Rare Element Resources (REEMF) 10-Q 12 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 10, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-34852
Entity Registrant Name	Rare Element Resources Ltd
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	P.O. Box 271049
Entity Address, City or Town	Littleton
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80127
City Area Code	720
Local Phone Number	278-2460
Title of 12(b) Security	None
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Central Index Key	0001419806
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		212,466,889
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 21,466	$ 22,247
Restricted cash (Note 4)		2,700
Due from related party (Note 4)	347	106
Prepaid to related party (Note 4)	1,286
Prepaid expenses and other	38	75
Total Current Assets	23,137	25,128
Equipment, net	15	16
Right of use asset	347	372
Investment in land	600	600
Total Assets	24,099	26,116
CURRENT LIABILITIES
Accounts payable and accrued liabilities	277	407
Due to related party (Note 4)		712
Lease liability, current	124	124
Total Current Liabilities	401	1,243
Reclamation obligation	132	132
Lease liability, long-term	233	253
Repurchase option	1,093	1,047
Total Liabilities	1,859	2,675
Commitments and Contingencies (Note 7)
SHAREHOLDERS' EQUITY:
Common shares, no par value - unlimited shares authorized; shares outstanding at March 31, 2022 and December 31, 2021 - 212,466,889	136,906	136,906
Additional paid in capital	26,748	25,753
Accumulated deficit	(141,414)	(139,218)
Total Shareholders' Equity	22,240	23,441
Total Liabilities and Shareholders' Equity	$ 24,099	$ 26,116

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Common shares, par value	$ 0	$ 0
Common shares, authorized	Unlimited	Unlimited
Common shares, outstanding	212,466,889	212,466,889

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses:
Exploration and evaluation ($138, incurred with related party during the current period)	$ (630)	$ (507)
Corporate administration	(1,470)	(520)
Depreciation and amortization	(26)	(1)
Total operating expenses	(2,126)	(1,028)
Non-operating income (expense):
Interest income	1	0
Accretion expense	(71)	(20)
Total non-operating income (expense)	(70)	(20)
Net loss	$ (2,196)	$ (1,048)
LOSS PER SHARE - BASIC (in dollars per share)	$ (0.01)	$ (0.01)
LOSS PER SHARE - DILUTED (in dollars per share)	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC	212,466,889	167,774,213
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DILUTED	212,466,889	167,774,213

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Exploration expense, net to related party	$ 138

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,196)	$ (1,048)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1	1
Accretion expense	71	20
Right of use asset amortization	25
Lease liability	(20)
Stock-based compensation	995	73
Other	(25)
Total adjustments to reconcile net loss to net cash used in operating activities	(1,149)	(954)
Changes in working capital
Receivables	(241)
Prepaid expenses and other	(1,249)	37
Accounts payable and accrued liabilities	(842)	259
Net cash used in operating activities	(3,481)	(658)
Decrease in cash, cash equivalents and restricted cash	(3,481)	(658)
Cash, cash equivalents and restricted cash - beginning of the period	24,947	2,706
Cash, cash equivalents and restricted cash - end of the period	$ 21,466	$ 2,048

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2020	104,895,245
Beginning balance at Dec. 31, 2020	$ 111,823	$ 24,217	$ (133,816)	$ 2,224
Stock-based compensation		73		73
Net loss			(1,048)	(1,048)
Ending balance, shares at Mar. 31, 2021	104,895,245
Ending balance at Mar. 31, 2021	$ 111,823	24,290	(134,864)	1,249
Beginning balance, shares at Dec. 31, 2021	212,466,889
Beginning balance at Dec. 31, 2021	$ 136,906	25,753	(139,218)	23,441
Stock-based compensation		995		995
Net loss			(2,196)	(2,196)
Ending balance, shares at Mar. 31, 2022	212,466,889
Ending balance at Mar. 31, 2022	$ 136,906	$ 26,748	$ (141,414)	$ 22,240

NATURE OF OPERATIONS

NATURE OF OPERATIONS	3 Months Ended
	Mar. 31, 2022
NATURE OF OPERATIONS
NATURE OF OPERATIONS	1. NATURE OF OPERATIONS Rare Element Resources Ltd. (“we,” “us,” “Rare Element” or the “Company”) was incorporated under the laws of the Province of British Columbia, Canada, on June 3, 1999. Rare Element is the 100%-holder of the Bear Lodge rare earth elements project (the “Bear Lodge REE Project”) located near the town of Sundance in northeast Wyoming. The Bear Lodge REE Project consists of several large, disseminated rare earth elements (“REE”) deposits that comprise one of the highest-grade REE deposits identified in North America and one of the highest-grade europium (Eu) deposits in the world. In addition, the Bear Lodge REE Project has a favorable distribution of the remaining critical rare earth elements. The Company also holds a 100% interest in the Sundance gold project (the “Sundance Gold Project”) that is adjacent to the Bear Lodge REE Project and contains a historical inferred mineral resource primarily composed of three gold targets within the area of the Bear Lodge property. Given the Company’s longstanding focus on the Bear Lodge REE Project and the current interest in REE, the advancement of the Sundance Gold Project has been on hold since 2011 and will likely remain so for the foreseeable future. The Company is currently focused on the advancement of a rare earth processing and separation demonstration plant (“Demonstration Plant”) project. In January 2021, a consortium of companies, of which the Company is a part, received notice from the United States Department of Energy (“DoE”) that the consortium had been selected for negotiation of a potential financial award for the engineering, construction and operation of a Demonstration Plant. The consortium of companies is led by General Atomics, an affiliate of Synchron, and includes certain of General Atomics’ affiliates, and LNV, an Ardurra Group, Inc. company, as engineering and construction subcontractor. A formal proposal was submitted by the consortium in response to a published Funding Opportunity Announcement in mid-2020 for the construction and operation of Demonstration Plant utilizing proprietary technology to produce commercial grade products. The DoE finalized the award, and an agreement was executed by the DoE’s grants/agreement officer on September 27, 2021, with an effective date of October 1, 2021. The Company, as a subrecipient of the award, along with the other consortium members, commenced work on the planning and design of the Demonstration Plant project in November 2021, with the Company’s contractual arrangement with General Atomics finalized in December 2021. The DoE funding is in the amount of $21,900 and represents approximately one ​ To address the Company’s funding needs, during December 2021, the Company completed a rights offering for gross proceeds of approximately $25,400. The Company plans to use the net proceeds from the rights offering for the permitting, licensing, engineering, construction and operation of the Demonstration Plant near the Company’s Bear Lodge Project. The previously discussed $21,900 financial award from the DoE will fund approximately one ​ During the three months ended March 31, 2022, the Company continued work on the Company’s Demonstration Plant project (see Note 4 for a complete discussion). The Company, along with the consortium members, plans to further advance the Demonstration Plant project which includes completing the final plant design, continuing the licensing and permitting, commencing procurement of long lead-time equipment, and initiating early construction activities. For additional information on the Company’s Demonstration Plant project, including the project’s timeline, readers should see Item 2 in our Annual Report on Form 10-K for the year ended December 31, 2021. The Demonstration Plant will be located in Upton, Wyoming on leased facilities. In addition, the Company plans to update its baseline environmental data for the Bear Lodge REE Project. ​ The Company does not have sufficient funds to progress with longer-term activities beyond the Demonstration Plant project, including feasibility studies, permitting and licensing, development and construction related to the Bear Lodge REE Project. Therefore, the achievement of these longer-term activities will be dependent upon securing additional funds through financings, off-take agreements, joint ventures, strategic transactions, or sales of various assets. There is no assurance, however, that the Company will be successful in completing any such other financings or transactions. Ultimately, in the event the Company cannot secure additional financial resources, or complete a strategic transaction in the longer term, it may need to suspend its operational plans or even have to liquidate its business interests, and investors may lose all or part of their investment. The Company has incurred losses since inception, and further losses are anticipated in the development of its business. As of March 31, 2022, the Company had cash and cash equivalents of $21,466 and our cash used in operations during the three months ended March 31, 2022 was $3,481 , the majority of which was related to costs associated with the Demonstration Plant project and general and administrative expenses. COVID-19 Impact on Business In response to the COVID-19 pandemic, the Company implemented travel restrictions, both domestically and internationally, and its employee and consultants abided by government guidance and orders. As a result, the Company saw delays in the metallurgical studies conducted by Umwelt-und Ingenieurtechnik GmbH Dresden (“UIT”) that slowed the progression of the prior test work. Any continued pandemic impact may be material to the completion of the design inputs needed for the Demonstration Plant. Any further economic downturn triggered by COVID-19 and any resulting direct and indirect negative impact on us could have a material adverse impact on our future activities, cash flows and liquidity. The Company may experience higher prices for the equipment and raw materials for the Demonstration Plant due to shortages, commodity inflation and supply chain issues, including transportation delays as a result of COVID-19 and other economic factors. Further, it is unknown what, if any, impact COVID-19 and any resulting economic factors will have on rare earth prices and market supply and demand fundamentals.

BASIS OF ACCOUNTING AND PRESENT

BASIS OF ACCOUNTING AND PRESENTATION	3 Months Ended
	Mar. 31, 2022
BASIS OF ACCOUNTING AND PRESENTATION
BASIS OF ACCOUNTING AND PRESENTATION	2. BASIS OF ACCOUNTING AND PRESENTATION In accordance with U.S. GAAP for interim financial statements, these unaudited condensed consolidated financial statements do not include certain information and note disclosures that are normally included in annual financial statements prepared in conformity with U.S. GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements as of December 31, 2021, which were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal, recurring nature) necessary to present fairly in all material respects the Company’s financial position as of March 31, 2022, and the results of its operations and cash flows for the three months ended March 31, 2022 and 2021 in conformity with U.S. GAAP. These interim results of operations for the three months ended March 31, 2022 may not be indicative of results that will be realized for the full year ending December 31, 2022. ​ Recently Issued Accounting Pronouncements ​ Financial Disclosures of Government Assistance ​ In November 2021, ASU No. 2021-10 was issued which provides guidance for required annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance is effective for all entities for annual periods beginning after December 15, 2021. The Company is still completing its evaluation of the impact of ASU 2021-10. ​

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2022
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS	3. FAIR VALUE OF FINANCIAL INSTRUMENTS GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): ● Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. ● Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of March 31, 2022 and December 31, 2021 are presented in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value at March 31, 2022 ​ ​ Total ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ ​ ​ Money market funds ​ $ 21,120 ​ $ 21,120 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value at December 31, 2021 ​ ​ Total ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ ​ ​ Money market funds ​ $ 22,700 ​ $ 22,700 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

RELATED PARTY

RELATED PARTY	3 Months Ended
	Mar. 31, 2022
RELATED PARTY
RELATED PARTY	4. RELATED PARTY Cost Share Agreement with General Atomics In January 2021, a consortium of companies, of which the Company is a part, received notice from the DoE that the consortium had been selected for negotiation of a potential financial award for the engineering, construction and operation of a Demonstration Plant. The consortium of companies is led by General Atomics, an affiliate of Synchron (the Company’s largest and majority shareholder), and includes certain of General Atomics’ affiliates, and LNV, an Ardurra Group, Inc. company, as engineering and construction subcontractor. A formal proposal was submitted by the consortium in response to a published Funding Opportunity Announcement in mid-2020 for the construction and operation of a Demonstration Plant utilizing proprietary technology to produce commercial grade products. The DoE funding is in the amount of $21,900 and represents approximately one On November 30, 2021, the Company and General Atomics entered into a Cost Share Funding Assumption Agreement (the “Cost Share Agreement”) pursuant to which the Company agreed to assume and pay for certain costs incurred by, and on behalf of, General Atomics for the design, construction, and operation of a Demonstration Plant near the Bear Lodge REE Project in Upton, Wyoming. Pursuant to the terms of the Cost Share Agreement, the Company made a prepayment to General Atomics of $2,700 in January 2022 for the first $2,700 of Company-assumed costs for the Demonstration Plant, with the number and amount of additional prepayments to be subject to the mutual written agreement of the parties. At December 31, 2021, the $2,700 was classified on the Company’s balance sheet as restricted cash. The term of the Cost Share Agreement will continue until the date of completion of the Demonstration Plant, unless terminated earlier by either party. Either party may terminate the Cost Share Agreement immediately upon written notice to the other party if any of the following events occurs: (a) the Cooperative Agreement is terminated for any reason prior to the completion of the Demonstration Plant; (b) the other party commits a material breach of its obligations under the Cost Share Agreement and fails to cure such breach within 30 days; or (c) the other party makes an assignment for the benefit of its creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, or commences any insolvency or bankruptcy proceedings. Upon any early termination of the Cost Share Agreement, the Company must pay for all costs incurred by or on behalf of General Atomics to wind down the Demonstration Plant other than any allowable costs for such wind-down paid for by the DoE. The following table summarizes transactions under the Cost Share Agreement during the three months ended March 31, 2022: ​ ​ ​ ​ ​ Balance of funds paid under the Cost Share Agreement at December 31, 2021 ​ $ — Funds transferred to General Atomics in January 2022 ​ ​ 2,700 Company's share of Demonstration Plant project costs incurred through March 31, 2022 ​ ​ (1,414) Balance of funds remaining on deposit with General Atomics as of March 31, 2022 ​ $ 1,286 ​ As of March 31, 2022 and December 31, 2021, the Company had also recorded related party payables to General Atomics of nil and $712, respectively, for amounts owing to General Atomics under the Cost Share Agreement. The following table summarizes related party receivables due from General Atomics for reimbursable costs incurred by the Company under the Cost Share Agreement during the three months ended March 31, 2022: ​ ​ ​ ​ Balance of receivables due from General Atomics as of December 31, 2021 (1) ​ $ 106 Reimbursable costs incurred by the Company under the Cost Share Agreement through March 31, 2022 ​ ​ 241 Balance of receivables due from General Atomics as of March 31, 2022 (1) ​ $ 347 ​ (1) Because the Company had not yet advanced any funds under the Cost Share Agreement at December 31, 2021, the amounts due from General Atomics at December 31, 2021 represented just the portion of those amounts expected to be paid from DoE sourced funds under the Cooperative Agreement whereas at March 31, 2022 the amounts owing from General Atomics included the full 100% share of all amounts billed by the Company under the Cost Share Agreement; including those amounts to be repaid from the $2,700 advanced by the Company to General Atomics in January 2022. ​ During April 2022, the Company received $286 from General Atomics under the Cost Share Agreement.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2022
LEASES
LEASES	5. LEASES The Company accounts for leases in accordance with ASC 842 – Leases. In considering the lease asset value, the Company considers fixed or variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. Effective September 21, 2021, the Company entered into a lease agreement for real property including land, a facility and office space in Upton, Wyoming for the Demonstration Plant. The lease is a 12-month Total future minimum lease payments as of March 31, 2022 are as follows: ​ ​ ​ ​ ​ Remainder of 2022 ​ $ 93 2023 ​ ​ 124 2024 ​ ​ 124 2025 ​ ​ 93 Total ​ ​ 434 Less interest ​ ​ 77 Present value of lease payments ​ $ 357 ​ During the three months ended March 31, 2022, $30 was included in operating cash flows for amounts paid for operating leases. The weighted average lease term for operating leases is 3.5 years (including renewal options) and the weighted average discount rate is 12%.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2022
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	6. SHAREHOLDERS’ EQUITY Stock-based compensation As of March 31, 2022, the Company had 4,010,000 options outstanding that were issued under the 10% Rolling Stock Option Plan, as amended and restated (the “RSOP”). The fair value of stock option awards granted to directors, officers, employees and/or consultants of the Company are estimated on the grant date using the Black-Scholes option valuation model and the closing price of our common shares on the business day prior to the grant date. There were 1,830,000 and nil options granted during the three months ended March 31, 2022 and 2021, respectively. The significant assumptions used to estimate the fair value of stock option awards using the Black-Scholes option valuation model are as follows for the three months ended March 31, 2022: ​ ​ ​ ​ ​ Risk-free interest rate ​ 1.71 % Expected volatility ​ 135 - 144 % Expected dividend yield ​ Nil Expected term in years ​ 8 ​ ​ The following table summarizes our stock option activity for each of the three months ended March 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2022 ​ ​ 2021 ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Average ​ ​ Number of Stock ​ Exercise ​ ​ Number of Stock ​ Exercise ​ Options Price ​ Options Price Outstanding, beginning of period 2,180,000 ​ $ 1.18 ​ 3,100,000 ​ $ 0.28 Granted 1,830,000 ​ $ 1.40 ​ — ​ $ — Outstanding, end of period 4,010,000 ​ $ 1.28 ​ 3,100,000 ​ $ 0.28 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable, end of period 1,752,500 ​ $ 0.92 ​ 2,725,000 ​ $ 0.19 Non-vested, end of period 2,257,500 ​ $ 1.56 ​ 375,000 ​ $ 0.83 ​ The following table summarizes the intrinsic value and weighted average remaining life for stock options as of March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Remaining As of March 31, 2022: ​ Intrinsic Value ​ Life Stock options outstanding ​ $ 908 ​ 3.4 Stock options exercisable ​ $ 908 ​ 0.2 Stock options non-vested ​ $ — ​ 7.2 ​ For the three months ended March 31, 2022 and 2021, the Company recognized compensation expense related to stock option awards of $995 and $73, respectively. As of March 31, 2022, there was approximately $1,990 of total unrecognized compensation cost related to the 2,257,500 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of approximately 0.7 years. The weighted-average grant-date fair value of options granted during the three months ended March 31, 2022 was $1.40.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	7. COMMITMENTS AND CONTINGENCIES Our commitments and contingencies include the following items: Potential environmental contingency The Company’s exploration and development activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally have become more restrictive. The Company conducts its operations to protect public health and the environment and believes that its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. The ultimate amount of reclamation and other future site-restoration costs to be incurred for existing mining interests is uncertain. Contract commitment – related party Pursuant to the Cost Share Agreement between the Company and General Atomics and as discussed more fully in Note 4, the Company has agreed to assume and pay for approximately one-half of the costs incurred by General Atomics and the other consortium members for the design, construction, and operation of the Demonstration Plant. ​ Asset purchase agreement On October 25, 2021, the Company and Whitelaw Creek LLC, a Wyoming limited liability company (“Whitelaw Creek”), entered into an amendment (the “Amendment”) to the previously announced asset purchase agreement dated October 20, 2016 between the Company and Whitelaw Creek (the “APA”). The Amendment modified certain provisions of the APA related to the terms and conditions of the Company’s option to repurchase (the “Repurchase Option”) approximately 640 acres of non-core real property located in Crook County, Wyoming, that is under consideration for a stockpile facility for the Bear Lodge REE Project. Pursuant to and subject to the terms of the Amendment, among other things the term of the Repurchase Option (which was to expire on October 26, 2021) was extended for up to three

BASIS OF ACCOUNTING AND PRESE_2

BASIS OF ACCOUNTING AND PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2022
BASIS OF ACCOUNTING AND PRESENTATION.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements ​ Financial Disclosures of Government Assistance ​ In November 2021, ASU No. 2021-10 was issued which provides guidance for required annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance is effective for all entities for annual periods beginning after December 15, 2021. The Company is still completing its evaluation of the impact of ASU 2021-10.

FAIR VALUE OF FINANCIAL INSTR_2

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
FAIR VALUE OF FINANCIAL INSTRUMENTS
Schedule of fair value of financial assets and liabilities on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value at March 31, 2022 ​ ​ Total ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ ​ ​ Money market funds ​ $ 21,120 ​ $ 21,120 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value at December 31, 2021 ​ ​ Total ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ ​ ​ Money market funds ​ $ 22,700 ​ $ 22,700 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

RELATED PARTY (Tables)

RELATED PARTY (Tables)	3 Months Ended
	Mar. 31, 2022
RELATED PARTY
Schedule of related party transactions	​ ​ ​ ​ ​ Balance of funds paid under the Cost Share Agreement at December 31, 2021 ​ $ — Funds transferred to General Atomics in January 2022 ​ ​ 2,700 Company's share of Demonstration Plant project costs incurred through March 31, 2022 ​ ​ (1,414) Balance of funds remaining on deposit with General Atomics as of March 31, 2022 ​ $ 1,286
Schedule of related party receivables	​ ​ ​ ​ Balance of receivables due from General Atomics as of December 31, 2021 (1) ​ $ 106 Reimbursable costs incurred by the Company under the Cost Share Agreement through March 31, 2022 ​ ​ 241 Balance of receivables due from General Atomics as of March 31, 2022 (1) ​ $ 347 ​ (1) Because the Company had not yet advanced any funds under the Cost Share Agreement at December 31, 2021, the amounts due from General Atomics at December 31, 2021 represented just the portion of those amounts expected to be paid from DoE sourced funds under the Cooperative Agreement whereas at March 31, 2022 the amounts owing from General Atomics included the full 100% share of all amounts billed by the Company under the Cost Share Agreement; including those amounts to be repaid from the $2,700 advanced by the Company to General Atomics in January 2022.

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2022
LEASES
Schedule of total future minimum lease payments	​ ​ ​ ​ ​ Remainder of 2022 ​ $ 93 2023 ​ ​ 124 2024 ​ ​ 124 2025 ​ ​ 93 Total ​ ​ 434 Less interest ​ ​ 77 Present value of lease payments ​ $ 357

SHAREHOLDERS' EQUITY (Tables)

SHAREHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 31, 2022
SHAREHOLDERS' EQUITY
Schedule of significant assumptions used to estimate fair value	​ ​ ​ ​ ​ Risk-free interest rate ​ 1.71 % Expected volatility ​ 135 - 144 % Expected dividend yield ​ Nil Expected term in years ​ 8
Schedule of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2022 ​ ​ 2021 ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Average ​ ​ Number of Stock ​ Exercise ​ ​ Number of Stock ​ Exercise ​ Options Price ​ Options Price Outstanding, beginning of period 2,180,000 ​ $ 1.18 ​ 3,100,000 ​ $ 0.28 Granted 1,830,000 ​ $ 1.40 ​ — ​ $ — Outstanding, end of period 4,010,000 ​ $ 1.28 ​ 3,100,000 ​ $ 0.28 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable, end of period 1,752,500 ​ $ 0.92 ​ 2,725,000 ​ $ 0.19 Non-vested, end of period 2,257,500 ​ $ 1.56 ​ 375,000 ​ $ 0.83
Schedule of intrinsic value and weighted average remaining life for stock options	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Remaining As of March 31, 2022: ​ Intrinsic Value ​ Life Stock options outstanding ​ $ 908 ​ 3.4 Stock options exercisable ​ $ 908 ​ 0.2 Stock options non-vested ​ $ — ​ 7.2

NATURE OF OPERATIONS (Details)

NATURE OF OPERATIONS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)item	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)	Oct. 01, 2021USD ($)	Dec. 31, 2020USD ($)
Nature of Operations
Cash and cash equivalents	$ 21,466	$ 2,048	$ 24,947		$ 2,706
Cash used in operations	3,481	$ 658
Amount of potential DoE funding				$ 21,900
Percentage of total estimated cost for the project covered by DoE funding				0.50%
Cash and cash equivalents	$ 21,466		22,247
Rights offering authorized amount			$ 25,400
Sundance Gold Project
Nature of Operations
Ownership interest (as a percent)	100.00%
Number of gold targets | item	3
Bear Lodge REE Project
Nature of Operations
Ownership interest (as a percent)	100.00%
UIT
Nature of Operations
Cash used in operations	$ 3,481

FAIR VALUE OF FINANCIAL INSTR_3

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets
Money market funds	$ 21,120	$ 22,700
Level 1
Assets
Money market funds	$ 21,120	$ 22,700

RELATED PARTY (Details)

RELATED PARTY (Details) - USD ($) $ in Thousands	Oct. 01, 2021	Mar. 31, 2022	Jan. 31, 2022	Dec. 31, 2021
Related Party
Amount of potential DoE funding	$ 21,900
Percentage of total estimated cost for the project covered by DoE funding	0.50%
Allowable costs for planned demonstration funded on cost share basis	$ 43,900
Percentage of total cost of the demonstration plant funded by DoE	50.00%
Percentage of total cost of the demonstration plant funded by non federal entity	50.00%
Restricted cash				$ 2,700
General Atomics
Related Party
Allowable costs for planned demonstration funded on cost share basis			$ 2,700
Commitment Amount		$ 2,700	$ 2,700

RELATED PARTY - Schedule of tra

RELATED PARTY - Schedule of transactions (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Related Party
Balance of funds remaining on deposit		$ 1,286
Related party payables			$ 712
General Atomics
Related Party
Funds transferred	$ 2,700
Company's share of demonstration plant project costs incurred		(1,414)
Balance of funds remaining on deposit		1,286
Related party payables		$ 0	$ 712

RELATED PARTY - Schedule of Rel

RELATED PARTY - Schedule of Related Party Receivables (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2022	Mar. 31, 2022
Related Party
Beginning balance of receivables due	$ 106	$ 106
Ending balance of receivables due		347
General Atomics
Related Party
Beginning balance of receivables due	$ 106	106
Reimbursable costs incurred by the Company under the Cost Share Agreement		241
Ending balance of receivables due		347
Percentage of share amount billed	100.00%
Commitment Amount	$ 2,700	2,700
Reimbursable costs		$ 286

LEASES - (Details)

LEASES - (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
LEASES
Option to extend	true
Term of contract	12 months
Operating lease payments	$ 30
Weighted average lease term	3 years 6 months
Weighted average discount rate	12.00%

LEASES - Lease Payments (Detail

LEASES - Lease Payments (Details) $ in Thousands	Mar. 31, 2022USD ($)
Lease payments
Remainder of 2022	$ 93
2023	124
2024	124
2025	93
Total	434
Less interest	77
Present value of lease payments	$ 357

SHAREHOLDERS' EQUITY (Details)

SHAREHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 01, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
SHAREHOLDERS' EQUITY
Options outstanding		4,010,000	3,100,000	2,180,000	3,100,000
Compensation expense for stock option awards		$ 995	$ 73
Unrecognized compensation cost		$ 1,990
Unvested stock options		2,257,500	375,000
Unrecognized compensation cost period of recognition		8 months 12 days
Stock options outstanding		$ 908
Intrinsic value of options exercisable		$ 908
Weighted average grant-date fair value of options granted (in dollars per share)		$ 1.40
Weighted average remaining life of stock options outstanding		3 years 4 months 24 days
Weighted average remaining life of stock options exercisable		2 months 12 days
Weighted average remaining life of unvested stock options		7 years 2 months 12 days
Option granted		1,830,000	0
Rights offering authorized amount				$ 25,400
Percentage of total cost of the demonstration plant funded by DoE	50.00%

SHAREHOLDERS' EQUITY - Fair val

SHAREHOLDERS' EQUITY - Fair value assumptions (Details)	3 Months Ended
	Mar. 31, 2022
Risk-free interest rate	1.71%
Expected dividend yield
Expected term in years	8 years
Minimum
Expected volatility	135.00%
Maximum
Expected volatility	144.00%

SHAREHOLDERS' EQUITY - Stock op

SHAREHOLDERS' EQUITY - Stock option activity (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Number of Stock Options
Outstanding, beginning of period	2,180,000	3,100,000
Granted	1,830,000	0
Outstanding, end of period	4,010,000	3,100,000
Exercisable, end of period	1,752,500	2,725,000
Non-vested, end of period	2,257,500	375,000
Weighted Average Exercise Price
Outstanding, beginning of period (in dollars per share)	$ 1.18	$ 0.28
Granted (in dollars per share)	1.40
Outstanding, end of period (in dollars per share)	1.28	0.28
Exercisable, end of period (in dollars per share)	0.92	0.19
Non-vested, end of period (in dollars per share)	$ 1.56	$ 0.83

SHAREHOLDERS' EQUITY - Intrinsi

SHAREHOLDERS' EQUITY - Intrinsic value and weighted average remaining life for stock (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
SHAREHOLDERS' EQUITY
Intrinsic value of options outstanding	$ 908
Intrinsic value of stock options exercisable	$ 908
Weighted average remaining life of stock options outstanding	3 years 4 months 24 days
Weighted average remaining life of stock options exercisable	2 months 12 days
Weighted average remaining life of unvested stock options	7 years 2 months 12 days

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Oct. 25, 2021USD ($)	Oct. 01, 2021USD ($)	Mar. 31, 2022USD ($)	Jan. 31, 2022USD ($)	Dec. 31, 2021USD ($)	Oct. 20, 2016a
Commitments and Contingencies
Due to related party (Note 4)					$ 712
Percentage of total cost of the demonstration plant funded by DoE		50.00%
Percentage of total cost of the demonstration plant funded by non federal entity		50.00%
Allowable costs for planned demonstration funded on cost share basis		$ 43,900
Restricted cash (Note 4)					2,700
General Atomics
Commitments and Contingencies
Commitment Amount			$ 2,700	$ 2,700
Due to related party (Note 4)			$ 0		$ 712
Allowable costs for planned demonstration funded on cost share basis				$ 2,700
Amendment to Whitelaw Creek Asset Purchase Agreement
Commitments and Contingencies
Area of non core property | a						640
Repurchase of option extension term	3 years
Repurchase of option extension payment per annum	$ 25
Exercise price of repurchase option	1,000
Amendment to Whitelaw Creek Asset Purchase Agreement | Maximum
Commitments and Contingencies
Exercise price of repurchase option	1,850
Amendment to Whitelaw Creek Asset Purchase Agreement | Minimum
Commitments and Contingencies
Exercise price of repurchase option	$ 1,200