Texas Mineral Resources (TMRC) 8-K Material Modifications to Rights of Security Holders

EXHIBIT 3.1

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A NON-DELAWARE CORPORATION

TO A DELAWARE CORPORATION

PURSUANT TO SECTION 265 OF THE

DELAWARE GENERAL CORPORATION LAW

1. The jurisdiction where the Non-Delaware Corporation first formed is Nevada.

2. The jurisdiction immediately prior to filing this Certificate of Conversion is Nevada.

3. The date the Non-Delaware Corporation first formed is July 29, 1970.

4. The name of the Non-Delaware Corporation immediately prior to filing this Certificate of Conversion is Texas Rare Earth Resources Corp.

5. The name of the Corporation as set forth in the Certificate of Incorporation is Texas Rare Earth Resources Corp.

6. This Certificate of Conversion shall be effective at 11:59 pm EDT on August 24, 2012.

IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Non-Delaware Corporation have executed this Certificate of Conversion on the 24th day of August, 2012.

By:	/s/ Daniel Gorski
	Daniel Gorski
	Chief Executive Officer