SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LIBRA ADVISORS LLC (Last) (First) (Middle) 777 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/09/2011	3. Issuer Name and Ticker or Trading Symbol Texas Rare Earth Resources Corp. [ TRER ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01	3,560,000	D(1)
Common Stock, par value $0.01	3,560,000	I	See Footnote(2)
Common Stock, par value $0.01	440,000	I	See Footnote(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	06/09/2011	05/31/2016	Common Stock, par value $0.01	3,560,000	$2.5	D(1)
Warrants	06/09/2011	05/31/2016	Common Stock, par value $0.01	3,560,000	$2.5	I	See Footnote(2)
Warrants	06/09/2011	05/31/2016	Common Stock, par value $0.01	440,000	$2.5	I	See Footnote(3)

1. Name and Address of Reporting Person* LIBRA ADVISORS LLC (Last) (First) (Middle) 777 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LIBRA ASSOCIATES LLC (Last) (First) (Middle) 777 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LIBRA FUND, L.P. (Last) (First) (Middle) 777 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TANDON RANJAN (Last) (First) (Middle) 777 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are directly owned by Libra Fund, L.P.

2. These securities are directly owned by Libra Fund, L.P. and may be deemed to be beneficially owned by (a) Libra Advisors, LLC by virtue of its role as the investment manager of Libra Fund, L.P., (b) Libra Associates LLC by virtue of its role as the general partner of Libra Fund, L.P. and (c) Ranjan Tandon as the managing member of Libra Advisors, LLC and Libra Associates LLC. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. These securities are held in the accounts of a private investment vehicle over which Libra Advisors, LLC, Libra Associates, LLC and Ranjan Tandon have investment discretion by virtue of their position as the management company, general partner or investment manager, as applicable, of said entities.

	Libra Advisors, LLC, By: /s/ Ranjan Tandon, Managing Member	06/17/2011
	Libra Associates, LLC, By: /s/ Ranjan Tandon, Managing Member	06/17/2011
	Libra Fund, L.P., By: Libra Associates, LLC, General Partner, By: /s/ Ranjan Tandon, Managing Member	06/17/2011
	/s/ Ranjan Tandon	06/17/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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