SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 20, 2013
(Date of earliest event reported)
Texas Rare Earth Resources Corp. (Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | 0-53482 (Commission File Number) | 87-0294969 (IRS Employer Identification No.) |
539 El Paso Street Sierra Blanca, TX (Address of principal executive offices) | 79851 (Zip Code) |
Registrant’s telephone number, including area code: (915) 369-2133
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On December 20, 2013, Texas Rare Earth Resources Corp. (the “Registrant”) received an updated Preliminary Economic Assessment (the “Preliminary Economic Assessment”) dated December 20, 2013 with an effective date of November 30, 2013, for the Registrant’s Round Top Rare Earth Element Project. The Preliminary Economic Assessment is hereby being furnished to the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this Current Report on Form 8-K to satisfy the Registrant’s “public disclosure” obligations under Regulation FD of the SEC. The Preliminary Economic Assessment was prepared in accordance with National Instrument 43-101 of the Canadian Securities Administrators (“NI 43-101”) by Donald E. Hulse, P.E., Principal Mining Engineer of Gustavson Associates, LLC, M. Claiborne Newton, III, Ph.D., Chief Geologist of Gustavson Associates, LLC and Deepak Malhotra, Ph.D., President of Resource Development, Inc., each of whom is a Qualified Person as defined by NI 43-101.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the Preliminary Economic Assessment is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
All mineral resources in the Preliminary Economic Assessment have been estimated in accordance with the definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. U.S. reporting requirements for disclosure of mineral properties are governed by the SEC Industry Guide 7 (“Guide 7”). NI 43-101 and Guide 7 standards are substantially different. 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 Guide 7. Under Guide 7 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.
The Preliminary Economic Assessment uses the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource”. These terms are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all 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 pounds” 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 SEC standards as in place tonnage and grade without reference to unit measures.
Item 9.01. Exhibits
The following Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the Securities and Exchange Commission pursuant to Regulation FD.
| Exhibit | Description |
| | |
| 99.1 | Preliminary Economic Assessment for the Round Top Rare Earth Element Project, dated December 20, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | TEXAS RARE EARTH RESOURCES CORP. |
| | | |
| | | |
| | By: | /s/ Daniel Gorski |
| DATE: December 23, 2013 | | Daniel Gorski Chief Executive Officer |
EXHIBIT INDEX
The following Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the Securities and Exchange Commission pursuant to Regulation FD.
| Exhibit | Description |
| | |
| 99.1 | Preliminary Economic Assessment for the Round Top Rare Earth Element Project, dated December 20, 2013. |
