Rare Element Resources (REEMF) 10-K27 Mar 232022 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
Document and Entity Information - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 24, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 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 Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 56,600,000
Entity Common Stock, Shares Outstanding		212,515,951
Auditor Name	Haynie & Company
Auditor Location	Salt Lake City, UT
Auditor Firm ID	457
Entity Central Index Key	0001419806
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 15,523	$ 22,247
Restricted cash (Note 4)		2,700
Due from related party (Note 4)	174	106
Prepaid to related party (Note 4)	2,142
Prepaid expenses and other	140	75
Total Current Assets	17,979	25,128
Equipment, net (Note 7)	15	16
Right of use asset (Note 5)	273	372
Investment in land (Note 7)	600	600
Total Assets	18,867	26,116
CURRENT LIABILITIES
Accounts payable and accrued liabilities	227	407
Due to related party (Note 4)		712
Lease liability, current (Note 5)	124	124
Total Current Liabilities	351	1,243
Reclamation obligation	132	132
Lease liability, long-term (Note 5)	168	253
Repurchase option (Note 7)	1,281	1,047
Total Liabilities	1,932	2,675
Commitments and Contingencies (Note 10)
SHAREHOLDERS' EQUITY:
Common shares, no par value - unlimited shares authorized; shares outstanding at December 31, 2022 and 2021 of 212,515,951 and 212,466,889, respectively	136,906	136,906
Additional paid in capital	28,673	25,753
Accumulated deficit	(148,644)	(139,218)
Total Shareholders' Equity	16,935	23,441
Total Liabilities and Shareholders' Equity	$ 18,867	$ 26,116

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	12 Months Ended
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Common shares, par value	$ 0	$ 0
Common shares, authorized	Unlimited	Unlimited
Common shares, outstanding	212,515,951	212,466,889

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Exploration and evaluation (See Note 4 for related party costs)	$ (4,155)	$ (2,089)
Corporate administration	(5,205)	(3,114)
Depreciation and amortization	(1)	(30)
Impairment charges	0	(30)
Total operating expenses	(9,361)	(5,263)
Non-operating income (expense):
Interest income	258
Accretion expense	(284)	(114)
Interest expense	(39)	(25)
Total non-operating income (expense)	(65)	(139)
Net loss	$ (9,426)	$ (5,402)
LOSS PER SHARE - BASIC (in dollars per share)	$ (0.04)	$ (0.03)
LOSS PER SHARE - DILUTED (in dollars per share)	$ (0.04)	$ (0.03)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC	212,475,088	173,490,546
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, DILUTED	212,475,088	173,490,546

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,426)	$ (5,402)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1	5
Accretion expense	284	114
Impairment charges	0	30
Right of use asset amortization	99	25
Lease liability	(85)	(20)
Stock-based compensation	2,920	1,536
Repurchase Option	(50)
Total adjustments to reconcile net loss to net cash used in operating activities	(6,257)	(3,712)
Changes in working capital:
Due from related party	(68)	(106)
Prepaid expenses and other	(2,207)	(28)
Accounts payable and accrued liabilities	(892)	1,004
Net cash used in operating activities	(9,424)	(2,842)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock option exercise		133
Financing transaction, net (Note 8)		24,950
Net cash and cash equivalents provided by financing activities		25,083
Increase (Decrease) in cash, cash equivalents and restricted cash	(9,424)	22,241
Cash, cash equivalents and restricted cash - beginning of the period	24,947	2,706
Cash, cash equivalents and restricted cash - end of the period	$ 15,523	24,947
Supplemental cash flow disclosures:
Right of use asset - operating lease capitalized		$ 397

CONSOLIDATED STATEMENTS OF CA_2

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of amounts in the Balance Sheet to amounts in the Cash Flow Statement
Cash and cash equivalents	$ 15,523	$ 22,247
Restricted cash		2,700
Total of cash, cash equivalents and restricted cash - end of period	$ 15,523	$ 24,947	$ 2,706

CONSOLIDATED STATEMENTS OF SHAR

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	1,763,200			1,775,000
Stock option exercise, amount	$ 133			$ 133
Stock-based compensation		1,536		1,536
Financing transaction, shares	105,808,444
Financing transaction, amount	$ 24,950			24,950
Net loss			(5,402)	(5,402)
Ending balance, shares at Dec. 31, 2021	212,466,889
Ending balance at Dec. 31, 2021	$ 136,906	25,753	(139,218)	$ 23,441
Stock option exercise, shares	49,062			100,000
Stock-based compensation		2,920		$ 2,920
Net loss			(9,426)	(9,426)
Ending balance, shares at Dec. 31, 2022	212,515,951
Ending balance at Dec. 31, 2022	$ 136,906	$ 28,673	$ (148,644)	$ 16,935

NATURE OF OPERATIONS

NATURE OF OPERATIONS	12 Months Ended
NATURE OF OPERATIONS	Dec. 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 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 of a number of other critical rare earth elements. The Company also holds a 100% interest in the Sundance Gold Project that is adjacent to the Bear Lodge REE Project and contains a historical inferred mineral resource primarily composed of three 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 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 rare earth separation and processing Demonstration Plant. The consortium of companies is led by General Atomics, an affiliate of Synchron, the Company’s 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 rare earth separation and processing 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 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 REE Project. The previously noted $21,900 financial award from the DoE is expected to fund approximately one Even with the completion of the 2021 rights offering and expected receipt of the WEA grant monies (see Note 13 to our Consolidated Financial Statements), the Company will not have sufficient funds to progress with its longer term activities beyond the Demonstration Plant’s operation period, including with respect to feasibility studies, permitting, licensing, development, and construction related to the Bear Lodge REE Project. Therefore, the achievement of these longer-term activities will be dependent upon the receipt of additional funds through financings, off-take agreements, joint ventures, strategic transactions, or sales of various assets. The Company has incurred losses since its inception, and further losses are anticipated in the development of its business. As of December 31, 2022, the Company had cash and cash equivalents of $15,523 and our cash used in operations during the year ended December 31, 2022 was $9,424, of which approximately $6,700 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 ongoing costs of sustaining its properties and mining claims.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	12 Months Ended
BASIS OF PRESENTATION	Dec. 31, 2022
BASIS OF PRESENTATION
BASIS OF PRESENTATION	2. BASIS OF PRESENTATION Principles of Consolidation These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and are inclusive of the accounts of Rare Element Resources Ltd. and its directly and indirectly held wholly owned subsidiaries, which consist of its wholly owned subsidiary Rare Element Holdings Ltd. (“Holdings”) and Holdings’ wholly owned subsidiary, Rare Element Resources, Inc. All numbers in the consolidated financial statements are presented in U.S. dollars (in thousands), unless otherwise denoted.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The amounts that involve significant estimates include our reclamation obligations and stock-based compensation. Cash and Cash Equivalents Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. At December 31, 2022 and 2021, cash and cash equivalents consisted of $15,523 and $22,247, respectively, of funds held in bank and investment accounts with financial institutions in the United States. The Company continually monitors its cash positions with, and the credit quality of, the financial institutions with which it invests. The Company maintains balances in various U.S. financial institutions in excess of U.S. federally insured limits. Restricted Cash The Company periodically maintains cash deposits that are held and earmarked for a specific purpose. At December 31, 2021, the Company had set aside $2,700 for amounts to be paid under its cost sharing agreement with General Atomics, as leader of the consortium. These amounts were paid to General Atomics during 2022. Mineral Properties and Exploration and Evaluation Costs Mineral property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Acquisition costs include cash consideration and the fair market value of the Company’s common shares (the “Common Shares”) issued as consideration. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are capitalized as mineral property acquisition costs at such time as the payments are made. Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable mineral reserves under Item 1300 of Regulation S-K, development costs related to such reserves and incurred after such determination will be considered for capitalization. The establishment of proven and probable reserves is based on results of feasibility studies. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future will be written off. Reclamation Obligations The Company’s mining and exploration activities are subject to various laws and regulations, including legal and contractual obligations to reclaim, remediate, or otherwise restore properties at the time the property is removed from service. Reclamation obligations are recognized when incurred and recorded as liabilities at fair value. The reclamation obligation is based on when spending for an existing disturbance will occur. The Company reclaims the disturbance from its exploration programs on an ongoing basis; therefore, the portion of its reclamation obligation corresponding to its exploration programs expected to be settled in the near term is classified as a current liability. The remaining reclamation associated with environmental monitoring programs is classified as a long-term liability; however, because we have not declared proven or probable mineral reserves as defined under Item 1300 of Regulation S-K, the timing of these reclamation activities is uncertain as the reclamation areas will only be utilized once the Bear Lodge REE Project is operating. For exploration stage properties that do not qualify for asset capitalization, the costs associated with the reclamation obligation are charged to operations. For development and production stage properties, the costs are added to the capitalized costs of the property and amortized using the units-of-production method. We review, on a quarterly basis, unless otherwise deemed necessary, the reclamation obligation in connection with the Bear Lodge Property. The Company’s reclamation obligation is secured by a surety bond held for the benefit of the state of Wyoming in an amount determined by the applicable federal or state regulatory agencies. The Company’s reclamation obligation was $132 as of December 31, 2022 and 2021. Depreciation Depreciation is computed using the straight-line method. The Company depreciates computer equipment furniture fixtures three Stock-based Compensation The fair value of stock-based compensation awards is measured at the date of grant and amortized over the requisite service period, which is generally the vesting period, with a corresponding increase in additional paid-in capital. The Company uses the Black-Scholes option valuation model to calculate the fair value of awards granted. In the case of a share-based compensation award that is either cancelled or forfeited prior to vesting, the amortized expense associated with the unvested awards is reversed. The Company has elected to account for forfeitures as they occur. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the asset and liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that the entire or some portion of the deferred tax asset will not be recognized. Loss per Share Loss per share is computed using the weighted average number of shares outstanding during the period. During December 2021, the Company completed a rights offering (see Note 8) whereby the Company offered existing shareholders the right to purchase additional common shares at $0.24 (the “offer price”). The offer price was significantly lower than the fair value of the common shares at that time. The discounted offer price was considered a bonus element, similar to a stock dividend. As a result, the earnings per share calculation was adjusted retroactively for the bonus element for all periods presented. For the year ended December 31, 2021, the Company’s basic and diluted earnings per share calculations have been adjusted to include the impact of the bonus element. To calculate diluted loss per share, the Company uses the treasury stock method and the if-converted method. Diluted loss per share is not presented, as the effect on the basic loss per share would be anti-dilutive. At December 31, 2022 and 2021, we had 4,160,000 and 2,180,000 of potentially dilutive securities, respectively, related to outstanding stock options. Fair Value 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 December 31, 2022 and 2021 are presented in the following table: Fair value at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 5,216 $ 5,216 $ — $ — U.S. Treasury bills 9,961 9,961 — — Fair value at December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 22,700 $ 22,700 $ — $ — Money market funds and U.S. Treasury bills are valued at cost, which approximates fair value. These amounts are included on the balance sheet in cash and cash equivalents at December 31, 2022 and cash and cash equivalents and restricted cash at December 31, 2021. Recently Issued Accounting Pronouncements None.

RELATED PARTY

RELATED PARTY	12 Months Ended
RELATED PARTY	Dec. 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 the Demonstration Plant. The consortium of companies is led by General Atomics, an affiliate of Synchron (the Company’s 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 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 to General Atomics, as leader of the consortium, totaling $6,700 through December 31, 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 for the years ended December 31, 2022 and 2021: 2022 2021 Balance of funds paid under the Cost Share Agreement at beginning of year $ — $ — Funds transferred to General Atomics during the year 6,700 — Company's share of Demonstration Plant project costs during the year (4,558) — Balance of funds remaining on deposit with General Atomics at end of year $ 2,142 $ — As of December 31, 2022 and 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 the related party receivable activity with General Atomics for reimbursable costs incurred by the Company under the Cost Share Agreement for the years ended December 31, 2022 and 2021: 2022 2021 Balance of receivables due from General Atomics at beginning of year (1) $ 106 $ — Reimbursable costs incurred by the Company during the year (1) 900 106 Reimbursements received from General Atomics during the year (832) — Balance of receivables due from General Atomics at end of year (1) $ 174 $ 106 (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 December 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 $6,700 advanced by the Company to General Atomics, as leader of the consortium, during the year ended December 31, 2022. During January and February 2023, the Company received payments from General Atomics of all amounts owing under the Cost Share Agreement at December 31, 2022.

LEASES

LEASES	12 Months Ended
LEASES	Dec. 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 lease with annual renewal terms. During June 2022, the lease was renewed, extending the termination date to September 30, 2023. The agreement, which is classified as an operating lease, generally provides for base rent, and requires the Company to pay all insurance, personal property taxes on any structure or improvements made by the Company and other maintenance costs. The lease agreement does not include variable lease payments, nor does it contain residual value guarantees or restrictive covenants. Total future minimum lease payments as of December 31, 2022 were as follows: 2023 $ 124 2024 124 2025 93 Total lease payments 341 Less interest (49) Present value of lease payments $ 292 For the years ended December 31, 2022 and 2021, $85 and $20, respectively, were included in operating cash flows for amounts paid for operating leases. As of December 31, 2022 and 2021, the weighted average lease terms for the Company’s one operating lease were 2.75 years and 3.75 years (including renewal options), respectively, and the weighted average discount rate was estimated at 12% for both years.

MINERAL PROPERTIES

MINERAL PROPERTIES	12 Months Ended
MINERAL PROPERTIES	Dec. 31, 2022
MINERAL PROPERTIES
MINERAL PROPERTIES	6. MINERAL PROPERTIES Bear Lodge Property, Wyoming, USA The Company, through its indirectly held, wholly owned subsidiary, Rare Element Resources, Inc., holds a 100% interest in 499 unpatented mining claims located on land administered by the USFS and a repurchase option (see Note 7) on approximately 640 acres (257 hectares) of fee property, together which contain (1) the Bear Lodge REE Project that contains REE mineralization; and (2) the Sundance Gold Project that contains gold mineralization. The property is situated in the Bear Lodge Mountains of Crook County, in northeast Wyoming.

EQUIPMENT AND LAND

EQUIPMENT AND LAND	12 Months Ended
EQUIPMENT AND LAND	Dec. 31, 2022
EQUIPMENT AND LAND
EQUIPMENT AND LAND.	7. EQUIPMENT AND LAND Equipment At December 31, 2022 and 2021, equipment consisted of the following: December 31, 2022 December 31, 2021 Accumulated Net book Accumulated Net book Cost depreciation value Cost depreciation value Geological equipment $ 240 $ 225 $ 15 $ 240 $ 224 $ 16 Vehicles 50 50 — 50 50 — $ 290 $ 275 $ 15 $ 290 $ 274 $ 16 Depreciation expense for the years ended December 31, 2022 and 2021 was $1 and $5, respectively. The Company evaluates the recoverability of the carrying value of equipment when events and circumstances indicate that such assets might be impaired. As a result of this evaluation, during the year ended December 31, 2021, the Company recorded impairment charges of $30 related to assets no longer in use. There were no Land 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 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 For accounting purposes, the value of this land has been reflected in the Company’s financial statements as an asset (“Investment in Land”) with a related liability (“Repurchase Option”) recorded for the Company’s obligation under the Repurchase Option. Accretion expense is recorded each reporting period to increase the repurchase option liability to the maximum exercise price of $1,850, less any annual option payments of $25 per year. For the years ended December 31, 2022 and 2021, the Company recorded accretion expense of $284 and $114, respectively, related to this Repurchase Option.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	12 Months Ended
SHAREHOLDERS' EQUITY	Dec. 31, 2022
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	8. SHAREHOLDERS’ EQUITY Stock-based Compensation As of December 31, 2022 and 2021, the Company had issued and outstanding stock options of 3,910,000 and 2,180,000, respectively, that were issued under its 10% Rolling Stock Option Plan, as amended, and restated (the “2011 Plan”) and 250,000 and nil, respectively, that were issued under its 2022 Equity Incentive Plan (the “2022 Plan”). The 2011 Plan was replaced in 2022 by the 2022 Plan, and as such, no additional stock options can be granted under the 2011 Plan. Under the 2011 Plan, our Board of Directors could from time-to-time grant stock options to eligible directors, officers, employees, and consultants. The maximum term of any stock option grant under the 2011 Plan was 10 years. Under the 2022 Plan, as approved by our shareholders at the annual meeting of shareholders on August 23, 2022, our Board of Directors is authorized to grant stock options, stock appreciation rights, restricted stock units, performance stock units and other cash and share-based awards to eligible directors, officers, employees, or consultants up to a maximum of 17,236,689 common shares. The maximum term of any grant under the 2022 Plan is 10 years. The Company estimates the fair value of its stock option grants using the Black-Scholes option valuation model and the closing price of our common shares on the grant date. The significant assumptions used to estimate the fair value of the 2,080,000 and 855,000 stock option awards granted during the years ended December 31, 2022 and 2021, respectively, were as follows: Year Ended December 31, 2022 2021 Risk-free interest rate 1.71-4.18 % 1.69 % Expected volatility 135 - 144 % 146 % Expected dividend yield Nil Nil Expected term in years 8 8 The following table summarizes our stock option activity for the years ended December 31, 2022 and 2021: Year Ended December 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 2,080,000 $ 1.29 855,000 $ 2.25 Exercised (1) (100,000) $ 0.25 (1,775,000) $ 0.13 Outstanding, end of period 4,160,000 $ 1.26 2,180,000 $ 1.18 Exercisable, end of period 2,932,500 $ 1.28 1,377,500 $ 0.94 Non-vested, end of period 1,227,500 $ 1.20 802,500 $ 1.59 (1) The 100,000 and 1,775,000 of stock options exercised during the years ended December 31, 2022 and 2021, respectively, resulted in 49,062 and 1,763,200 common shares being issued on a net settlement basis pursuant to the terms of the 2011 Plan. Stock-based compensation expense is included in corporate administration expenses within the Company’s consolidated statements of operations. For the years ended December 31, 2022 and 2021, the Company recognized compensation expense related to stock option awards of $2,920 and $1,536, respectively. As of December 31, 2022, there was approximately $173 of total unrecognized compensation cost related to the 1,227,500 unvested stock options that is expected to be recognized over a weighted-average remaining period of approximately 1.8 years. Weighted Average Remaining As of December 31, 2022: Intrinsic Value Life (Years) Stock options outstanding $ 168 6.8 Stock options exercisable $ 168 5.7 Stock options non-vested $ — 9.2 The intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $24 and $2,985, respectively. The weighted-average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 was $1.29 and $2.25, respectively. See Note 13 for a discussion of stock options granted subsequent to December 31, 2022. Rights Offering During December 2021, the Company completed a rights offering for gross proceeds of approximately $25,400 in which each holder of the Company’s common shares as of the close of business on the record date of October 19, 2021 was eligible to participate. Terms of the rights offering included the issuance of one subscription right for each common share owned by each holder on the record date with each subscription right entitling the holder to purchase one common share of the Company at a subscription price of $0.24 per share (the “basic subscription privilege”). If any holder exercised its basic subscription privilege in full, the holder could also exercise an oversubscription privilege to purchase additional common shares for which were unsubscribed at the expiration of the rights offering, subject to availability and pro rata allocation of shares among persons exercising the oversubscription privilege. The rights offering resulted in the issuance of 105,808,444 Common Shares of the Company. The net proceeds from the rights offering are being used for the permitting, licensing, engineering, construction and operation of the rare earth separation and processing Demonstration Plant near the Company’s Bear Lodge REE Project and other general corporate purposes, with a portion used for the repayment of outstanding indebtedness, in the principal amount of $1,000, which repayment was completed in December 2021. The previously discussed $21,900 financial award from the DoE for the Demonstration Plant is expected to fund approximately one

INCOME TAX

INCOME TAX	12 Months Ended
INCOME TAX	Dec. 31, 2022
INCOME TAX
INCOME TAX	9. INCOME TAX The Company recognizes future tax assets and liabilities for each tax jurisdiction based on the difference between the financial reporting and tax bases of assets and liabilities using the enacted tax rates expected to be in effect when the taxes are paid or recovered. A valuation allowance is provided against net future tax assets for which the Company does not consider the realization of such assets to meet the required “more likely than not” standard. The Company’s future tax assets and liabilities at December 31, 2022 and 2021 include the following components: As of December 31, 2022 2021 Deferred tax assets: Non-current: Noncapital loss carryforwards, Canada $ 2,685 $ 2,651 Capital loss carryforwards, Canada 6 6 Net operating loss carryforwards, U.S. 23,675 22,235 Mineral properties 2,239 1,714 Reclamation provision 37 28 Equipment 104 91 Share based compensation 757 237 Research and development 212 513 Deferred tax assets 29,715 27,475 Valuation allowance (29,715) (27,475) Net $ — $ — Deferred tax liabilities: Deferred tax liabilities $ — $ — Net deferred tax asset/(liability) $ — $ — The composition of the Company’s valuation allowance by tax jurisdiction is summarized as follows: As of December 31, 2022 2021 Canada $ 3,127 $ 3,093 United States 26,588 24,382 Total valuation allowance $ 29,715 $ 27,475 The valuation allowance increased by $2,240 from the year ended December 31, 2021 to the year ended December 31, 2022. Since it is more likely than not that the deferred tax assets will not be realized, the Company has recorded a full 100% valuation allowance against the deferred tax assets. At December 31, 2022, the Company had U.S. net operating loss (“NOL”) carryforwards of approximately $98,970 with expiration dates ranging from 2023 to those not having an expiration date. As a result of the Tax Cuts and Jobs Act, U.S. NOL carryforwards generated in years ending after 2017 have an indefinite carryforward period (no expiration date) rather than the 20-year carryforward period that applied to those NOL carryforwards generated in 2017 and earlier years. Section 382 of the Internal Revenue Code could apply and limit our ability to utilize a portion of our U.S. NOL carryforwards. However, since no Section 382 study has been completed, the actual usage of U.S. NOL carryforwards has not been determined. At December 31, 2022, the Company also had Canadian non-capital loss carryforwards of approximately C$12,938, which expire from 2026 to 2041 and capital loss carryforwards of C$59. For financial reporting purposes, loss from continuing operations before income taxes consists of the following components: For the year ended December 31, 2022 2021 Canada $ (487) $ (310) United States (8,939) (5,092) $ (9,426) $ (5,402) A reconciliation of expected income tax on net income at statutory rates is as follows: As of December 31, 2022 2021 Net loss $ (9,426) $ (5,402) Statutory tax rate 27 % 27 % Tax expense at statutory rate (2,545) (1,459) State taxes (277) (290) Foreign rate differential 477 302 Change in tax rates 55 43 Share issuance costs amortization — (3) Stock-based compensation 248 56 Nondeductible expenses 17 11 Expired net operating loss carryovers — 9 Prior year true-up (215) (53) Change in valuation allowance 2,240 1,384 Income tax expense $ — $ — The Company does not have any unrecognized income tax benefits. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and operating expense, respectively. Rare Element and its wholly owned subsidiary, Rare Element Holdings Ltd., file income tax returns in the Canadian federal and provincial jurisdictions, while its wholly owned subsidiary, Rare Element Resources, Inc., files in the U.S. federal and various state jurisdictions. The years still open for audit are generally the current year plus the previous three. However, because we have NOL carryforwards, certain items attributable to closed tax years are still subject to adjustment by applicable taxing authorities through an adjustment to tax losses carried forward to open years.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	10. COMMITMENTS AND CONTINGENCIES 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 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 asset purchase agreement dated October 20, 2016 between the Company and Whitelaw Creek (the “Asset Purchase Agreement”). The Amendment modified certain provisions of the Asset Purchase Agreement 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 waste rock 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 subject to annual option extension payments from the Company to Whitelaw Creek of $25 in cash per year (each, a “Repurchase Option Extension Payment”); and the exercise price of the Repurchase Option was increased from $1,000 to a price to be determined by a mutually agreed upon real estate appraiser (the “Repurchase Price”), provided that (i) the Repurchase Price must not be less than $1,200 or greater than $1,850 and (ii) any Repurchase Option Extension Payments paid by the Company to Whitelaw Creek must be credited toward the Company’s payment of the Repurchase Price if the Repurchase Option is later exercised

SUPPLEMENTAL DISCLOSURE WITH RE

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS	12 Months Ended
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS	Dec. 31, 2022
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS	11. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS The Company did not have any significant non-cash transactions during the years ended December 31, 2022 or 2021.

SEGMENT INFORMATION

SEGMENT INFORMATION	12 Months Ended
SEGMENT INFORMATION	Dec. 31, 2022
SEGMENT INFORMATION
SEGMENT INFORMATION	12. SEGMENT INFORMATION The Company operates in a single reportable operating segment; that segment being the exploration of mineral properties. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for evaluating financial performance. All of the Company’s long-lived assets are located in the United States.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS Wyoming Energy Authority Financial Award In November 2022, the Company received notice that it had been awarded a $4,400 grant from the WEA to be used toward the advancement of the Demonstration Plant. The WEA grant is a cost-reimbursement award that will be available to the Company for the reimbursement of future Demonstration Plant expenses. At December 31, 2022, the terms of this grant were still being finalized by the WEA pursuant to finalization of a funding or similar agreement and no amount of the $4,400 award had been received by the Company. Depending on the award’s final terms and conditions, the Company may be able to claim a portion of the $4,400 grant during 2023. No amounts related to this grant have been included in the Company’s December 31, 2022 financial statements. Stock Option Grant On January 4, 2023, the Company granted a total of 1,020,000 stock options to certain employees, directors and consultants having an exercise price of $0.38. These options vest as follows: 50% on July 4, 2023 and 50% on January 4, 2024.

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	12 Months Ended
BASIS OF PRESENTATION (Policies)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Principles of Consolidation	Principles of Consolidation These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and are inclusive of the accounts of Rare Element Resources Ltd. and its directly and indirectly held wholly owned subsidiaries, which consist of its wholly owned subsidiary Rare Element Holdings Ltd. (“Holdings”) and Holdings’ wholly owned subsidiary, Rare Element Resources, Inc. All numbers in the consolidated financial statements are presented in U.S. dollars (in thousands), unless otherwise denoted.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The amounts that involve significant estimates include our reclamation obligations and stock-based compensation.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less. At December 31, 2022 and 2021, cash and cash equivalents consisted of $15,523 and $22,247, respectively, of funds held in bank and investment accounts with financial institutions in the United States. The Company continually monitors its cash positions with, and the credit quality of, the financial institutions with which it invests. The Company maintains balances in various U.S. financial institutions in excess of U.S. federally insured limits.
Restricted Cash	Restricted Cash The Company periodically maintains cash deposits that are held and earmarked for a specific purpose. At December 31, 2021, the Company had set aside $2,700 for amounts to be paid under its cost sharing agreement with General Atomics, as leader of the consortium. These amounts were paid to General Atomics during 2022.
Mineral Properties and Exploration and Evaluation Costs	Mineral Properties and Exploration and Evaluation Costs Mineral property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Acquisition costs include cash consideration and the fair market value of the Company’s common shares (the “Common Shares”) issued as consideration. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are capitalized as mineral property acquisition costs at such time as the payments are made. Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable mineral reserves under Item 1300 of Regulation S-K, development costs related to such reserves and incurred after such determination will be considered for capitalization. The establishment of proven and probable reserves is based on results of feasibility studies. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future will be written off.
Reclamation Obligations	Reclamation Obligations The Company’s mining and exploration activities are subject to various laws and regulations, including legal and contractual obligations to reclaim, remediate, or otherwise restore properties at the time the property is removed from service. Reclamation obligations are recognized when incurred and recorded as liabilities at fair value. The reclamation obligation is based on when spending for an existing disturbance will occur. The Company reclaims the disturbance from its exploration programs on an ongoing basis; therefore, the portion of its reclamation obligation corresponding to its exploration programs expected to be settled in the near term is classified as a current liability. The remaining reclamation associated with environmental monitoring programs is classified as a long-term liability; however, because we have not declared proven or probable mineral reserves as defined under Item 1300 of Regulation S-K, the timing of these reclamation activities is uncertain as the reclamation areas will only be utilized once the Bear Lodge REE Project is operating. For exploration stage properties that do not qualify for asset capitalization, the costs associated with the reclamation obligation are charged to operations. For development and production stage properties, the costs are added to the capitalized costs of the property and amortized using the units-of-production method. We review, on a quarterly basis, unless otherwise deemed necessary, the reclamation obligation in connection with the Bear Lodge Property. The Company’s reclamation obligation is secured by a surety bond held for the benefit of the state of Wyoming in an amount determined by the applicable federal or state regulatory agencies. The Company’s reclamation obligation was $132 as of December 31, 2022 and 2021.
Depreciation	Depreciation Depreciation is computed using the straight-line method. The Company depreciates computer equipment furniture fixtures three
Stock-based Compensation	Stock-based Compensation The fair value of stock-based compensation awards is measured at the date of grant and amortized over the requisite service period, which is generally the vesting period, with a corresponding increase in additional paid-in capital. The Company uses the Black-Scholes option valuation model to calculate the fair value of awards granted. In the case of a share-based compensation award that is either cancelled or forfeited prior to vesting, the amortized expense associated with the unvested awards is reversed. The Company has elected to account for forfeitures as they occur.
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the asset and liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that the entire or some portion of the deferred tax asset will not be recognized.
Loss per Share	Loss per Share Loss per share is computed using the weighted average number of shares outstanding during the period. During December 2021, the Company completed a rights offering (see Note 8) whereby the Company offered existing shareholders the right to purchase additional common shares at $0.24 (the “offer price”). The offer price was significantly lower than the fair value of the common shares at that time. The discounted offer price was considered a bonus element, similar to a stock dividend. As a result, the earnings per share calculation was adjusted retroactively for the bonus element for all periods presented. For the year ended December 31, 2021, the Company’s basic and diluted earnings per share calculations have been adjusted to include the impact of the bonus element. To calculate diluted loss per share, the Company uses the treasury stock method and the if-converted method. Diluted loss per share is not presented, as the effect on the basic loss per share would be anti-dilutive. At December 31, 2022 and 2021, we had 4,160,000 and 2,180,000 of potentially dilutive securities, respectively, related to outstanding stock options.
Fair Value	Fair Value 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 December 31, 2022 and 2021 are presented in the following table: Fair value at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 5,216 $ 5,216 $ — $ — U.S. Treasury bills 9,961 9,961 — — Fair value at December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 22,700 $ 22,700 $ — $ — Money market funds and U.S. Treasury bills are valued at cost, which approximates fair value. These amounts are included on the balance sheet in cash and cash equivalents at December 31, 2022 and cash and cash equivalents and restricted cash at December 31, 2021.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements None.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Schedule of fair value of financial assets and liabilities on a recurring basis	Fair value at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 5,216 $ 5,216 $ — $ — U.S. Treasury bills 9,961 9,961 — — 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)	12 Months Ended
RELATED PARTY (Tables)	Dec. 31, 2022
RELATED PARTY
Schedule of related party transactions	2022 2021 Balance of funds paid under the Cost Share Agreement at beginning of year $ — $ — Funds transferred to General Atomics during the year 6,700 — Company's share of Demonstration Plant project costs during the year (4,558) — Balance of funds remaining on deposit with General Atomics at end of year $ 2,142 $ —
Schedule of related party receivables	2022 2021 Balance of receivables due from General Atomics at beginning of year (1) $ 106 $ — Reimbursable costs incurred by the Company during the year (1) 900 106 Reimbursements received from General Atomics during the year (832) — Balance of receivables due from General Atomics at end of year (1) $ 174 $ 106 (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 December 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 $6,700 advanced by the Company to General Atomics, as leader of the consortium, during the year ended December 31, 2022.

LEASES (Tables)

LEASES (Tables)	12 Months Ended
LEASES (Tables)	Dec. 31, 2022
LEASES
Schedule of total future minimum lease payments	2023 $ 124 2024 124 2025 93 Total lease payments 341 Less interest (49) Present value of lease payments $ 292

EQUIPMENT AND LAND (Tables)

EQUIPMENT AND LAND (Tables)	12 Months Ended
EQUIPMENT AND LAND (Tables)	Dec. 31, 2022
EQUIPMENT AND LAND
Schedule of equipment	December 31, 2022 December 31, 2021 Accumulated Net book Accumulated Net book Cost depreciation value Cost depreciation value Geological equipment $ 240 $ 225 $ 15 $ 240 $ 224 $ 16 Vehicles 50 50 — 50 50 — $ 290 $ 275 $ 15 $ 290 $ 274 $ 16

SHAREHOLDERS' EQUITY (Tables)

SHAREHOLDERS' EQUITY (Tables)	12 Months Ended
SHAREHOLDERS' EQUITY (Tables)	Dec. 31, 2022
SHAREHOLDERS' EQUITY
Schedule of significant assumptions used to estimate fair value	Year Ended December 31, 2022 2021 Risk-free interest rate 1.71-4.18 % 1.69 % Expected volatility 135 - 144 % 146 % Expected dividend yield Nil Nil Expected term in years 8 8
Schedule of stock option activity	Year Ended December 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 2,080,000 $ 1.29 855,000 $ 2.25 Exercised (1) (100,000) $ 0.25 (1,775,000) $ 0.13 Outstanding, end of period 4,160,000 $ 1.26 2,180,000 $ 1.18 Exercisable, end of period 2,932,500 $ 1.28 1,377,500 $ 0.94 Non-vested, end of period 1,227,500 $ 1.20 802,500 $ 1.59
Schedule of intrinsic value and weighted average remaining life for stock options	Weighted Average Remaining As of December 31, 2022: Intrinsic Value Life (Years) Stock options outstanding $ 168 6.8 Stock options exercisable $ 168 5.7 Stock options non-vested $ — 9.2

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
INCOME TAX (Tables)	Dec. 31, 2022
INCOME TAX
Schedule of future tax assets and liabilities	As of December 31, 2022 2021 Deferred tax assets: Non-current: Noncapital loss carryforwards, Canada $ 2,685 $ 2,651 Capital loss carryforwards, Canada 6 6 Net operating loss carryforwards, U.S. 23,675 22,235 Mineral properties 2,239 1,714 Reclamation provision 37 28 Equipment 104 91 Share based compensation 757 237 Research and development 212 513 Deferred tax assets 29,715 27,475 Valuation allowance (29,715) (27,475) Net $ — $ — Deferred tax liabilities: Deferred tax liabilities $ — $ — Net deferred tax asset/(liability) $ — $ —
Schedule of composition of valuation allowance by tax jurisdiction	As of December 31, 2022 2021 Canada $ 3,127 $ 3,093 United States 26,588 24,382 Total valuation allowance $ 29,715 $ 27,475
Schedule of components of loss from continuing operations before income taxes	For the year ended December 31, 2022 2021 Canada $ (487) $ (310) United States (8,939) (5,092) $ (9,426) $ (5,402)
Schedule of reconciliation of expected income tax on net income at statutory rates	As of December 31, 2022 2021 Net loss $ (9,426) $ (5,402) Statutory tax rate 27 % 27 % Tax expense at statutory rate (2,545) (1,459) State taxes (277) (290) Foreign rate differential 477 302 Change in tax rates 55 43 Share issuance costs amortization — (3) Stock-based compensation 248 56 Nondeductible expenses 17 11 Expired net operating loss carryovers — 9 Prior year true-up (215) (53) Change in valuation allowance 2,240 1,384 Income tax expense $ — $ —

NATURE OF OPERATIONS (Details)

NATURE OF OPERATIONS (Details)	12 Months Ended
NATURE OF OPERATIONS (Details)	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)	Nov. 30, 2022 USD ($)	Oct. 01, 2021 USD ($)
Nature of Operations
Amount of potential DoE funding				$ 21,900,000
Percentage of total estimated cost for the project covered by DoE funding	50%			50%
Rights offering authorized amount		$ 25,400,000
Grants Receivable		21,900,000
Cash and cash equivalents	$ 15,523,000	22,247,000
Cash used in operations	9,424,000	$ 2,842,000
Payments for demonstration plant project costs	6,700,000
Wyoming Energy Authority
Nature of Operations
Grants Receivable	$ 4,400		$ 4,400	$ 4,400,000
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%

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Cash and cash equivalents	$ 15,523	$ 22,247
Restricted cash		2,700
Reclamation obligation	$ 132	$ 132
Subscription price		$ 0.24
Potentially dilutive securities	4,160,000	2,180,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Depreciation (Details)	12 Months Ended
	Dec. 31, 2022
Computer Equipment \| Minimum
Depreciation period	3 years
Computer Equipment \| Maximum
Depreciation period	10 years
Furniture and Fixtures \| Minimum
Depreciation period	3 years
Furniture and Fixtures \| Maximum
Depreciation period	10 years
Geological Equipment \| Minimum
Depreciation period	3 years
Geological Equipment \| Maximum
Depreciation period	10 years
Vehicles
Depreciation period	5 years

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Money market funds
Assets
Money market funds	$ 5,216	$ 22,700
U.S. Treasury bills
Assets
Assets fair value	9,961
Level 1 \| Money market funds
Assets
Money market funds	5,216	$ 22,700
Level 1 \| U.S. Treasury bills
Assets
Assets fair value	$ 9,961

RELATED PARTY (Details)

RELATED PARTY (Details) - USD ($) $ in Thousands		1 Months Ended
RELATED PARTY (Details) - USD ($) $ in Thousands	Oct. 01, 2021	Dec. 31, 2021	Dec. 31, 2022
Related Party
Amount of potential DoE funding	$ 21,900
Percentage of total estimated cost for the project covered by DoE funding	50%		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%	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			$ 6,700

RELATED PARTY - Schedule of tra

RELATED PARTY - Schedule of transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party
Balance of funds remaining on deposit with General Atomics at end of year	$ 2,142
Related party payables		$ 712
General Atomics
Related Party
Funds transferred to General Atomics during the year	6,700
Company's share of Demonstration Plant project costs during the year	(4,558)
Balance of funds remaining on deposit with General Atomics at end of year	2,142
Related party payables	$ 0	$ 712

RELATED PARTY - Schedule of Rel

RELATED PARTY - Schedule of Related Party Receivables (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party
Beginning balance of receivables due	$ 106
Ending balance of receivables due	174	$ 106
General Atomics
Related Party
Beginning balance of receivables due	106
Reimbursable costs incurred by the Company	900	106
Reimbursements received from General Atomics	(832)
Ending balance of receivables due	$ 174	$ 106
Percentage of share amount billed	100%
Commitment Amount	$ 6,700

LEASES - (Details)

LEASES - (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
LEASES
Option to extend	true
Term of contract	12 months
Right of use asset - operating lease capitalized		$ 397
Operating lease payments	$ 85	$ 20
Weighted average lease term	2 years 9 months	3 years 9 months
Weighted average discount rate	12%	12%

LEASES - Lease Payments (Detail

LEASES - Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Lease payments
2023	$ 124
2024	124
2025	93
Total lease payments	341
Less interest	(49)
Present value of lease payments	$ 292

MINERAL PROPERTIES (Details)

MINERAL PROPERTIES (Details) - Amendment to Whitelaw Creek Asset Purchase Agreement	Dec. 31, 2022	Dec. 31, 2022 item	Dec. 31, 2022 a	Dec. 31, 2022 ha	Oct. 25, 2021 a	Oct. 20, 2016 a
Mineral properties
Number of unpatented mining claims		499
Area of non core property			640	257	640	640
Unpatented Mining Claims
Mineral properties
Ownership percentage	100%

EQUIPMENT AND LAND - Equipment

EQUIPMENT AND LAND - Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Cost	$ 290	$ 290
Accumulated depreciation	275	274
Net book value	15	16
Geological Equipment
Cost	240	240
Accumulated depreciation	225	224
Net book value	15	16
Vehicles
Cost	50	50
Accumulated depreciation	$ 50	$ 50

EQUIPMENT AND LAND (Details)

EQUIPMENT AND LAND (Details) - USD ($) $ in Thousands	12 Months Ended
EQUIPMENT AND LAND (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
EQUIPMENT AND LAND
Depreciation expense	$ 1	$ 5
Impairment charges	$ 0	$ 30

EQUIPMENT AND LAND - Asset Purc

EQUIPMENT AND LAND - Asset Purchase Agreement with Whitelaw Creek (Details) $ in Thousands		1 Months Ended	12 Months Ended
	Oct. 25, 2021 USD ($) a	Oct. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) a	Dec. 31, 2021 USD ($)	Dec. 31, 2022 ha	Oct. 20, 2016 a
Equipment and Land
Accretion expense			$ 284	$ 114
Amendment to Whitelaw Creek Asset Purchase Agreement
Equipment and Land
Area of non core property	640		640		257	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
Annual option payment	25
Minimum \| Amendment to Whitelaw Creek Asset Purchase Agreement
Equipment and Land
Exercise price of repurchase option	1,200
Maximum \| Amendment to Whitelaw Creek Asset Purchase Agreement
Equipment and Land
Exercise price of repurchase option	$ 1,850

SHAREHOLDERS' EQUITY (Details)

SHAREHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Oct. 01, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding		2,180,000	4,160,000	2,180,000	3,100,000
Option granted			2,080,000	855,000
Compensation expense for stock option awards			$ 2,920	$ 1,536
Unrecognized compensation cost			$ 173
Unvested stock options		802,500	1,227,500	802,500
Unrecognized compensation cost period of recognition			1 year 9 months 18 days
Intrinsic value of options exercised			$ 24	$ 2,985
Weighted average grant-date fair value of options granted (in dollars per share)			$ 1.29	$ 2.25
Rights offering authorized amount		$ 25,400		$ 25,400
Number of non-transferable subscription right issued		1
Number of subscription right to purchase		1		1
Subscription price		$ 0.24		$ 0.24
Common shares issued		105,808,444
Grants receivable		$ 21,900		$ 21,900
Principle amount outstanding		$ 1,000		$ 1,000
Percentage of total cost of the demonstration plant funded by DoE	50%	50%
Equity Incentive Plan 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of stock option			10 years
Shares issued			250,000	0
Maximum share based awards			17,236,689
10% Rolling Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of stock option			10 years
Options outstanding		2,180,000	3,910,000	2,180,000
Option granted			0

SHAREHOLDERS' EQUITY - Fair val

SHAREHOLDERS' EQUITY - Fair value assumptions (Details)	12 Months Ended
SHAREHOLDERS' EQUITY - Fair value assumptions (Details)	Dec. 31, 2022	Dec. 31, 2021
Risk-free interest rate		1.69%
Expected volatility		146%
Expected dividend yield
Expected term in years	8 years	8 years
Minimum
Risk-free interest rate	1.71%
Expected volatility	135%
Maximum
Risk-free interest rate	4.18%
Expected volatility	144%

SHAREHOLDERS' EQUITY - Stock op

SHAREHOLDERS' EQUITY - Stock option activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Stock Options
Outstanding, beginning of period	2,180,000	3,100,000
Granted	2,080,000	855,000
Exercised	(100,000)	(1,775,000)
Outstanding, end of period	4,160,000	2,180,000
Exercisable, end of period	2,932,500	1,377,500
Non-vested, end of period	1,227,500	802,500
Common shares issued on a net settlement basis	49,062	1,763,200
Weighted Average Exercise Price
Outstanding, beginning of period (in dollars per share)	$ 1.18	$ 0.28
Granted (in dollars per share)	1.29	2.25
Exercised (in dollars per share)	0.25	0.13
Outstanding, end of period (in dollars per share)	1.26	1.18
Exercisable, end of period (in dollars per share)	1.28	0.94
Non-vested, end of period (in dollars per share)	$ 1.20	$ 1.59

SHAREHOLDERS' EQUITY - Intrinsi

SHAREHOLDERS' EQUITY - Intrinsic value and weighted average remaining life for stock (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
SHAREHOLDERS' EQUITY
Intrinsic value of options outstanding	$ 168
Intrinsic value of stock options exercisable	$ 168
Weighted average remaining life of stock options outstanding	6 years 9 months 18 days
Weighted average remaining life of stock options exercisable	5 years 8 months 12 days
Weighted average remaining life of unvested stock options	9 years 2 months 12 days

INCOME TAX - Net deferred tax a

INCOME TAX - Net deferred tax asset liabilities (Details) $ in Thousands, $ in Thousands	Dec. 31, 2022 USD ($)	Dec. 31, 2022 CAD ($)	Dec. 31, 2021 USD ($)
Deferred tax assets:
Capital loss carryforwards		$ 59
Mineral properties	$ 2,239		$ 1,714
Reclamation provision	37		28
Equipment	104		91
Share based compensation	757		237
Research and development	212		513
Deferred tax assets	29,715		27,475
Valuation allowance	(29,715)		(27,475)
Canada
Deferred tax assets:
Noncapital loss carryforwards	2,685		2,651
Capital loss carryforwards	6		6
US
Deferred tax assets:
Net operating loss carryforwards	$ 23,675		$ 22,235

INCOME TAX - Valuation allowanc

INCOME TAX - Valuation allowance (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Canada	$ 3,127	$ 3,093
United States	26,588	24,382
Total valuation allowance	$ 29,715	$ 27,475

INCOME TAX - Loss from continui

INCOME TAX - Loss from continuing operations before income tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Canada	$ (487)	$ (310)
United States	(8,939)	(5,092)
Net loss	$ (9,426)	$ (5,402)

INCOME TAX - Reconciliation of

INCOME TAX - Reconciliation of expected income tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Net loss	$ (9,426)	$ (5,402)
Statutory tax rate	27%	27%
Tax expense at statutory rate	$ (2,545)	$ (1,459)
State taxes	(277)	(290)
Foreign rate differential	477	302
Change in tax rates	55	43
Share issuance costs amortization		(3)
Stock-based compensation	248	56
Nondeductible expenses	17	11
Expired net operating loss carryovers		9
Prior year true-up	(215)	(53)
Change in valuation allowance	$ 2,240	$ 1,384

INCOME TAX (Details)

INCOME TAX (Details) $ in Thousands, $ in Thousands	12 Months Ended
INCOME TAX (Details) $ in Thousands, $ in Thousands	Dec. 31, 2022 USD ($)	Dec. 31, 2022 CAD ($)
INCOME TAX
Valuation allowance as a percent of deferred tax assets	100%	100%
Increase in valuation allowance	$ 2,240
Net operating loss carryforwards	$ 98,970
Non capital loss carry carryforward		$ 12,938
Capital loss carryforwards		$ 59

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands		1 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Oct. 25, 2021 USD ($) a	Oct. 31, 2022 USD ($)	Dec. 31, 2022	Dec. 31, 2022 a	Dec. 31, 2022 ha	Oct. 01, 2021	Oct. 20, 2016 a
Commitments and Contingencies
Percentage of total estimated cost for the project covered by DoE funding			50%			50%
Amendment to Whitelaw Creek Asset Purchase Agreement
Commitments and Contingencies
Area of non core property	640			640	257		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 EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)		12 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	Jan. 04, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2022	Oct. 01, 2021
Subsequent Event
Grants receivable			$ 21,900,000
Option granted		2,080,000	855,000
Granted (in dollars per share)		$ 1.29	$ 2.25
Wyoming Energy Authority [Member]
Subsequent Event
Grants receivable		$ 4,400		$ 4,400	$ 4,400,000
Grants Recognized		$ 0
Subsequent Event
Subsequent Event
Option granted	1,020,000
Granted (in dollars per share)	$ 0.38
Subsequent Event \| Vesting on July 4, 2023
Subsequent Event
Vesting percentage	50%
Subsequent Event \| Vesting on January 4, 2024
Subsequent Event
Vesting percentage	50%