Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report: November 14, 2012

(Date of earliest event reported)


Texas Rare Earth Resources Corp.
(Exact Name of Registrant as Specified in Charter)


(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


539 El Paso Avenue
Sierra Blanca, Texas

(Address of principal executive offices)


(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:


¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 8.01. Other Events.


Quotation on the OTCQX U.S.


Further to the discussion in the Company’s previous 8-K, filed with the Commission on May 18, 2012, the 180 calendar day grace period for the Company to regain compliance with the minimum bid price requirement of $1.00 under the rules of the OTCQX U.S. Premier expired on November 13, 2012. Starting on November 14, 2012, the quotations for the Company’s shares of common stock have been moved from the OTCQX U.S. Premier to the OTCQX U.S. for continued quotations.


Lawsuit between Texas GLO and Southwest Range & Wildlife Foundation, Inc.


The Company has learned that the Texas General Land Office (the “GLO”) has filed a lawsuit (the “Lawsuit”) against the Southwest Range & Wildlife Foundation, Inc. (the “Foundation”) seeking a declaratory judgment that the restrictions on mining in Section 5.06(1) (no mining during hunting season), Section 5.06(2) (no mining after dark or before dawn), and Section 5.06(4) (no lights) of the grazing and agricultural lease (Surface Lease SL 20040002, known as the “West Lease”) are legally void and unenforceable in violation of the public policy of the State of Texas. State of Texas v. Southwest Range & Wildlife Foundation, Inc.; Cause No. 4273 in the 205th District Court of Hudspeth County, Texas.


One of the Company’s two mining leases with the GLO at its Round Top project (Lease M-113117, the “Mining Lease”)) covers land subject to the West Lease. By letter dated March 27, 2012, the GLO had previously advised the Foundation that, effective immediately, the State of Texas declared the restrictions on mining void and unenforceable. Immediately thereafter, the GLO had provided the Company with an amendment to the Mining Lease, signed by the GLO on March 29, 2012, which removed all mining restrictions which are the subject of the Lawsuit. The GLO is now seeking declaratory relief to enjoin the Foundation from challenging the removal of the mining restrictions from the Mining Lease.


An adverse outcome for the GLO in the Lawsuit could adversely affect the Company’s ability to mine at its Round Top project by restricting mining during hunting season and preventing mining at night. The Company is not a party to the Lawsuit. The Company will continue to monitor the progress of the Lawsuit.




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.




DATE:  November 23, 2012 By: /s/ Daniel Gorski

Daniel Gorski

Chief Executive Officer