to their respective interests.

 Adjustment
of Interests. If USARE contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject
to the Minimum Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable
program and budget, by a fraction, expressed as a percentage:

 the numerator of
 which equals the Shortfall Amount actually funded by USARE; and

 the denominator
 of which equals the market capitalization of the Company.

 Distributions

 Cash
in excess of authorized reserves will be distributed to the members pro-rata in proportion to their respective interests on a
periodic basis as determined by the management committee. RTMD will be required to make tax distributions to each member. Once
USARE has been paid the Priority Distribution, if applicable, all distributions made in connection with the sale or exchange of
all or substantially all of RTMD's assets and all distributions made in connection with the liquidation of RTMD will be
made to the members pro-rata in accordance with their respective interests.

 Other
material terms of the Operating Agreement that remain unchanged are as follows:

 Management

 A
management committee will make the major decisions of RTMD, such as approval of the respective program and budget, and the manager
will implement such decisions. The management committee consists of three representatives of the members, with two being appointed
by USARE and one by the Company which is Dan Gorski. The representatives vote the ownership percentage interests of their appointing
member.

 Management
Committee Meetings

 Meetings
will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting
is by simple majority except for certain "major decisions" that require a unanimous vote. So long as the Company maintains
a 15 % or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If the
Company's ownership interest falls below 15 %, the number of unanimous decisions is reduced to five (being the first five
bullet points below). If the Company is acquired by a REE mining company or sells its ownership interest to a REE mining company,
in each case who elects a majority of the Company's board, this unanimous approval requirement can be suspended by USARE,
at its option. The major decisions requiring unanimous approval, as set forth above, are:

 approval of an amendment to any program and
 budget that causes the program and budget to increase by 15 % or more, except for emergencies;

 other than purchase money security interests
 or other security interests in RTMD equipment to finance the acquisition or lease of RTMD equipment used in operations, the
 consummation of a project financing or the incurrence by RTMD of any indebtedness for borrowed money that requires the guarantee
 by any member of any obligations of RTMD;

 substitution of a member under certain circumstances
 and dissolution of RTMD;

 the issuance of an ownership interest or other
 equity interest in RTMD, or the admission of any person as a new member of RTMD, other than in connection with the exercise
 of a right of first offer by a member;

 the redemption of all or any portion of an ownership
 interest, except for limited circumstances provided for in the Operating Agreement;

 a decision to grant authorization for RTMD to
 file a petition for relief under any chapter of the United States Bankruptcy Code, to consent to such relief in any involuntary
 petition filed against RTMD by any third party, or to admit in writing any insolvency of RTMD or inability to pay its debts
 as they become due, or to consent to any receivership of RTMD;

 acquisition or disposition of significant mineral
 rights, other real property or water rights outside of the area of interest as set forth in the Operating Agreement or outside
 of the ordinary course of business;

 the merger of RTMD into or with any other entity;
 and

 the sale of all or substantially all of RTMD's
 assets.

 Manager

 The
manager will manage, direct and control operations in accordance with program and budget, will prepare and present to the management
committee a proposed program and budget, and will generally oversee and implement all of the day to day activities of RTMD. The
manager will conduct necessary equipment and materials procurement and property and equipment maintenance activities, with all
operations to be conducted in accordance with adopted program and budget.

 The
Company accounts for its interest in Round Top using the proportionate consolidation method, which is an exception available to
entities in the extractive industries, thereby recognizing its pro-rate share of the assets, liabilities, and operations of Round
Top in the appropriate classifications in the financial statements.

 NOTE
4 – MINERAL PROPERTIES

 As
further discussed in Note 3, Joint Venture Arrangements, in May 2021, the Company assigned all rights and obligations related
to the Round Top Project to Round Top in exchange for a 20 % interest. The following discussion of the "August 2010 Lease",
"November 2011 Lease", "March 2013 Lease", and "October 2014 Surface Option and Water Lease"
pertain to the Round Top Project and were assigned to Round Top in May 2021.

2010 Lease

 On
August 17, 2010, the Company executed a new mining lease with the Texas General Land Office covering Sections 7 and 18 of Township
7, Block 71 and Section 12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The
mining lease issued by the Texas General Land Office provides for the right to explore, produce, develop, mine, extract, mill,
remove, and market rare earth elements, all other base and precious metals, industrial minerals and construction materials and
all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years so long
as minerals are produced in paying quantities.

 Under
the terms of the lease, Round Top is obligated to pay the State of Texas a total lease bonus of $ 142,518. The Company paid $ 44,718
upon the execution of the lease, and Round Top will be required to pay the remaining $ 97,800 upon submission of a supplemental
plan of operations to conduct mining. Upon the sale of any minerals removed from the Round Top Project, Round Top will pay the
State of Texas a $ 500,000 minimum advance royalty. Thereafter, if paying quantities of minerals are obtained, Round Top will be
required to pay the State of Texas a production royalty equal to eight percent of the market value of uranium and other fissionable
materials removed and sold from the Round Top Project and six and one quarter percent of the market value of all other minerals
removed and sold. If paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term
of the lease for successive one ( 1) year periods pursuant to the following schedule:

 Schedule of August 2010 Lease

 Per
 Acre

 Total

 September 2, 2020 –
 2024

 $

 $

 134,155

 September 2, 2025 – 2029

 178,873

 In
August 2024, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $ 134,155.

2011 Lease

 On
November 1, 2011, the Company executed a mining lease with the State of Texas covering approximately 90
 acres of land that is adjacent to the August
2010 Lease. Under the lease, the Company paid the State of Texas a lease bonus of $ 20,700
 upon the execution of the lease. Upon the sale
of minerals removed from the Round Top Project, Round Top will be required to pay the State of Texas a $ 50,000
 minimum advance royalty. Thereafter, if paying
quantities of minerals are obtained, Round Top will be required to pay the State of Texas a production royalty equal to eight
 percent of the market value of uranium and other
fissionable materials removed and sold from the Round Top Project and six and one quarter percent of the market value of
all other minerals. If paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term of
the lease for successive one ( 1)
year periods pursuant to the following schedule:

 Schedule of November 2011 Lease

 Per
 Acre

 Total

 November 1, 2020 –
 2024

 $

 $

 13,500

 November 1, 2025 – 2029

 18,000

 In
August 2024, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $ 13,500.

 March
2013 Lease

 On
March 6, 2013, the Company purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest Wildlife
and Range Foundation (since renamed the Rio Grande Foundation) for $ 500,000 cash and 1,063,830 shares of common stock valued at
$ 500,000. The Company also agreed to support the Foundation through an annual payment of $ 45,000 for ten years to support conservation
efforts within the Rio Grande Basin. The West Lease comprises approximately 54,990 acres. The purchase of the surface lease provides
unrestricted surface access for the potential development and mining of the Round Top Project.

 October
2014 Surface Option and Water Lease

 On
October 29, 2014, the Company announced the execution of agreements with the Texas General Land Office securing the option to
purchase the surface rights covering the potential Round Top project mine and plant areas and, separately, a groundwater lease.
The option to purchase the surface rights covers approximately 5,670 acres over the mining lease. Round Top may exercise the option
for all or part of the option acreage at any time during the sixteen-year primary term of the mineral lease. The option can be
maintained through annual payments of $ 10,000. The purchase price will be the appraised value of the surface at the time of option
exercise. All annual payments have been made as of the date of this filing.

 The
ground water lease secures the right to develop the ground water within a 13,120 -acre lease area located approximately 4 miles
from the Round Top deposit. The lease terms include an annual minimum production payment of $ 5,000 prior to production of water
for the operation. After initiation of production Round Top will pay $ 0.95 per thousand gallons or $ 20,000 annually, whichever
is greater. This lease remains in effect so long as the mineral lease is in effect.

 Potential
Santa Fe Gold Corporation/Alhambra Project

 In
November 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation ("Santa
Fe"). Under the option agreement, the Company has the right to pursue a joint venture arrangement with Santa Fe to jointly
explore and develop a target silver property to be selected by the Company among patented and unpatented mining claims held by
Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement, if any, is
subject to the successful outcome of a multi-phase exploration plan leading to a bankable feasibility study to be undertaken in
the near future by the Company. Under the contemplated terms of the proposed joint venture agreement, the Company would be project
operator and initially own 50.5 % of the joint venture while Santa Fe would initially own 49.5 %. Additional terms of
the joint venture are to be negotiated between the Company and Santa Fe in the future.

 Under
the terms of the option agreement, the Company plans to conduct a district-wide evaluation among the patented and unpatented claims
held by Santa Fe, as well as the area of interest, consisting of geologic mapping, sampling, trenching, radiometric surveying,
geophysics, drilling and/or other methods as warranted. Based on the district-wide evaluation, the Company would designate a "project
area or areas," the size or sizes of which will be decided at the time, and commence development work. The property covered
in the option agreement is approximately 1,600 acres and covers approximately 75 % of the Black Hawk Mining District.
The area to be studied also includes a two -mile radius "area of interest." The term of the option is for so long
as the Company continues to conduct exploration activities in the Project Area (although there can be no assurance that the Company
will continue to conduct exploration activities in any future period, due to lack of financial resources or otherwise) and can
be exercised on 60 days' notice to Santa Fe. During the term of the option and subject to limited exceptions,
Santa Fe has agreed not to transfer any portion of its patented and unpatented mining claims within the Black Hawk Mining District
without granting the Company the right of first refusal.

 NOTE
5 – INCOME TAXES

 The
following table sets forth a reconciliation of the federal income tax benefit to the United States federal statutory rate of 21 %
for the years ended August 31, 2024 and 2023:

 Schedule of effective income tax rate reconciliation

 2024

 2023

 Income tax benefit at 21%
 statutory rate

 $

 174,932

 $

 544,311

 Stock-based compensation

 ( 51,398

)

 ( 199,950

)

 Increase in valuation allowance

 ( 123,534

)

 ( 344,361

)

 $

 —

 $

 —

 The
tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as a
deferred tax asset and liability. Significant components of the deferred tax assets are set out below along with a valuation allowance
to reduce the net deferred tax asset to zero.

 Management
has established a valuation allowance because, based on an analysis of the tax benefits underlying deferred tax assets, it is
unable to establish that it is more-likely-than-not that a tax benefit will be realized. Significant components of deferred tax
asset at August 31, 2024 and 2023 are as follows:

 Schedule of deferred tax assets and liabilities

 2024

 2023

 Net operating loss carryforward

 $

 4,810,496

 $

 4,702,990

 Difference in property and equipment basis

 977,043

 961,015

 Less valuation allowance

 ( 5,787,539

)

 ( 5,664,005

)

 Net deferred tax asset

 $

 —

 $

 —

 As
a result of a change in control effective in April 2007, net operating losses prior to that date may be partially or entirely
unavailable under tax law, to offset future income and; accordingly, these net operating losses are excluded from deferred tax
assets.

 The
net operating loss carryforward in the approximate amount of $ 22,983,000 began to expire in 2022. The Company files income tax
returns in the United States and in one state jurisdiction. With few exceptions, the Company is no longer subject to United States
federal income tax examinations for fiscal years ending before 2022 and no longer subject to state tax examinations for years
before 2021.

 NOTE
6 – SHAREHOLDERS' EQUITY

 The
Company's authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $ 0.01 per share,
and 10,000,000 preferred shares with a par value of $ 0.001 per share.

 All
shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote
per share in all matters to be voted upon by shareholders. Shares of common stock have no pre-emptive, subscription, conversion
or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of common stock are entitled to equal
ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Company's Board
of Directors (the "Board") out of funds legally available. In the event of a liquidation, dissolution or winding up
of the affairs of the Company, the holders of common stock are entitled to share ratably in all assets remaining available for
distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock
then outstanding.

 Following
is an analysis of common stock issuances during the years ended August 31, 2024 and 2023:

 Issuances
during the fiscal year ended August 31, 2024

 In
October 2023, the Company issued 56,547 shares of common stock to directors for fees earned and expensed during the year ended
August 31, 2023.

the year ended August 31, 2024, the Company issued 509,017 shares of common stock valued at a market value of $ 152,845, as payment
for director fees. In addition, the Company recognized stock compensation and a corresponding charge to additional paid-in capital
in the amount of $ 52,833 for director's fees earned during the quarter ended August 31, 2024. The Company issued the related
 244,599 shares of common stock in October 2024.

the year ended August 31, 2024, the holder of 50,000 common stock options were exercised for total cash consideration of $ 11,000.
The exercise price of the common stock options was $ 0.22 per share.

 Issuances
during the fiscal year ended August 31, 2023

 In
October 2022, we issued 26,833 shares of common stock related to director fees earned and expensed during the year ended August
31, 2022.

the year ended August 31, 2023, the Company issued 109,711 shares of common stock valued at a market value of $ 128,167, as payment
for director fees. In addition, the Company recognized stock compensation and a corresponding charge to additional paid-in capital
in the amount of $ 39,503 for director's fees earned during the quarter ended August 31, 2023. The Company issued the related
 56,547 shares of common stock in October 2023.

 In
January 2020, the Company entered into three separate consulting agreements for total consideration of 699,999 shares of common
stock ( 233,333 per agreement). The common stock underlying the agreements had a total market value of $ 448,000, based on the $ 0.64
quoted market price per share of the common stock on the agreement date. The right to receive the common stock is subject to ratable
vesting over a 24 -month period and at August 31, 2022, all 699,999 shares had vested and 87,501 shares had been issued. The Company
recognized no compensation expense under these consulting agreements during the years ended August 31, 2023 and 2022. The consultants
had requested that the Company hold the remaining shares issuable under the agreements in trust to allow the consultants to request
their shares as they vest. During the year ended August 31, 2023, the Company issued the remaining 612,498 shares under the agreement.

the year ended August 31, 2023, the holders of 110,000 common stock options were exercised for total cash consideration of $ 38,000.
The exercise price of the common stock options ranged from $ 0.22 to $ 0.45 per share.

 Options

 The
following table sets forth certain information as of August 31, 2024 and 2023 concerning common stock that may be issued upon
the exercise of options issued under the Amended 2008 Plan and outside of the Amended 2008 Plan (all options are fully vested
and exercisable at August 31, 2024 and 2023):

 Schedule of options

 Weighted
 Exercise

 Price

 Weighted
 Remaining
 Contractual
 Life

 (In
Years)

 Aggregate
 Intrinsic

 Value

 Outstanding, vested and exercisable
 at August 31, 2022

 520,000

 $

 0.31

 2.79

 $

 693,300

 Options granted

 620,000

 1.11

 —

 —

 Options exercised

 ( 110,000

)

 0.35

 —

 —

 Options cancelled/forfeited/expired

 --

 0.45

 —

 —

 Outstanding, vested and exercisable at August 31, 2023

 1,030,000

 0.31

 2.79

 693,300

 Options granted

 1.97

 —

 —

 Options exercised

 ( 50,000

)

 0.22

 —

 —

 Options cancelled forfeited/expired

 ( 120,000

)

 0.45

 —

 —

 Options vested and exercisable at August 31,
 2024

 920,000

 $

 0.91

 4.37

 $

 784,476

 In
September 2008, the Board adopted the 2008 Stock Option Plan (the "2008 Plan"), which was approved by the Company's
shareholders and provided 2,000,000 shares available for grant. In 2011, 2012, and 2016, the Board adopted amendments to the 2008
Plan, approved by the shareholders, that increased the shares available for issuance under the 2008 Plan by a total of 7,000,000
shares (as amended, the "Amended 2008 Plan"). No further securities are eligible to be issued pursuant to the Amended
2008 Plan.

the year ended August 31, 2024, the Company granted a total of 120,000 non-qualified, non-plan stock options, with a fair value
of $ 39,075 on the date of grant, to a consultant. The fair value of the options was determined using the Black-Scholes option-pricing
model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of
 4.00 %, (ii) estimated volatility of 202 % (iii) dividend yield of 0.00 % and (iv) expected life of all options of 5 years. The Company
recognized the full $ 39,075 as compensation expense during the year ended August 31, 2024.

the year ended August 31, 2024, the holder of 50,000 common stock options were exercised for total cash consideration of $ 11,000.
The exercise price of the common stock options was $ 0.22 per share.

the year ended August 31, 2023, the Company granted a total of 120,000 non-qualified, non-plan stock options, with a fair value
of $ 146,928 on the date of grant, to a consultant. The fair value of the options was determined using the Black-Scholes option-pricing
model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of
 4.00 %, (ii) estimated volatility of 202 % (iii) dividend yield of 0.00 % and (iv) expected life of all options of 5 years. The Company
recognized the full $ 146,928 as compensation expense during the year ended August 31, 2023

the year ended August 31, 2023, the Company granted a total of 500,000 non-qualified, non-plan stock options, with a fair value
of $ 637,548 on the date of grant, to Mr. Marchese for services rendered as chairman of the board of directors. The fair value
of the options was determined using the Black-Scholes option-pricing model. The weighted average assumptions used to calculate
the fair market value are as follows: (i) risk-free interest rate of 5.00 %, (ii) estimated volatility of 194 % (iii) dividend yield
of 0.00 % and (iv) expected life of all options of 5 years. The Company recognized the full $ 637,548 as compensation expense during
the year ended August 31, 2023.

 Warrants

 Warrant
activity for the years ended August 31, 2024 and 2023 was as follows:

 Schedule of warrants

 Weighted
 Exercise

 Price

 Weighted
 Remaining
 Contractual
 Life

 (In
Years)

 Aggregate
 Intrinsic

 Value

 Outstanding and exercisable
 at August 31, 2022

 12,000

 $

 0.04

 1.0

 $

 23,780

 Warrants granted

 —

 —

 —

 —

 Warrants exercised

 —

 —

 —

 —

 Warrants cancelled/forfeited/expired

 ( 12,000

)

 0.04

 —

 —

 Outstanding and exercisable at August 31, 2023

 —

 —

 —

 —

 Warrants granted

 —

 —

 —

 —

 Warrants exercised

 —

 —

 —

 —

 Warrants cancelled forfeited/expired

 —

 —

 —

 —

 Outstanding and exercisable at August 31, 2024

 —

 $

 —

 —

 $

 —

 NOTE
7 – SUBSEQUENT EVENTS

 In
October 2024, we issued 244,599 shares of common stock to our directors for accrued director fees earned from June through August
2024.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 At
the end of the period covered by this Annual Report on Form 10-K for the fiscal year ended August 31, 2024, an evaluation was
carried out under the supervision of and with the participation of our management, including the Chief Executive Officer ("CEO")
and Chief Financial Officer ("CFO"), of the effectiveness of the design and operations of our disclosure controls
and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and
the CFO have concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures
were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and
forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated
to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles ("GAAP"). Management has assessed the effectiveness of internal
control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control-Integrated Framework. A material weakness, as defined by SEC rules,
is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement
of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses in
internal control over financial reporting that were identified are:

 a)

 We did not maintain
 sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application
 of U.S. GAAP commensurate with our complexity and our financial accounting and reporting requirements. We have limited experience
 in the areas of financial reporting and disclosure controls and procedures. As a result, there is a lack of monitoring of
 the financial reporting process and there is a reasonable possibility that material misstatements of the financial statements,
 including disclosures, will not be prevented or detected on a timely basis; and

 b)

 Due to our small
 size, we do not have a proper segregation of duties in certain areas of our financial reporting process. The areas where we
 have a lack of segregation of duties include cash receipts and disbursements, approval of purchases and approval of accounts
 payable invoices for payment. This control deficiency, which is pervasive in nature, results in a reasonable possibility that
 material misstatements of the financial statements will not be prevented or detected on a timely basis.

 As
a result of the existence of these material weaknesses as of August 31, 2024, management has concluded that we did not maintain
effective internal control over financial reporting as of August 31, 2024, based on the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

 This
Annual Report does not include an attestation report of the Company's independent registered public accounting firm regarding
internal control over financial reporting. Management's report was not subject to attestation by our independent registered
public accounting firm pursuant to rules of the SEC that permit the company to provide only management's report in this
Annual Report.

 Changes
to Internal Controls and Procedures over Financial Reporting

 We
regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment.
There were no changes in our internal control over financial reporting that occurred during the year that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Management's
Remediation Plans

 We
will look to increase our personnel resources and technical accounting expertise within the accounting function. Management believes
that hiring additional knowledgeable personnel with technical accounting expertise will remedy the material weakness: insufficient
personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate
with our complexity and our financial accounting and reporting requirements.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth certain information with respect to our current directors and executive officers. The term for each
director expires at our next Annual Meeting or until his successor is appointed and qualified. The ages of the directors and officers
are shown as of August 31, 2024:

 Name

 Age

 Current
 Office with Company

 Positions
 Held Since

 Daniel E. Gorski

 Chief
Executive Officer

 January
2007

2012

 December
 2009

 Cecil Wall

 2007

 Peter Denetclaw

 2019

 LaVern (Vern) Kenneth
 Lund

 May
 2022

 2020

 Donald E Hulse

 March
 2024

 March
 2024

 Chief Financial
 Officer

 February
 2016

 Daniel
E. Gorski – Mr. Gorski has served as a director of the Company since January 2007 and as the Company's chief executive
officer since August 2012. Prior thereto, Mr. Gorski served as the Company's president and chief executive officer from
January 2007 to May 2011 and chief operating officer from May 2011 to December 2011. From July 2004 to January 2006, Mr. Gorski
was the co-founder and vice president of operations for High Plains Uranium Inc., a uranium exploration and development company
that went public on the Toronto Stock Exchange in December 2005. Between June 1996 to May 2004, Mr. Gorski served as an officer
and director of Metalline Mining Co., a publicly traded mining and development company with holdings in the Sierra Mojada Mining
District, Coahuila, Mexico. From January 1992 to June 1996, Mr. Gorski was the exploration geologist under contract to USMX Inc.
and worked exclusively in Latin America. Mr. Gorski earned a BS in 1960 from Sul Ross State College, in Alpine, Texas and an MA
in 1970 from the University of Texas in Austin, Texas. Mr. Gorski has over forty-five years of experience in the mining industry.
Mr. Gorski's extensive technical knowledge and experience in the mining industry combined with his historical relationship
with the Company's principal property, the Round Top project, permits Mr. Gorski to provide the Board with valuable insight
to the exploration and development of the Round Top project. Accordingly, the Board believes that Mr. Gorski should serve on the
Board.

 Anthony
Marchese – Mr. Marchese has served as a director since December 2009. Since July 2018, Mr. Marchese has served as President
of Marchese Management Co., LLC, a strategic advisory firm that consults to both public and private emerging growth companies.
Mr. Marchese also serves as the general partner and chief investment officer of the Insiders Trend Fund, LP, an investment partnership
whose mandate is to invest in those public companies whose officers and/or directors have been active acquirers of their own stock.
Mr. Marchese's prior experience includes TriPoint Global Equities (Managing Director/Capital Markets- 2012-2018), Axiom
Capital Management, Inc. (Managing Director – 2011-2012), Monarch Capital Group, LLC (President and Chief Operating Officer
– 2003 to 2011), Laidlaw Equities (senior vice president - April 1997 to March 2002), Southcoast Capital (senior vice president
– May 1988 to April 1997), Oppenheimer & Co (limited partner – September 1982 to May 1988), Prudential-Bache (vice
president – July 1981 to August 1982) and the General Motors Corporation (analyst – June 1980 to June 1981). Mr. Marchese
served in the military with the Army Security Agency and the U.S. Army Intelligence and Security Command. Mr. Marchese received
an MBA in Finance from the University of Chicago. Mr. Marchese provides the Board with exceptional leadership and management knowledge,
having gained extensive management and corporate finance experience during the course of his career. Mr. Marchese's specific
experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Marchese should serve as
a member of the Board of Directors.

 Cecil
C. Wall – Cecil C. Wall was born in Duchene County, Utah in 1931. Mr. Wall attended Carbon County College and Utah State
University. In 1969, he acquired control of a publicly traded company, Altex Oil Co. (formerly known as Mountain Valley Uranium),
listed on the American Stock Exchange. Under Mr. Wall's leadership, Altex established a 20,000 acre position in what became
the Greater Altamont Field at Altamont, Utah. Mr. Wall sold his interest in Altex in 1985. Mr. Wall was also part of the founding
group for the 2007 reorganization of Standard Silver Corp. which became TMRC. He sat on the TMRC board of directors and served
as the Secretary and Treasurer from January 2004 to April 2012. He is currently the manager for C-Wall Investment Company, LLC,
a Utah Limited Liability Company. In addition, he is the president of several family-owned private companies, and he brings wide
business experience and close relations with many of the original shareholders. Mr. Wall's past experience with the Company
as its Secretary and Treasurer and his past experience with public companies serve the Board at this time by providing needed
guidance on public company matters and insight into the Company's historical operations. Mr. Wall's specific experience,
qualifications, attributes and skills described above led the Board to conclude that Mr. Wall should serve as a member of the
Board of Directors.

 Peter
Denetclaw, Jr. – Mr. Denetclaw has served as a manager of Freeport McMoran since 2008. Mr. Denetclaw has served as vice-chair
of the management committee for Navajo Transitional Energy Company ("NTEC") since 2014. Mr. Denetclaw's specific
mining and business experience and qualifications led the Board to conclude that Mr. Denetclaw, Jr. should serve as a member of
the Board of Directors.

 LaVern
Kenneth Lund – Mr. Lund began his career as an Engineer with North American Coal Corporation (NACoal) in 1996. Mr. Lund
has served as chief executive officer of NTEC since February 1, 2022. Over the past 25 years prior to employment with NTEC Company,
Mr. Lund had held various technical, operational management and executive level positions, including over 18 years of field operating
experience while working at five different surface mines located in North Dakota, Texas and Mississippi. Mr. Lund is a Registered
Professional Engineer in the state of Mississippi. He also holds a Masters of Business Administration from Auburn University and
is a graduate of Wharton Advanced Management Program. Mr. Lund's specific mining and business experience and qualifications
led the Board to conclude that Mr. Lund should serve as a member of the Board of Directors.

 Kevin
Francis – Mr. Francis has served as principal of Mineral Resource Management LLC since April 2016, providing project
management, technical and expert witness services, and permitting leadership to the mining industry. Mr. Francis served as vice
president of project development of Aurcana Corporation from March 2017 to June 2019, managing and advancing all technical studies.
Mr. Francis served as vice president, technical services and general manager of Oracle Mining Corp. from May 2012 to May 2016
(a wholly-owned subsidiary of Oracle Mining Corp. was placed into a court-ordered receivership in 2015), managing interdisciplinary
technical functions including direction of geologists, mining engineers and consultants, as well as developing scopes of work,
managing budgets and reviewing deliverables of studies. Mr. Francis' specific mining and business experience and qualifications
led the Board to conclude that Mr. Francis should serve as a member of the Board of Directors.

 Donald
Hulse – Mr. Hulse has served as director of business development and mining at Forte Dynamics, Inc. since January 2023,
served as a corporate vice-president of WSP USA from July 2021 until December 2023, and served as vice president mining of Gustavson
Associates LLC from February 2008 until July 2021. Mr. Hulse has 40 years of experience in the mining industry, including technical
and general management in a multi-cultural/multi-lingual environment. Mr. Hulse has performed due diligence review and consulting
in mineral resources and mine design and planning in North and South America, Europe and Asia. Mr. Hulse's project experience
includes involvement with gold, silver, base metals, and industrial minerals. Mr. Dulse has led project teams through permitting,
construction and commissioning of two mines in Mexico, and has been a team member for strategic re-engineering three gold operations.
Mr. Hulse was an adjunct professor at Colorado School of Mines from August 2022 through December 2022 and received a B.S. degree
in 1982 from the Colorado School of Mines. Mr. Hulse is a licensed engineer and a "qualified person" as defined in
Item 1300 of Regulation S-K for purposes of reporting on mineral assets for SEC purposes. Mr. Hulse's mining experience
and qualifications led the Board to believe that Mr. Hulse is qualified to serve as a member of the Board.

 Deepak
Malhotra – Mr. Malhotra has served as president and principal of Resource Development Inc., a metallurgical testing
and consulting company that he formed, since 1990. Mr. Malhotra has over 40 years of experience providing consulting services
in process design, process development, plant auditing, project management, and capital and opening cost estimates. Mr. Malhotra
serves or has served as a director of the following public companies: (i) Rare Earth Ridge Resources since 2023; (ii) Euro
Pacific Materials since 2018; (iii) Magellan Gold Corp. from 2016 to December 2023; (iv) Teako Gold Corp. from 2020
to 2022; (v) Cardero Resources from 2016 to 2021; (vi) Canagold Corp. from 2015 to 2022; (vii) Pro Solv Consulting
from 2018 to 2022; and (viii) Resources Development Inc. from 1990 to 2022. Mr. Malhotra holds a Ph. D. in mineral economics
and a M.S. in metallurgical engineering. Mr. Malhotra specializes in strategic planning due diligence, acquisitions, divestures,
training, feasibility studies, preparation of N143-101 documents, and more. Mr. Malhotra has managed projects in research, process
development for new projects, processing plant troubleshooting, plant audits, detailed engineering and overall business management.
Mr. Malhotra has assisted in the commercialization of 15 plants worldwide with capital ranging from $50 to $750 million and has
performed more than 25 audits of mining operations worldwide. Mr. Malhotra holds four patents and has published over 60 articles
and edited several books. Mr. Malhotra's mining experience and qualifications led the Board to believe that Mr. Malhotra
is qualified to serve as a member of the Board.

 Wm.
Chris Mathers – Mr. Mathers has served as chief financial officer of the Company since 2016. Mr. Mathers is a senior
finance and accounting professional with more than 40 years of experience in financial accounting, mergers and acquisition, Securities
and Exchange Commission compliance and operational and administrative support. Mr. Mathers holds a BBA in Accounting from Southwestern
University at Georgetown, Texas, and is a certified public accountant. Mr. Mathers began his career in public accounting in 1981
with the accounting firm of Price Waterhouse focusing on multi-national public audits. From 1983 through 1989, Mr. Mathers was
in private practice focusing on tax preparation, and the financial audits of corporations, partnerships and individuals. From
1989 through 1993, Mr. Mathers was a Controller and Administrative Officer of GJR Investments, Inc., a national real estate firm.
Beginning in 1994, Mr. Mathers began work as chief financial officer for several privately and publicly held companies, including:
InterSystems, Inc. of Houston, Texas, a multi-state manufacturing firm; Nexus Custom Electronics, Inc., a manufacturer of circuit
boards to private industry and the U.S. Department of Defense; Interactive Nutrition International, Inc., Ottawa, Canada, a manufacturer
of Nutritional products.

 Arrangements
between Officers and Directors

 To
our knowledge, there is no arrangement or understanding between any of our directors and executive officers with any other person,
including directors and executive officers, pursuant to which the director or officer was selected to serve in such position,
except as set forth below.

to the investment by NTEC in 2019, NTEC has the right to appoint two director nominees as long as its ownership is at least 2,555,813
shares of our common stock. Messrs. Denetclaw and Lund are the NTEC nominees and currently serve as directors.

 Family
Relationships

 None
of our directors or executive officers are related by blood, marriage, or adoption to any other director or executive officer.

 Board
of Directors Structure

 The
Company's current bylaws require the Board to consist of one or more directors, the number of directors to be determined
from time to time by resolution of the stockholders or by resolution of the Board. The current Board is composed of eight directors.

Independence

 The
Company currently has six independent directors, as defined by the OTC Markets Group OTCQB independence standards, as follows:

 Cecil Wall

 Peter Denetclaw

 Meetings
of the Board and Board Member Attendance at Annual Meeting

the fiscal year ending August 31, 2024, the Board held four (4) meetings of the Board. None of the directors attended fewer than
75% of the board meetings which occurred during their tenure on the Board.

 Communications
to the Board

 Stockholders
who are interested in communicating directly with members of the Board, or the Board as a group, may do so by writing directly
to the individual Board member c/o Corporate Secretary, at P.O. Box 159, 539 El Paso Street, Sierra Blanca, Texas 79851. The Company's
Secretary will forward communications directly to the appropriate Board member. If the correspondence is not addressed to the
particular member, the communication will be forwarded to a Board member to bring to the attention of the Board. The Company's
Secretary will review all communications before forwarding them to the appropriate Board member.

 Board
Committees

 The
Board has established three board committees: an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating
Committee.

 The
information below sets out the current members of each of the Company's board committees and summarizes the functions of
each of the committees in accordance with their mandates.

 Audit
Committee and Audit Committee Financial Experts

 The
Company has a standing Audit Committee and audit committee charter, which complies with Rule 10A-3 of the Exchange Act. The Audit
Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is currently comprised
of three (3) directors, all of whom, in the opinion of the Board, are independent (in accordance with the OTC Markets Group, Inc.
OTCQB independence standards), being Anthony Marchese (Chairman), LaVern Lund and Cecil Wall. Mr. Marchese is a "financial
expert" as defined under Item 407(d)(5) of Regulation S-K.

 The
Audit Committee is responsible for the oversight of the Company's accounting and financial reporting processes. This includes
the selection and engagement of the Company's independent registered public accounting firm and review of the scope of the
annual audit, audit fees and results of the audit.

 The
Audit Committee monitors the Company's audit and the preparation of financial statements and all financial disclosure contained
in the Company's SEC filings. The Audit Committee appoints the Company's external auditors, monitors their qualifications
and independence and determines the appropriate level of their remuneration. The external auditors report directly to the Audit
Committee. The Audit Committee has the authority to terminate the Company's external auditors' engagement and approve
in advance any services to be provided by the external auditors that are not related to the audit.

 A
copy of the Audit Committee charter is available for review on the Company's website at

 Audit
Committee Report

 The
Company's Audit Committee oversees the Company's financial reporting process on behalf of the Board. The Committee
operates under a written charter adopted by the Board.

 The
Committee assists the Board by overseeing the (1) integrity of the Company's financial reporting and internal control, (2)
independence and performance of the Company's independent auditors, (3) and provides an avenue of communication between
management, the independent auditors and the Board.

 In
the course of providing its oversight responsibilities regarding the audited annual financial statements for the year ended August
31, 2024, the Committee reviewed the audited annual financial statements for the year ended August 31, 2024 with management and
the Company's independent auditors. The Committee reviewed accounting principles, practices, and judgments as well as the
adequacy and clarity of the notes to the financial statements.

 The
Committee reviewed the independence and performance of the independent auditors who are responsible for expressing an opinion
on the conformity of those audited financial statements with accounting principles generally accepted in the United States of
America, and such other matters as required to be communicated by the independent auditors in accordance with Auditing Standard
No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board ("PCAOB").

 The
Committee meets with the independent auditors to discuss their audit plans, scope and timing on a regular basis, with or without
management present. The Committee has received the written disclosures and the letter from the independent auditors required by
applicable requirements of the Public Company Accounting Oversight Board for independent auditor communications with Audit Committees
concerning independence, as may be modified or supplemented.

 In
reliance on the reviews and discussions referred to above, the Committee recommended to the Board, and the Board has approved,
that the audited financial statements be included in the Annual Report to the SEC on Form 10-K for the year ended August 31, 2024.
The Committee and the Board have also recommended the selection of Ham, Langston & Brezina, L.L.P. as independent auditors
for the Company for the fiscal year ending August 31, 2024.

 Submitted
by the Audit Committee Members

 (Chairman)

 Cecil
Wall

 LaVern
Lund

 Compensation
Committee

 The
Company has a Compensation Committee comprised of three (3) directors, each of whom, in the opinion of the Board, are independent
(as determined under the OTC Markets Group OTCQB independence standards): Cecil Wall (Chairman), Kevin Francis and Anthony Marchese.

 The
Compensation Committee has adopted a charter. The Compensation Committee is responsible for considering and authorizing terms
of employment and compensation of executive officers and providing advice on compensation structures in the various jurisdictions
in which the Company operates. The Company's Chief Executive Officer may not be present during the voting determination
or deliberations of his or her compensation; however, the Compensation Committee does consult with the Company's Chief Executive
Officer in determining and recommending the compensation of directors and other executive officers.

 In
addition, the Company's Compensation Committee reviews both our overall salary objectives and significant modifications
made to employee benefit plans, including those applicable to executive officers, and proposes awards of stock options. The Compensation
Committee has determined that the Company's compensation policies and practices for its employees generally, not just executive
officers, are not reasonably likely to have a material adverse effect on the Company.

 The
Compensation Committee does not and cannot delegate its authority to determine director and executive officer compensation. Our
Compensation Committee and management did not engage the services of an external compensation consultant during fiscal year 2024.

 A
copy of the Compensation Committee charter is available for review on the Company's website at

 Corporate
Governance and Nominating Committee

 General

 The
Company has a Corporate Governance and Nominating Committee composed of 1 director, Anthony Marchese, with two vacancies.

 The
Company's Corporate Governance and Nominating Committee are responsible for developing the Company's approach to corporate
governance issues. The Committee evaluates the qualifications of potential candidates for director and recommends to the Board
nominees for election at the next annual meeting or any special meeting of stockholders, and any person to be considered to fill
a Board vacancy resulting from death, disability, removal, resignation or an increase in Board size. The Committee has not adopted
a formal policy which sets forth the criteria the Board will assess in connection with the consideration of a candidate. Instead
the Committee considers a multitude of qualifications and characteristics, including the candidate's integrity, reputation,
judgment, knowledge, independence, experience, accomplishments, commitment and skills, all in the context of an assessment of
the perceived needs of the Board at that time.

 A
copy of the Corporate Governance and Nominating Committee charter is available on the Company's website at

 Board
Diversity

 The
Company does not have a formal policy regarding diversity in the selection of nominees for directors. The Corporate Governance
and Nominating Committee does, however, consider diversity on an informal basis as part of its overall selection strategy.

 Recommendations
to the Board

 The
Corporate Governance and Nominating Committee will consider recommendations for director nominees made by stockholders and others
if these individuals meet the criteria for consideration. For consideration by the Corporate Governance and Nominating Committee,
the nominating stockholder or other person must provide the corporate secretary at the Company's principal offices with
information about the nominee, including the detailed background of the suggested candidate that will demonstrate how the individual
meets the Company's director nomination criteria. If a candidate proposed by a stockholder meets the criteria, the individual
will be considered on the same basis as other candidates. There have been no changes to the procedures by which stockholders may
recommend nominees to the board of directors.

 Board
Leadership Structure

 The
Board has reviewed the Company's current Board leadership structure in light of the composition of the Board, the Company's
size, the nature of the Company's business, the regulatory framework under which the Company operates, the Company's
stockholder base, the Company's peer group and other relevant factors. Considering these factors the Board has determined
to have a separate Chief Executive Officer and Chairman of the Board. The Chairman of the Board is a non-executive position. The
Board has determined that this structure is currently the most appropriate Board leadership structure for the Company.

 The
Board of Director's Role in Risk Management Oversight

 The
understanding, identification and management of risk are essential elements for the successful management of the Company. Risk
oversight begins with the Board and the Audit Committee. The Audit Committee reviews and discusses policies with respect to risk
assessment and risk management. The Audit Committee also has oversight responsibility with respect to the integrity of the Company's
financial reporting process and systems of internal control regarding finance and accounting, as well as its financial statements.
Annually, management presents to the Audit Committee a report summarizing the review of the Company's methods for identifying
and managing risks. Based on a review of the nature of operations, the Board does not believe that any areas of the Company have
incentive to take excessive risks that would likely have a material adverse effect on the Company's operations.

 Insider
Trading Policy and Prohibition against Hedging and Pledging Transactions

to our amended and restated insider trading policy adopted in November 2024 which was filed as an exhibit to the Annual Report
("Insider Trading Policy"), short sales of the Company's securities are prohibited. This prohibition also applies
to any derivative securities that provide the economic equivalent of ownership of any of the Company's securities or an
opportunity, direct or indirect, to profit from any change in the value of the Company's securities. In addition, pledging
of our securities as collateral for a loan (or modifying an existing pledge) is not permitted.

 The
Insider Trading Policy sets forth the procedures governing the purchase, sale, and/or other disposition of the Company's
common stock by officers, directors and employees designed to promote compliance with insider trading laws, rules and regulations. Neither any executive officer or director nor the Company adopted or terminated a Rule 10b5-1 trading arrangement (or non-Rule
10b5-1 trading arrangement) during the last fiscal quarter of our fiscal year ended August 31, 2024.

 Code
of Business and Ethical Conduct

 The
Company has adopted a corporate Code of Business and Ethical Conduct administered by its President and Chief Executive Officer,
Daniel Gorski. The Company believes its Code of Business and Ethical Conduct is reasonably designed to deter wrongdoing and promote
honest and ethical conduct, to provide full, fair, accurate, timely and understandable disclosure in public reports, to comply
with applicable laws, to ensure prompt internal reporting of code violations, and to provide accountability for adherence to the
code. The Company's Code of Business and Ethical Conduct provides written standards that are reasonably designed to deter
wrongdoing and to promote:

 Honest and ethical
 conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 Full, fair, accurate,
 timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in
 other public communications made by an issuer;

 Compliance with
 applicable governmental laws, rules and regulations; and

 The prompt internal
 reporting of violations of the code to an appropriate person or persons identified in the code; and

 Accountability for
 adherence to the code.

 The
Company's Code of Business and Ethical Conduct is available on our web site at  A copy of the Code
of Business and Ethical Conduct will be provided to any person without charge upon written request to the Company at its executive
offices. We intend to disclose any waiver from a provision of the Code of Business and Ethical Conduct that applies to any of
the Company's principal executive officer, principal financial officer, principal accounting officer or controller or persons
performing similar functions that relates to any element of the Company's Code of Business and Ethical Conduct on the Company's
website. No waivers were granted from the requirements of the Code of Business and Ethical Conduct during the year ended August
31, 2024, or during the subsequent period thereto.

 ITEM
11. EXECUTIVE COMPENSATION

 The
following summary compensation tables set forth information concerning the annual and long-term compensation for services in all
capacities to the Company for the years stated for those persons who were, at August 31, 2024 named executive officers. "Named
Executive Officer" means: (a) each principal executive officer, (b) the two most highly compensated executive officers other
than the principal executive officer, at the end of the most recently completed financial year; and (c) up to two additional individuals
who would be an Named Executive Officer under paragraph (b) but for the fact that the individual was not serving as an executive
officer of the Company at the end of that financial year. There are only two Named Executive Officers, each of which is listed
below.

 Summary
Compensation Table

 Name and principal position

 Year

 Salary
 (US$)

 Bonus
 (US$)

 Stock or Option Awards
 (US$)

 Nonequity Incentive Plan Compensation

 Nonqualified Deferred Compensation Earnings

 All Other Compensation
 (US$)

 Total Compensation
 (US$)

 Daniel Gorski

 2024

 $

 —

 —

 —

 —

 —

 $

 Chief Executive Officer

 2023

 $

 —

 —

 —

 —

 —

 $

 2024

 $

 —

 —

 —

 —

 —

 $

 Chief Financial Officer

 2023

 $

 —

 —

 —

 —

 —

 $

 In
August 2012, the Company agreed to pay to Mr. Daniel Gorski the amount of $120,000 annually in connection with his appointment
as Chief Executive Officer of the Company. The Company and Mr. Gorski have not entered into a formal written employment agreement
in relation to Mr. Gorski's compensation and employment terms as Chief Executive Officer. Mr. Gorski is currently being
paid $120,000 per year. Mr. Mathers is currently being paid $60,000 per year pursuant to an at-will employment arrangement. The
Company does not believe that its compensation arrangements with its Named Executive Officers creates inherent risks that may
have a material adverse effect on the Company.

 The
Board doesn't grant equity awards to its Named Executive Officers and has no written policy regarding the timing of any
awards to Named Executive Officers.

 As
required under SEC rules adopted pursuant to the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following
information about the relationship between executive compensation and certain measurements of the Company's performance.

 The
following table sets forth the information of our NEOs, consisting of the Company's primary executive officer ("PEO")
and primary financial officer ("PFO") for the fiscal years ended August 31, 2024 and 2023. The amounts represented
under "compensation actually paid" ("CAP") were computed in accordance with SEC rules relative to Item
402(v) of Regulation S-K.

 Pay
Versus Performance Table

 Year

 Summary compensation table total for first PEO (1)

 Summary compensation table total for second PEO (2)

 Compensation actually paid to first PEO

 Compensation actually paid to second PEO

 Average summary compensation table total for non-PEO NEOs (3)

 Average compensation actually paid to non-PEO and NEOs (3)

 Value of initial fixed $100 investment based on total shareholder return

 Net
income
 (Loss)

 8/31/2023

 $

 $

 $

 $

 $
 —

 $
 —

 $
 142.03

 $
 (2,591,961
)

 8/31/2024

 $

 $

 $

 $

 $
 —

 $
 —

 $
 40.31

 $
 (833,009
)

 (1)
Represents amounts actually paid to our CEO Daniel E Gorski

 (2)
Represents amounts actually paid to our CFO Wm Chris Mathers

 (3)
No non-PEO NEOs were paid by the Company as there exists only two employees, Messrs. Gorski and Mathers.

 Executive
Compensation Agreements and Summary of Executive Compensation

the year ended August 31, 2024, the Board and the Company's Compensation Committee were responsible for establishing a compensation
policy and administering the compensation programs of the Company's executive officers.

 Salary

 The
amount of compensation paid by the Company to each of the Company's officers and the terms of those persons' employment
is determined by the Compensation Committee. The Compensation Committee evaluates past performance and considers future incentive
and retention in considering the appropriate compensation for the Company's officers. The Company believes that the compensation
paid to the Company's directors and officers is fair to the Company.

 Stock
Incentive Awards

 The
Compensation Committee believes that the use of direct stock awards is at times appropriate for employees, and in the future may
use direct stock awards to reward outstanding service or to attract and retain individuals with exceptional talent and credentials.
The use of stock options and other awards would be intended to strengthen the alignment of interests of executive officers and
other key employees with those of our stockholders.

 Executive
Compensation Agreements

 Agreement
with Mr. Gorski

 The
Company pays Mr. Daniel Gorski a salary in the amount of $120,000 annually in connection with his appointment as Chief Executive
Officer of the Company. The Company and Mr. Gorski have not entered into a formal written employment agreement.

 Agreement
with Wm. Chris Mathers

 The
Company pays Mr. Wm. Chris Mathers a salary in the amount of $60,000 annually in connection with his appointment as Chief Financial
Officer of the Company. The Company and Mr. Mathers have not entered into a formal written employment agreement.

 Outstanding
Equity Awards At Fiscal Year-End

 There
were no awarded stock options previously issued to Named Executive Officers that were outstanding as of August 31, 2024.

 Nonqualified
Deferred Compensation

 The
Company does not offer nonqualified deferred compensation to any of its named executive officers.

 Compensation
Policy and Practices as it Relates to Risk Management

 Neither
the Compensation Committee nor the Board believe that the Company's compensation practices provide any material risk to,
or have an adverse effect on, the Company, as the compensation consists solely of salary. There is no golden parachute or change
of control compensation arrangements..

Compensation

 The
following table sets forth the compensation granted to our directors during the fiscal year ended August 31, 2024. No cash director
fees are paid and this has been the Company's policy for more than the last two fiscal years. All director fees for services
rendered are paid through the issuance of shares of Company Common Stock or through non-qualified options to purchase shares of
Company Common Stock. No director compensation is paid to Mr. Gorski.

 Fees
 Paid or

 Fee
 Paid or

 Earned
 in

 Earned
 in

 Option

 Cash

 Stock

 Awards

 Total

 Name

 ($)

 ($)

 ($)

 ($)

 $

 —

 $

 61,000

 (1)

 $

 --

 $

 61,000

 Cecil Wall

 $

 —

 $

 31,000

 (1)

 $

 —

 $

 31,000

 Peter Denetclaw, Jr.

 $

 —

 $

 27,000

 (1)

 $

 —

 $

 27,000

 $

 —

 $

 29,000

 (1)

 $

 —

 $

 29,000

 $

 —

 $

 35,000

 (1)

 $

 —

 $

 35,000

 Donald E Hulse

 $

 $

 11,334

 (1)

 $

 $

 11,334

 $

 $

 11,334

 (1)

 $

 $

 11,334

 (1)
This value calculation equates to the market value of our Common Stock on the date of grant of shares of Common Stock issued for
director services rendered, less a 20% discount.

 Each
of our directors are reimbursed reasonable out of pocket expenses associated with attending our board meetings.

 ITEM 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following tables set forth information as of November 18, 2024, regarding the ownership of the Company's common stock by:
(i) each Named Executive Officer, each director and all of the Company's directors and executive officers as a group; and
(ii) each person who is known by us to own more than 5% of the Company's shares of common stock. The number of shares beneficially
owned and the percentage of shares beneficially owned are based on 74,588,426 shares of common stock outstanding as of November
18, 2024.

 Beneficial
ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission. Shares subject
to options that are exercisable within 60 days following November 18, 2024 are deemed to be outstanding and beneficially owned
by the optionee for the purpose of computing share and percentage ownership of that optionee but are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table,
and as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares
shown as beneficially owned by them.

 Name and Address of Beneficial Owner

 Number
of
of
Stock
 Beneficially
 Owned

 Percent
of
 Class
 Beneficially
 Owned

 Daniel E. Gorski

 7,006,423

 9.3
 %

 6,668,270
 (1)

 8.8
 %

 Cecil Wall

 2,010,647
 (2)

 2.7
 %

 488,454

 *

 Peter Denetclaw, Jr.

 10,234,371
 (3)

 13.6
 %

 10,242,538
 (4)

 13.6
 %

 160,118

 *

 Donald E. Hulse

 45,736

 *

 45,736

 *

 All directors and executive officers as a group (9 persons)

 26,950,528
 (5)

 35.7
 %

 Navajo Transitional Energy Company

 10,111,883
 (6)

 13.6
 %

 *
Less than 1%.

 (1)

 Consists
 of (i) 3,903,563 shares of Common Stock owned individually, (ii) 2,264,707 shares of common stock registered in
 the name of the Insiders Trend Fund, LP., an entity in which Mr. Marchese serves as general partner and chief investment officer,
 and (iii) 500,000 shares of common stock underlying a currently exercisable option.

 (2)

 Consists
 of (i) 86,493 shares of Common Stock owned by Cecil Wall individually and (ii) 1,924,154 shares of Common Stock
 owned by various trusts controlled by Mr. Wall.

 (3)

 Comprised
 of (i) 122,488 shares of Common Stock owned individually and (ii) 10,111,883 shares of common stock owned by Navajo
 Transitional Energy Company, of which Mr. Denetclaw is deemed to be a beneficial owner.

 (4)

 Comprised
 of (i) 130,655, shares of Common Stock owned individually and (ii) 10,111,883 shares of common stock owned by Navajo
 Transitional Energy Company, of which Mr. Lund is deemed to be a beneficial owner.

 (5)

 Includes
 (i) 500,000 shares of common stock underlying a currently exercisable option owned by Mr. Marchese and 2,264,707 shares
 of common stock owned by an entity controlled by Mr. Marchese, (ii) 10,111,883 shares of common stock owned by Navajo
 Transitional Energy Company, of which each of Messrs. Lund and Denetclaw are deemed to be a beneficial owner, and (iii) 1,924,154
 shares of common stock owned by various trusts controlled by Mr. Wall.

 (6)

 Messrs.
 Denetclaw and Lund have voting and investment power with respect to these shares.

 It
is believed by the Company that all persons named have full voting and investment power with respect to the shares indicated,
unless otherwise noted in the table and the footnotes thereto. Under the rules of the Securities and Exchange Commission, a person
(or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has
or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition
of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also
deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or
warrants to purchase our common stock.

 The
Company is not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.

 Change
in Control

 The
Company is not aware of any arrangement that might result in a change in control in the future. The Company has no knowledge of
any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result
in a change in the Company's control.

 Section
16(a) Beneficial Ownership Reporting Compliance; Delinquent Section 16(a) Reports

 Section
16(a) of the Exchange Act requires the Company's officers, directors, and persons who beneficially own more than 10% of
the Company's common stock, to file reports of ownership and changes in ownership with the SEC.

 Based
solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, the
Company believes that during fiscal year ended August 31, 2024 the filing requirements applicable to its officers, directors and
greater than 10% percent beneficial owners were complied with, except for: (i) Mr. Lund was issued 8,558 shares of the Company's
Common Stock on October 9, 2023, as a director and failed to timely file a Form 4; (ii) Mr. Lund was issued 19,068 shares
of the Company's Common Stock on May 6, 2024 as a director and failed to timely file a Form 4; (iii) Mr. Lund was issued
31,840 shares of the Company's Common Stock on August 1, 2024 as a director and failed to timely file a Form 4; (iv) Mr.
Denetclaw was issued 19,068 shares of the Company's Common Stock on May 6, 2024 as a director and failed to timely file
a Form 4; (v) Mr. Wall was issued 22,246 shares of the Company's Common Stock on May 6, 2024 as a director and failed
to timely file a Form 4; (vi) Mr. Francis was issued 11,450 shares of the Company's Common Stock on October 9, 2023
as a director and failed to timely file a Form 4; (vii) Mr. Francis was issued 28,602 shares of the Company's Common
Stock on February 9, 2024 as a director and failed to timely file a Form 4; (viii) Mr. Francis was issued 25,424 and 35,377
shares of the Company's Common Stock on May 6, 2024 and August 1, 2024, respectively, as a director and failed to timely
file a Form 4; (ix) Mr. Malhotra was issued 21,816 shares of the Company's Common Stock on August 29, 2024 as a director
and failed to timely file a Form 4, and (x) Mr. Marchese was issued 19,323 shares of the Company's Common Stock on October
9, 2023, 49,258 shares of the Company's Common Stock on February 9, 2024, 46,081 shares of the Company's Common Stock
on May 6, 2024 and 58,373 shares of the Company's Common Stock on August 1, 2024, as a director and failed to timely file
a Form 4.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
Company has a policy for the review of transactions with related persons as set forth in the Company's Audit Committee Charter
and internal practices. The policy requires review, approval or ratification of all transactions in which the Company is a participant
and in which any of the Company's directors, executive officers, significant stockholders or an immediate family member
of any of the foregoing persons has a direct or indirect material interest, subject to certain categories of transactions that
are deemed to be pre-approved under the policy - including employment of executive officers, director compensation (in general,
where such transactions are required to be reported in the Company's proxy statement pursuant to SEC compensation disclosure
requirements), as well as certain transactions where the amounts involved do not exceed specified thresholds.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
following table sets forth information regarding the amount billed to us by our independent auditor, Ham, Langston & Brezina,
L.L.P., for our two fiscal years ended August 31, 2024 and 2023, respectively:

 Years Ended August 31,

 2024

 2023

 Audit Fees

 $
 88,950

 $
 79,000

 Audit Related Fees

 —

 —

 Tax Fees

 5,250

 5,000

 All Other Fees

 —

 —

 Total

 $
 94,200

 $
 84,000

 Audit
Fees

 Consist
of fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements
included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory
and regulatory filings or engagements.

 Audit
Related Fees

 There
were no "Audit Related Fees" charged which would have consisted of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit
Fees".

 Tax
Fees

 Consist
of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of
federal and state income tax returns.

 All
Other Fees

 There
were no "All Other Fees" which would have consisted of fees for product and services other than the services reported
above.

 Policy
on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

 The
Audit Committee has adopted procedures requiring the Audit Committee to review and approve in advance, all particular engagements
for services provided by the Company's independent auditor. Consistent with applicable laws, the procedures permit limited
amounts of services, other than audit, review or attest services, to be approved by one or more members of the Audit Committee
pursuant to authority delegated by the Audit Committee, provided the Audit Committee is informed of each particular service. All
of the engagements and fees for 2024 were pre-approved by the Audit Committee. The Audit Committee reviews with Ham, Langston
& Brezina, L.L.P., whether the non-audit services to be provided are compatible with maintaining the auditor's independence.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

 Documents
filed as part of this Annual Report on Form 10-K or incorporated by reference:

 (1)

 The financial statements
 are listed on the "Index to Financial Statements" in Item 8.

 (2)

 Financial Statement
 Schedules (omitted because the Company is a smaller reporting issuer).

 The
following exhibits are attached hereto or are incorporated by reference:

 Exhibit

 No.

 Description

 2.1

 Plan
 of Conversion, dated August 24, 2012, incorporated by reference to Exhibit 2.1 of our Form 8-K filed with the SEC on August
 29, 2012.

 3.1

 Certificate of Conversion, incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the SEC on August 29, 2012.

 3.2

 Certificate of Incorporation, incorporated by reference to Exhibit 3.2 of our Form 8-K filed with the SEC on August 29, 2012.

 3.3

 Certificate of Amendment, incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the SEC on March 18, 2016

 3.4

 Bylaws, incorporated by reference to Exhibit 3.3 of our Form 8-K filed with the SEC on August 29, 2012.

 3.5

 Stock, par value $0.01; 100,000,000 shares authorized, 72,869,220 shares issued and outstanding as of August 31, 2022.

 4.1

 Form
 of Common Stock Certificate, incorporated by reference to Exhibit 4.1 of our Form 10-K for the period ended August 31, 2009
 filed with the SEC on February 8, 2011.

 4.2

 Form
 of Warrant Indenture, incorporated by reference to Exhibit 4.2 of our Form S-1/A filed with the SEC on December 10, 2014.

 4.3

 Form
 of Class A Warrant, included as Schedule A in Exhibit 4.2.

 4.4

 Form
 of Class B Warrant, included as Schedule B in Exhibit 4.2.

 10.1

 Amended
 and Restated 2008 Stock Option Plan, incorporated by reference to Exhibit 10.1 of our Form 10-Q for the period ended May 31,
 2011 filed with the SEC on July 15, 2011.

 10.2

 Lease, incorporated by reference to Exhibit 10.2 of our Form 10-K for the period ended August 31, 2009 filed with the SEC
 on February 8, 2011.

 10.3

 Lease dated November 2011 with the State of Texas, incorporated by reference to Exhibit 10.3 of the Company's Annual
 Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.4

 Purchase
 option agreement dated September 2014 with the State of Texas, incorporated by reference to Exhibit 10.4 of the Company's
 Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.5

 Groundwater
 lease dated September 2014 with the State of Texas, incorporated by reference to Exhibit 10.5 of the Company's Annual
 Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.6

 ReeTech
 Operating Agreement, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K as filed with the Commission
 on July 21, 2015

 10.7

 Amendment
 Number One to the Reetech Operating Agreement, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K as
 filed with the Commission on November 30, 2015

 10.8

 Amendment
 Number One to the TRER License, incorporated by reference to Exhibit 10.3 to the Company's Form 8-K as filed with the
 Commission on November 30, 2015

 10.9*

 Director's
 Agreement by and between the Company and Anthony Marchese, incorporated by reference to Exhibit 10.6 of our Form 10-K for
 the period ended August 31, 2009 filed with the SEC on February 8, 2011.

 10.10*

 Summary
 of Dan Gorski Employment Arrangement, incorporated by reference to Exhibit 10.10 of the Company's Annual Report on Form
 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019

 10.11*

 Summary
 of Wm. Chris Mathers Employment Arrangement, incorporated by reference to Exhibit 10.11 of the Company's Annual Report
 on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019

 10.12*

 Option
 Agreement for Wm. Chris Mathers incorporated by reference to Exhibit 10.21 of our Amendment No. 2 to its Registration Statement
 on Form S-1 (333-172116) filed with the SEC on May 25, 2011.

 10.13*

 Form
 of Directors Option Agreement incorporated by reference to Exhibit 10.22 of our Amendment No. 2 to its Registration Statement
 on Form S-1 (333-172116) filed with the SEC on May 25, 2011.

 10.14

 Consulting
 Agreement between the Company and Chemetals, Inc., dated January 22, 2013, incorporated by reference to Exhibit 10.1 of the
 Company's Current Report on Form 8-K filed with the SEC on January 28, 2013.

 10.15

 Lease
 Agreement between the Company and Southwest Range & Wildlife Foundation, Inc., dated March 6, 2013, incorporated by reference
 to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on March 12, 2013.

 10.16

 Variation
 agreement with Morzev PTY LTD. (USA Rare Earth) dated October 2018, incorporated by reference to Exhibit 10.16 of the Company's
 Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.17

 Amended
 and Restated Option Agreement with Morzev (USA Rare Earth) dated August 2019, incorporated by reference to Exhibit 10.17 of
 the Company's Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.18

 First
 Amendment to the Amended and Restated Option Agreement with USA Rare Earth dated June 29, 2020, incorporated by reference
 to the definitive proxy statement on Schedule 14A filed with the SEC on July 15, 2020

 10.19

 Lease dated September 2011, incorporated by reference to Exhibit 10.19 of the Form 10-K for the period ended August 31, 2020
 filed with the SEC on November 30, 2020.

 10.20

 Contribution
 Agreement, effective as of May 17, 2021, among USA Rare Earth, LLC, Texas Mineral Resources Corp., and Round Top Mountain
 Development, LLC, filed with the SEC on Form 8-K on May 21, 2021

 10.21

 Limited
 Liability Company Agreement dated effective as of May 17, 2021, among USA Rare Earth, LLC, Texas Mineral Resources Corp.,
 and Round Top Mountain Development, LLC, filed with the SEC on Form 8-K on May 21, 2021

 10.22

 Mineral Exploration and Option Agreement dated effective October 7, 2021 between Standard Silver Corp. and Santa Fe Gold Corporation, filed with the SEC on Form 8-K on November 10, 2021.

 10.23

 Amendment to Mineral Exploration and Option Agreement between Standard Silver Corp. and Santa Fe Gold Corporation, filed with the SEC on Form 8-K on May 30, 2024.

 10.24

 Amended and Restated Limited Liability Company Agreement dated effective as of June 26, 2023, among USA Rare Earth, LLC, Texas Mineral Resources Corp., and Round Top Mountain Development, LLC, filed with the SEC on Form 8-K on June 27, 2023.

 19.1

 Insider Trading Policy (1)

 21.1

 List of Subsidiaries (1)

 31.1

 Section 302 Certification (1)

 31.2

 Section 302 Certification (1)

 32.1

 Section 906 Certification (1)

 32.2

 Section 906 Certification (1)

 101.INS (2)

 101.SCH (2)

 101.CAL (2)

 101.DEF (2)

 101.LAB (2)

 101.PRE (2)

 *
Management contract or compensatory plan or arrangement.

 (1)

 Filed herewith.

 (2)

 Submitted Electronically
 (i) Consolidated Balance Sheets at August 31, 2024 and 2023; (ii) Consolidated Statements of Operations for the
 years ended August 31, 2024 and 2023; (iii) Consolidated Statements of Cash Flows for the years ended August 31, 2024
 and 2023; (iv) Consolidated Statements of Shareholders' Equity for the years ended August 31, 2024 and 2023; and
 (v) Notes to Consolidated Financial Statements.

 ITEM
16. FORM 10-K SUMMARY

 None
included.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

 TEXAS

 /s/
 Daniel E Gorski

 Daniel E Gorski, Chief Executive Officer

 DATED:

 /s/ Wm
 Chris Mathers

 Wm Chris Mathers, Chief Financial Officer

 DATED:

to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

 Signature

 Capacity

 Date

 /s/
 Daniel E Gorski

 Chief Executive Officer, Principal Executive
 Officer and Director

 Daniel E Gorski

 /s/

 Chief Financial Officer

 /s/ Anthony
 Marchese

 Chairman of the Board

 /s/
 Cecil C Wall

 Cecil C Wall

 /s/
 Peter Denetclaw, Jr.

 Peter Denetclaw, Jr

 /s/

 /s/

 /s/ Donald
 E Hulse

 Donald E Hulse

 /s/ Deepak
 Malhotra