Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 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 | Q3 | |
Document Fiscal Year Focus | 2022 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 18,805 | $ 22,247 |
Restricted cash (Note 4) | 2,700 | |
Due from related party (Note 4) | 127 | 106 |
Prepaid to related party (Note 4) | 1,496 | |
Prepaid expenses and other | 201 | 75 |
Total Current Assets | 20,629 | 25,128 |
Equipment, net | 15 | 16 |
Right of use asset | 298 | 372 |
Investment in land | 600 | 600 |
Total Assets | 21,542 | 26,116 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 466 | 407 |
Due to related party (Note 4) | 712 | |
Lease liability, current | 124 | 124 |
Total Current Liabilities | 590 | 1,243 |
Reclamation obligation | 132 | 132 |
Lease liability, long-term | 191 | 253 |
Repurchase option | 1,235 | 1,047 |
Total Liabilities | 2,148 | 2,675 |
Commitments and Contingencies (Note 7) | ||
SHAREHOLDERS' EQUITY: | ||
Common shares, no par value - unlimited shares authorized; shares outstanding at September 30, 2022 and December 31, 2021 - 212,466,889 | 136,906 | 136,906 |
Additional paid in capital | 28,233 | 25,753 |
Accumulated deficit | (145,745) | (139,218) |
Total Shareholders' Equity | 19,394 | 23,441 |
Total Liabilities and Shareholders' Equity | $ 21,542 | $ 26,116 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Exploration and evaluation | $ (770) | $ (383) | $ (2,267) | $ (1,307) |
Corporate administration | (925) | (829) | (4,072) | (2,177) |
Depreciation and amortization | (25) | (2) | (75) | (4) |
Total operating expenses | (1,720) | (1,214) | (6,414) | (3,488) |
Non-operating income (expense): | ||||
Interest income | 78 | 0 | 100 | 0 |
Accretion expense | (71) | (20) | (213) | (60) |
Other income | 8 | |||
Total non-operating income (expense) | 15 | (20) | (113) | (60) |
Net loss | $ (1,705) | $ (1,234) | $ (6,527) | $ (3,548) |
LOSS PER SHARE - BASIC (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
LOSS PER SHARE - DILUTED (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC | 212,466,889 | 168,187,413 | 212,466,889 | 168,043,640 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DILUTED | 212,466,889 | 168,187,413 | 212,466,889 | 168,043,640 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (1,705) | $ (1,234) | $ (6,527) | $ (3,548) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 1 | 4 | ||
Accretion expense | 71 | 20 | 213 | 60 |
Right of use asset amortization | 74 | |||
Lease liability | (62) | |||
Stock-based compensation | 452 | 535 | 2,480 | 1,060 |
Other | (25) | |||
Total adjustments to reconcile net loss to net cash used in operating activities | (3,846) | (2,424) | ||
Changes in working capital | ||||
Receivables | (21) | |||
Prepaid expenses and other | (1,622) | (57) | ||
Accounts payable and accrued liabilities | (653) | 212 | ||
Net cash used in operating activities | (6,142) | (2,269) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Stock option exercise | 10 | |||
Net cash and cash equivalents provided by financing activities | 10 | |||
Decrease in cash, cash equivalents and restricted cash | (6,142) | (2,259) | ||
Cash, cash equivalents and restricted cash - beginning of the period | 24,947 | 2,706 | ||
Cash, cash equivalents and restricted cash - end of the period | $ 18,805 | $ 447 | $ 18,805 | 447 |
Supplemental cash flow disclosure: | ||||
Right of use asset - operating lease capitalized | $ 397 |
CONDENSED CONSOLIDATED STATEM_3
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 option exercise, shares | 413,200 | 425,000 | ||
Stock option exercise, amount | $ 10 | $ 10 | ||
Stock-based compensation | 1,060 | 1,060 | ||
Net loss | (3,548) | (3,548) | ||
Ending balance, shares at Sep. 30, 2021 | 105,308,445 | |||
Ending balance at Sep. 30, 2021 | $ 111,833 | 25,277 | (137,364) | (254) |
Beginning balance, shares at Jun. 30, 2021 | 105,308,445 | |||
Beginning balance at Jun. 30, 2021 | $ 111,833 | 24,742 | (136,130) | 445 |
Stock-based compensation | 535 | 535 | ||
Net loss | (1,234) | (1,234) | ||
Ending balance, shares at Sep. 30, 2021 | 105,308,445 | |||
Ending balance at Sep. 30, 2021 | $ 111,833 | 25,277 | (137,364) | (254) |
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 | 2,480 | 2,480 | ||
Net loss | (6,527) | (6,527) | ||
Ending balance, shares at Sep. 30, 2022 | 212,466,889 | |||
Ending balance at Sep. 30, 2022 | $ 136,906 | 28,233 | (145,745) | 19,394 |
Beginning balance, shares at Jun. 30, 2022 | 212,466,889 | |||
Beginning balance at Jun. 30, 2022 | $ 136,906 | 27,781 | (144,040) | 20,647 |
Stock-based compensation | 452 | 452 | ||
Net loss | (1,705) | (1,705) | ||
Ending balance, shares at Sep. 30, 2022 | 212,466,889 | |||
Ending balance at Sep. 30, 2022 | $ 136,906 | $ 28,233 | $ (145,745) | $ 19,394 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 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 holds a 100% interest in 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. In addition, to neodymium-praseodymium (“Nd/Pr”), the Bear Lodge REE Project has a favorable distribution for a number of other 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 (the “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, 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 the 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’s share of the Demonstration Plant project funding is $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 is using 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 noted $21,900 financial award from the DoE will fund approximately one During 2022, the Company has continued its work on the Demonstration Plant project. This work is expected to continue over the remainder of 2022 and through the Demonstration Plant project’s expected completion date in the early part of 2025 (see Note 4 for a complete discussion). As of September 30, 2022, the Demonstration Plant project had achieved the 60% plant design milestone. It is now anticipated that the Demonstration Plant’s design will be complete by the end of 2022, followed by the completion of permitting activities in the second quarter of 2023 and the completion of the plant’s construction within a period of twelve months thereafter. Operations to process and separate the rare earth elements from the stockpiled sample will follow for an additional eight Originally scheduled for later in the Demonstration Plant project’s timeline, the procurement of certain long-lead equipment has been moved earlier in the schedule due to price inflation and supply chain concerns. This scheduling change, in turn, necessitated a contract modification with the DoE. This modification, which was negotiated between General Atomics and the DoE, was completed during September 2022. While not impacting the Demonstration Plant project’s overall timeline of 40 months, the modification changed the DoE’s first project continuation decision point from October 2022 to December 2022 upon final engineering and design, a second continuation decision point was moved to May 2023 to coincide with the expected completion of the U.S. Nuclear Regulatory Commission and the DoE National Environmental Policy Act licensing and approval processes. For additional information on the Demonstration Plant project, see Item 2 in our Annual Report on Form 10-K for the year ended December 31, 2021. Over the next three months, the Company also 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 development activities beyond the Demonstration Plant project, including feasibility studies, permitting and licensing, and 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 potentially 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 September 30, 2022, the Company had cash and cash equivalents of $18,805 and our cash used in operations during the nine months ended September 30, 2022 was $6,142 , of which approximately $3,600 was used for the payment of costs associated with the Demonstration Plant project while the remainder was used for the payment of the Company’s general and administrative expenses and other on-going costs of sustaining its properties and mining claims. External Factors 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 or similar impacts from other external influences (such as the Russia/Ukraine war) could be material to the completion of the Demonstration Plant and could have a material adverse impact on our future activities, cash flows and liquidity. As a result of one or more of these factors, the Company has seen and continues to see higher prices for the equipment and raw materials needed for the Demonstration Plant due to shortages, commodity inflation and supply chain issues. Further, it is unknown what, if any, impact these external influences and any resulting economic effects will have on REE prices and market supply and demand fundamentals. |
BASIS OF ACCOUNTING AND PRESENT
BASIS OF ACCOUNTING AND PRESENTATION | 9 Months Ended |
Sep. 30, 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 September 30, 2022, and the results of its operations and cash flows for the three and nine months ended September 30, 2022 and 2021 in conformity with U.S. GAAP. These interim results of operations for the three and nine months ended September 30, 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, the FASB issued ASU No. 2021-10 Government Assistance (Topic 832) Disclosures by Business Entities About Government Assistance, which requires additional footnote disclosure around material government assistance received by the entity. The disclosure includes the nature and amount of government assistance, commitments made by the Company, and significant components of the terms and conditions of the assistance. The Company is evaluating the impact of this pronouncement on its annual financial statements. The standard will be effective for the Company starting with our Annual Report on Form 10-K for the year ended December 31, 2022. Because the standard only affects footnote disclosure, it is not expected to result in a material effect on our financial statements |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS U.S. 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 September 30, 2022 and December 31, 2021 are presented in the following table: Fair value at September 30, 2022 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 13,593 $ 13,593 $ — $ — U.S. Treasury bills 4,976 4,976 — — 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 | 9 Months Ended |
Sep. 30, 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 the 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 the Demonstration Plant utilizing proprietary technology to produce commercial grade products. The DoE’s share of the Demonstration Plant project funding is $21,900 and represents approximately one date of October 1, 2021. The DoE award was finalized through a cooperative agreement dated October 1, 2021 (the “Cooperative Agreement”) that was awarded by the DoE for the Demonstration Plant. The Cooperative Agreement provides that up to approximately $43,900 in allowable costs for the Demonstration Plant would be funded on a cost-share basis, 50% by the DoE and 50% by a non-federal entity. 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 the Demonstration Plant near the Bear Lodge REE Project in Upton, Wyoming. Pursuant to the terms of the Cost Share Agreement, the Company has made payments, since inception, to General Atomics totaling $4,200 through September 30, 2022 for Company-assumed costs for the Demonstration Plant, with the number and amount of additional payments to be subject to the mutual written agreement of the parties. At December 31, 2021, the initial payment of $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 nine months ended September 30, 2022: Balance of funds paid under the Cost Share Agreement at December 31, 2021 $ — Funds transferred to General Atomics through September 2022 4,200 Company's share of Demonstration Plant project costs incurred through September 30, 2022 (2,704) Balance of funds remaining on deposit with General Atomics as of September 30, 2022 $ 1,496 As of September 30, 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 nine months ended September 30, 2022: Balance of receivables due from General Atomics as of December 31, 2021 (1) $ 106 Reimbursable costs incurred by the Company during the nine months ended September 30, 2022 646 Reimbursements received from General Atomics during the nine months ended September 30, 2022 (625) Balance of receivables due from General Atomics as of September 30, 2022 (1) $ 127 (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 September 30, 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 $4,200 advanced by the Company to General Atomics during the nine months ended September 30, 2022. During October 2022, the Company received $77 from General Atomics for amounts owing under the Cost Share Agreement at September 30, 2022. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 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 lease payments as of September 30, 2022 are as follows: Remainder of 2022 $ 31 2023 124 2024 124 2025 93 Total lease payments 372 Less interest (57) Present value of lease payments $ 315 For the nine months ended September 30, 2022, $62 was included in operating cash flows for amounts paid for operating leases. As of September 30, 2022 the weighted average lease term for the Company’s one operating lease was 3.0 years (including renewal options) and the weighted average discount rate was estimated at 12%. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | 6. SHAREHOLDERS’ EQUITY Stock-based compensation As of September 30, 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”). As of September 30, 2022, the Company had no outstanding awards under the 2022 Equity Incentive Plan. 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 855,000 options granted during the nine months ended September 30, 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 nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.71 % 1.69 % Expected volatility 135 - 144 % 161 % Expected dividend yield Nil Nil Expected term in years 8 10 The following table summarizes our stock option activity for each of the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 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 $ 1.40 855,000 2.25 Exercised (1) — $ — (425,000) 0.08 Outstanding, end of period 4,010,000 $ 1.28 3,530,000 $ 0.78 Exercisable, end of period 2,605,000 $ 1.08 2,300,000 $ 0.23 Non-vested, end of period 1,405,000 $ 1.65 1,230,000 $ 1.82 (1) The following table summarizes the intrinsic value and weighted average remaining life for stock options as of September 30, 2022: Weighted Average Remaining As of September 30, 2022: Intrinsic Value Life (Years) Stock options outstanding $ 195 6.7 Stock options exercisable $ 195 5.4 Stock options non-vested $ — 9.1 Stock based compensation expense is included in corporate administration expenses within the Company’s interim condensed consolidated statements of operations. For the three months ended September 30, 2022 and 2021, the Company recognized compensation expense related to stock option awards of $452 and $535, respectively. For the nine months ended September 30, 2022 and 2021, the Company recognized compensation expense related to stock option awards of $2,480 and $1,060, respectively. As of September 30, 2022, there was approximately $505 of total unrecognized compensation cost related to the 1,405,000 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of approximately 0.5 years. The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2022 was $1.40. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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 Amendment to Employment Agreement with Randall J. Scott On June 27, 2022, the Company entered into an amendment to its employment agreement (the “Employment Agreement Amendment”) with Randall J. Scott, the Company’s former Chief Executive Officer, to provide for certain terms of Mr. Scott’s then-planned retirement. Pursuant to this Employment Agreement Amendment and a consulting agreement (the “Consulting Agreement”) effective upon Mr. Scott’s retirement, Mr. Scott will receive a one-time, lump-sum severance payment equal to one year of his base salary as in effect on November 1, 2022 plus any other accrued benefits owed Mr. Scott on that date. The severance payment must be paid to Mr. Scott no later than December 1, 2022. As of September 30, 2022, the Company had recorded an accrued liability of $242 related to Mr. Scott’s severance pay. Pursuant to the Consulting Agreement, Mr. Scott may provide consulting services to the Company on such projects as the Chairman of the Board of Directors or the Chief Executive Officer of the Company may reasonably request related to the business of the Company, including executive transition services, periodic advice and counseling to the new Chief Executive Officer and transferring knowledge with respect to legacy items, and may additionally include advising and assisting on such other matters as may be requested by the Board of Directors or the Chief Executive Officer from time to time. As consideration for the consulting services provided under the Consulting Agreement, Mr. Scott will receive a consulting fee at a rate of $20 per month for the period commencing on November 1, 2022 and ending on December 31, 2022. Thereafter, the rate of the consulting fee will be agreed between the Company and Mr. Scott. In addition, all stock options granted to Mr. Scott pursuant to the Company’s 2011 Stock Option Plan or otherwise will remain outstanding and eligible to vest in accordance with their terms during the term of the Consulting Agreement as if Mr. Scott had remained employed by the Company through the term of the Consulting Agreement. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | 8. SUBSEQUENT EVENT On October 17, 2022, Brent Berg was appointed by the Board of Directors of the Company as its President and Chief Executive Officer, effective as of November 1, 2022. Pursuant to an employment agreement (the “Employment Agreement”) between Mr. Berg and Rare Element Resources Inc., a Wyoming corporation and wholly owned subsidiary of the Company, (i) Mr. Berg’s initial annual base salary is $250; (ii) Mr. Berg will be paid by December 1, 2022 a one-time signing bonus of $60, which must be repaid to the Company if Mr. Berg terminates his employment for convenience on or before November 1, 2023; (iii) Mr. Berg will be reimbursed for up to $20 in certain actual, documented relocation expenses; (iv) Mr. Berg will be eligible to receive an annual performance bonus and such long-term incentive awards as may be determined by the Board of Directors; and (v) Mr. Berg will be eligible to participate in the employee benefit programs of the Company. Pursuant to the terms of the Employment Agreement, Mr. Berg is entitled to separation benefits in the event that his employment is terminated by the Company without “cause” (as defined in the Employment Agreement) or by Mr. Berg for “good reason” (as defined in the Employment Agreement) due to certain reasons, including a material change in title or duties, a material reduction in compensation, a material breach of the Employment Agreement by the Company or the failure by the Company to maintain reasonable directors and officers liability insurance acceptable to the Board of Directors, in each case which the Company has failed to cure. The severance payment to be received by Mr. Berg upon termination under the circumstances described above will be equal to one year of Mr. Berg’s base salary in effect on the date of termination and paid to Mr. Berg in a lump sum 60 days after the date of such termination, provided that Mr. Berg has been with the Company for at least two years. In addition, Mr. Berg’s equity incentive awards will vest as of the date of termination, provided that Mr. Berg executes a general release of claims. In connection with his appointment as President and Chief Executive Officer, Mr. Berg was granted options to purchase 250,000 common shares of the Company. The stock options have a term of ten years, and one third vest |
BASIS OF ACCOUNTING AND PRESE_2
BASIS OF ACCOUNTING AND PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
BASIS OF ACCOUNTING AND PRESENTATION. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Financial Disclosures of Government Assistance In November 2021, the FASB issued ASU No. 2021-10 Government Assistance (Topic 832) Disclosures by Business Entities About Government Assistance, which requires additional footnote disclosure around material government assistance received by the entity. The disclosure includes the nature and amount of government assistance, commitments made by the Company, and significant components of the terms and conditions of the assistance. The Company is evaluating the impact of this pronouncement on its annual financial statements. The standard will be effective for the Company starting with our Annual Report on Form 10-K for the year ended December 31, 2022. Because the standard only affects footnote disclosure, it is not expected to result in a material effect on our financial statements |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Schedule of fair value of financial assets and liabilities on a recurring basis | Fair value at September 30, 2022 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 13,593 $ 13,593 $ — $ — U.S. Treasury bills 4,976 4,976 — — 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) | 9 Months Ended |
Sep. 30, 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 through September 2022 4,200 Company's share of Demonstration Plant project costs incurred through September 30, 2022 (2,704) Balance of funds remaining on deposit with General Atomics as of September 30, 2022 $ 1,496 |
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 during the nine months ended September 30, 2022 646 Reimbursements received from General Atomics during the nine months ended September 30, 2022 (625) Balance of receivables due from General Atomics as of September 30, 2022 (1) $ 127 (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 September 30, 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 $4,200 advanced by the Company to General Atomics during the nine months ended September 30, 2022. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
LEASES | |
Schedule of total future minimum lease payments | Remainder of 2022 $ 31 2023 124 2024 124 2025 93 Total lease payments 372 Less interest (57) Present value of lease payments $ 315 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SHAREHOLDERS' EQUITY | |
Schedule of significant assumptions used to estimate fair value | Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.71 % 1.69 % Expected volatility 135 - 144 % 161 % Expected dividend yield Nil Nil Expected term in years 8 10 |
Schedule of stock option activity | Nine Months Ended September 30, 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 $ 1.40 855,000 2.25 Exercised (1) — $ — (425,000) 0.08 Outstanding, end of period 4,010,000 $ 1.28 3,530,000 $ 0.78 Exercisable, end of period 2,605,000 $ 1.08 2,300,000 $ 0.23 Non-vested, end of period 1,405,000 $ 1.65 1,230,000 $ 1.82 (1) |
Schedule of intrinsic value and weighted average remaining life for stock options | Weighted Average Remaining As of September 30, 2022: Intrinsic Value Life (Years) Stock options outstanding $ 195 6.7 Stock options exercisable $ 195 5.4 Stock options non-vested $ — 9.1 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 USD ($) item | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Oct. 01, 2021 USD ($) | |
Nature of Operations | ||||
Amount of potential DoE funding | $ 21,900 | |||
Percentage of total estimated cost for the project covered by DoE funding | 50% | |||
Rights offering authorized amount | $ 25,400 | |||
Achievement of plant design milestone (as a percentage) | 60% | |||
Plant construction completion period | 12 months | |||
Cash and cash equivalents | $ 18,805 | $ 22,247 | ||
Cash used in operations | 6,142 | $ 2,269 | ||
Payments for demonstration plant project costs | $ 3,600 | |||
Minimum | ||||
Nature of Operations | ||||
Additional period for operation processes from samples | 8 months | |||
Maximum | ||||
Nature of Operations | ||||
Additional period for operation processes from samples | 12 months | |||
Sundance Gold Project | ||||
Nature of Operations | ||||
Ownership interest (as a percent) | 100% | |||
Number of gold targets | item | 3 | |||
Bear Lodge REE Project | ||||
Nature of Operations | ||||
Ownership interest (as a percent) | 100% |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Money market funds | ||
Assets | ||
Assets fair value | $ 13,593 | $ 22,700 |
U.S. Treasury bills | ||
Assets | ||
Assets fair value | 4,976 | |
Level 1 | Money market funds | ||
Assets | ||
Assets fair value | 13,593 | $ 22,700 |
Level 1 | U.S. Treasury bills | ||
Assets | ||
Assets fair value | $ 4,976 |
RELATED PARTY (Details)
RELATED PARTY (Details) - USD ($) $ in Thousands | Oct. 01, 2021 | Sep. 30, 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 | 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% | ||
Percentage of total cost of the demonstration plant funded by non federal entity | 50% | ||
Restricted cash | $ 2,700 | ||
General Atomics | |||
Related Party | |||
Commitment Amount | $ 4,200 |
RELATED PARTY - Schedule of tra
RELATED PARTY - Schedule of transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party | ||
Balance of funds remaining on deposit | $ 1,496 | |
Related party payables | $ 712 | |
General Atomics | ||
Related Party | ||
Funds transferred | 4,200 | |
Company's share of demonstration plant project costs incurred | (2,704) | |
Balance of funds remaining on deposit | 1,496 | |
Related party payables | $ 0 | $ 712 |
RELATED PARTY - Schedule of Rel
RELATED PARTY - Schedule of Related Party Receivables (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Oct. 31, 2022 | Sep. 30, 2022 | |
Related Party | ||
Beginning balance of receivables due | $ 127 | $ 106 |
Ending balance of receivables due | 127 | |
General Atomics | ||
Related Party | ||
Beginning balance of receivables due | 127 | 106 |
Reimbursable costs incurred by the Company | 646 | |
Reimbursements received from General Atomics | $ 77 | (625) |
Ending balance of receivables due | $ 127 | |
Percentage of share amount billed | 100% | |
Commitment Amount | $ 4,200 |
LEASES - (Details)
LEASES - (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
LEASES | |
Option to extend | true |
Term of contract | 12 months |
Operating lease payments | $ 62 |
Weighted average lease term | 3 years |
Weighted average discount rate | 12% |
LEASES - Lease Payments (Detail
LEASES - Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Lease payments | |
Remainder of 2022 | $ 31 |
2023 | 124 |
2024 | 124 |
2025 | 93 |
Total lease payments | 372 |
Less interest | (57) |
Present value of lease payments | $ 315 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding | 4,010,000 | 3,530,000 | 4,010,000 | 3,530,000 | 2,180,000 | 3,100,000 |
Option granted | 1,830,000 | 855,000 | ||||
Compensation expense for stock option awards | $ 452 | $ 535 | $ 2,480 | $ 1,060 | ||
Unrecognized compensation cost | $ 505 | $ 505 | ||||
Unvested stock options | 1,405,000 | 1,230,000 | 1,405,000 | 1,230,000 | ||
Unrecognized compensation cost period of recognition | 6 months | |||||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 1.40 | |||||
Equity Incentive Plan 2022 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY - Fair val
SHAREHOLDERS' EQUITY - Fair value assumptions (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Risk-free interest rate | 1.71% | 1.69% |
Expected volatility | 161% | |
Expected dividend yield | ||
Expected term in years | 8 years | 10 years |
Minimum | ||
Expected volatility | 135% | |
Maximum | ||
Expected volatility | 144% |
SHAREHOLDERS' EQUITY - Stock op
SHAREHOLDERS' EQUITY - Stock option activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Number of Stock Options | ||
Outstanding, beginning of period | 2,180,000 | 3,100,000 |
Granted | 1,830,000 | 855,000 |
Exercised | (425,000) | |
Outstanding, end of period | 4,010,000 | 3,530,000 |
Exercisable, end of period | 2,605,000 | 2,300,000 |
Non-vested, end of period | 1,405,000 | 1,230,000 |
Common shares issued on a net settlement basis | 413,200 | |
Weighted Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ 1.18 | $ 0.28 |
Granted (in dollars per share) | 1.40 | 2.25 |
Exercised (in dollars per share) | 0.08 | |
Outstanding, end of period (in dollars per share) | 1.28 | 0.78 |
Exercisable, end of period (in dollars per share) | 1.08 | 0.23 |
Non-vested, end of period (in dollars per share) | $ 1.65 | $ 1.82 |
SHAREHOLDERS' EQUITY - Intrinsi
SHAREHOLDERS' EQUITY - Intrinsic value and weighted average remaining life for stock (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
SHAREHOLDERS' EQUITY | |
Intrinsic value of options outstanding | $ 195 |
Intrinsic value of stock options exercisable | $ 195 |
Weighted average remaining life of stock options outstanding | 6 years 8 months 12 days |
Weighted average remaining life of stock options exercisable | 5 years 4 months 24 days |
Weighted average remaining life of unvested stock options | 9 years 1 month 6 days |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Oct. 25, 2021 USD ($) | Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Oct. 20, 2016 a | |
Randall J. Scott | ||||
Commitments and Contingencies | ||||
Accrued liability related to severance pay | $ 242 | |||
Consulting fees per month | $ 20 | |||
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 | |||
Payments for repurchase option extension | $ 25 | |||
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 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Dec. 01, 2022 | Oct. 17, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event | ||||
Option granted | 1,830,000 | 855,000 | ||
Subsequent Event | President and Chief Executive Officer | ||||
Subsequent Event | ||||
Annual base salary | $ 250 | |||
Signing bonus | $ 60 | |||
Relocation expenses | $ 20 | |||
Base salary period | 1 year | |||
Severance payment period | 60 days | |||
Option granted | 250,000 | |||
Term of stock option | 10 years | |||
Subsequent Event | President and Chief Executive Officer | Tranche one | ||||
Subsequent Event | ||||
Vesting percentage | 33.33% | |||
Vesting period | 1 year | |||
Subsequent Event | President and Chief Executive Officer | Tranche two | ||||
Subsequent Event | ||||
Vesting percentage | 33.33% | |||
Vesting period | 2 years | |||
Subsequent Event | President and Chief Executive Officer | Tranche three | ||||
Subsequent Event | ||||
Vesting percentage | 33.33% | |||
Vesting period | 3 years | |||
Subsequent Event | President and Chief Executive Officer | Minimum | ||||
Subsequent Event | ||||
Service period | 2 years |