Texas Rare Earth Resources Board of Directors Reports Findings of Internal Review
Texas Rare Earth Resources Corp. (the 'Company?) (OTCQX: TRER), a rare
earths mineral exploration and development company, announced today that
since March of 2012, the Corporate Governance and Nominating Committee
(the 'Committee?) of the Board of Directors (the 'Board?) of Texas Rare
Earth Resources Corp. (the 'Company?), which is composed entirely of
independent directors, with the assistance of independent special
counsel to the Committee, has been conducting an internal review and
investigation of certain matters of corporate governance and compliance
with federal securities laws (the 'Internal Review?).
As a result of the recent report of the independent counsel on such
counsel′s findings of the Internal Review and a further review of the
recommendations of independent counsel by the Committee and the Board,
at the direction of the Board, the Company contacted the Securities and
Exchange Commission (the 'SEC?) on June 8, 2012, to report the Company′s
findings of potential federal securities law violations concerning two
directors of the Company.
Among other matters the Internal Review identified certain statements by
Mr. Daniel Gorski and Mr. Anthony Marchese, directors of the Company,
made in certain investor presentations and investor materials in late
2010 and 2011 regarding the gross in-situ value of rare earth minerals
contained in the rhyolite host rock at the Company′s Round Top Project
exceeding $100 billion and certain statements made during an investor
presentation by Mr. Marchese in early 2011 regarding the rhyolite host
rock deposit at the Round Top Project being much larger than 1.6 billion
tons. Upon review by the Board, the projections and estimates regarding
gross in-situ value and gross tonnage of host rock at the Round Top
Project do not appear to have been made in conformity with Company′s
best industry standards approach to releasing information regarding its
mineral projects and, in that context, did not have sufficient technical
justification. These statements regarding projections and estimates
regarding gross in-situ value and gross tonnage of host rock at the
Round Top Project, or similar statements made by third-parties, do not
reflect the view of current management of the Company or the Board and
should not be relied upon by investors.
The Company anticipates releasing later this month a Preliminary
Economic Assessment (the 'PEA?) on the Round Top Project prepared by
Gustavson Associates of Denver, Colorado. The PEA will detail the
preliminary, estimated economic value of the rare earth minerals and the
estimated size of the rhyolite host rock contained at the Round Top
Project.
On the basis of the above-referenced statements and the recommendation
of independent counsel, the Board has requested that Messrs. Gorski and
Marchese resign from the Board, which has not occurred to date.
The implementation of the other recommendations of independent counsel
for the Internal Review is on-going and the Company has agreed to report
back to the SEC promptly as the Board and management of the Company work
to implement such recommendations and undertake such other actions as
the Board deems necessary and appropriate to address the potential
violations of federal securities laws in the best interests of the
Company and its shareholders.
While certain aspects of the Internal Review are ongoing, the conduct
reported to the SEC to date does not involve any current officers of the
Company. Further, the conduct under review has no effect on the
financial reports of the Company, including the financial statements
contained in the Company′s most recently submitted annual report on Form
10-K, as filed on November 22, 2011, and quarterly report on Form 10-Q,
as filed on April 16, 2012.
About Texas Rare Earth Resources
Texas Rare Earth Resources Corp.′s primary focus is exploring and
developing its Round Top rare earth minerals project. The Round Top
project is located in Hudspeth County, Texas, 85 miles east of El Paso,
Texas. The Company′s common stock trades on the OTCQX U.S. Premier tier
under the symbol 'TRER.?
For more information on Texas Rare Earth Resources Corp., visit
its website at trer.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the U.S. Securities Act of 1933, as amended, and U.S.
Securities Exchange Act of 1934, as amended. The implementation of the
recommendations of independent counsel, the potential of reporting back
to the SEC regarding such implementation of recommendations, the
potential for other actions to be taken to address the potential
violations of federal securities laws and the anticipated release of the
PEA are forward-looking statements. When used in this report, the words
'potential,? 'indicate,? 'expect,? 'intend,? 'hopes,? 'believe,? 'may,?
'will,? 'if,? 'anticipate? and similar expressions are intended to
identify forward-looking statements. These statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such statements. Such factors
include, among others, uncertainty in relation to the developing nature
of the Internal Review and the Company′s discussions with the SEC,
uncertainty regarding the Company′s work towards implementing the
recommendations of independent counsel and taking other actions to
address any potential violations, risks and uncertainty regarding the
completion and release of the PEA and the contents of the PEA, as well
as those factors discussed under the heading 'Risk Factors? in the
Company′s quarterly report on Form 10-Q as filed on April 16, 2012 and
the Company′s latest annual report on Form 10K as filed on November 22,
2011 and other documents filed with the U.S. Securities and Exchange
Commission. 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. Except as
required by law, the Company assumes no obligation to publicly update
any forward-looking statements, whether as a result of new information,
future events, or otherwise.
Texas Rare Earth Resources Corp.
Nadine Wakely, 303-597-8737
Director,
Investor Relations
nwakely@trer.com
