Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 15, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-34852 | ||
Entity Registrant Name | RARE ELEMENT RESOURCES LTD | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Address, Address Line One | P.O. Box 271049 | ||
Entity Address, City or Town | Littleton, | ||
Entity Address, State or Province | CO | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Postal Zip Code | 80127 | ||
City Area Code | 720 | ||
Local Phone Number | 278-2460 | ||
Title of 12(b) Security | None | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | 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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 31,100,000 | ||
Entity Common Stock, Shares Outstanding | 511,111,557 | ||
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 | 2023 | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 3,633 | $ 15,523 |
Grant receivable (Note 5) | 2,000 | |
Prepaid expenses and other | 503 | 140 |
Total Current Assets | 9,750 | 17,979 |
Equipment, net | 29 | 15 |
Restricted cash | 186 | |
Right of use asset (Note 6) | 179 | 273 |
Investment in land (Note 8) | 600 | 600 |
Total Assets | 10,744 | 18,867 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 291 | 227 |
Repurchase option (Note 8) | 1,539 | |
Lease liability, current (Note 6) | 111 | 124 |
Total Current Liabilities | 1,941 | 351 |
Reclamation obligation | 182 | 132 |
Lease liability, long-term (Note 6) | 92 | 168 |
Repurchase option (Note 8) | 1,281 | |
Other long-term liabilities | 92 | |
Total Liabilities | 2,307 | 1,932 |
Commitments and Contingencies (Note 11) | ||
SHAREHOLDERS' EQUITY: | ||
Common shares, no par value - unlimited shares authorized; shares outstanding at December 31, 2023 and December 31, 2022 of 212,968,451 and 212,515,951, respectively | 136,937 | 136,906 |
Additional paid in capital | 29,140 | 28,673 |
Accumulated deficit | (157,640) | (148,644) |
Total Shareholders' Equity | 8,437 | 16,935 |
Total Liabilities and Shareholders' Equity | 10,744 | 18,867 |
Related Party | ||
CURRENT ASSETS | ||
Due from related party (Note 4) | 179 | 174 |
Prepaid to related party (Note 4) | $ 3,435 | $ 2,142 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common shares, par value | $ 0 | |
Common shares, authorized | Unlimited | Unlimited |
Common shares, outstanding | 212,968,451 | 212,515,951 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Exploration and evaluation (See Note 4 for related party costs) | $ (8,242) | $ (4,155) |
Corporate administration | (2,828) | (5,106) |
Depreciation and amortization | (102) | (100) |
Total operating expenses | (11,172) | (9,361) |
Non-operating income (expense): | ||
Interest income | 476 | 258 |
Grant income | 2,000 | |
Accretion expense | (283) | (284) |
Interest expense | (29) | (39) |
Gain on sale of equipment | 12 | |
Total non-operating income (expense) | 2,176 | (65) |
Net loss | $ (8,996) | $ (9,426) |
LOSS PER SHARE - BASIC (in dollars per share) | $ (0.04) | $ (0.04) |
LOSS PER SHARE - DILUTED (in dollars per share) | $ (0.04) | $ (0.04) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC (in shares) | 212,686,616 | 212,475,088 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, DILUTED (in shares) | 212,686,616 | 212,475,088 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,996) | $ (9,426) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2 | 1 |
Accretion expense | 283 | 284 |
Right of use asset amortization | 100 | 99 |
Lease liability | (96) | (85) |
Stock-based compensation | 467 | 2,920 |
Reclamation obligation | 50 | |
Other | (179) | (25) |
Total adjustments to reconcile net loss to net cash used in operating activities | (8,369) | (6,232) |
Changes in working capital: | ||
Due from related party | (5) | (68) |
Grant receivable | (2,000) | |
Prepaid expenses and other | (1,396) | (2,207) |
Accounts payable and accrued liabilities | 64 | (892) |
Net cash used in operating activities | (11,706) | (9,399) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of equipment | 12 | |
Purchase of equipment | (16) | |
Net cash used in investing activities | (4) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Stock option exercise | 31 | |
Repurchase option payment | (25) | (25) |
Net cash provided by (used in) financing activities | 6 | (25) |
Net change in cash, cash equivalents and restricted cash | (11,704) | (9,424) |
Cash, cash equivalents and restricted cash- beginning of the period | 15,523 | 24,947 |
Cash, cash equivalents and restricted cash- end of the period | $ 3,819 | $ 15,523 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Reconciliation of amounts in the Balance Sheet to amounts in the Cash Flow Statement: | |||
Cash and cash equivalents | $ 3,633 | $ 15,523 | |
Restricted cash, long-term | 186 | ||
Total of cash, cash equivalents and restricted cash - end of period | $ 3,819 | $ 15,523 | $ 24,947 |
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, 2021 | 212,466,889 | |||
Beginning balance at Dec. 31, 2021 | $ 136,906 | $ 25,753 | $ (139,218) | $ 23,441 |
Stock option exercises, 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 |
Stock option exercises, shares | 455,000 | 455,000 | ||
Stock option exercises, amount | $ 31 | $ 31 | ||
Stock-based compensation | 467 | 467 | ||
Common shares cancelled | (2,500) | |||
Net loss | (8,996) | (8,996) | ||
Ending balance, shares at Dec. 31, 2023 | 212,968,451 | |||
Ending balance at Dec. 31, 2023 | $ 136,937 | $ 29,140 | $ (157,640) | $ 8,437 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
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 (“NdPr”), 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 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-scale 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 demonstration plant utilizing proprietary technology to produce commercial-grade products. The DoE finalized the award, and an agreement was executed by the DoE’s grants/agreement officer on September 27, 2021, with an effective date of October 1, 2021. The Company, as a subrecipient of the award, along with the other consortium members, commenced work on the planning and design of the Demonstration Plant project in November 2021, with the Company’s contractual arrangement with General Atomics finalized in December 2021. The DoE funding is in the amount of $21,900 and represents approximately one To address the Company’s funding needs, in 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, and planned 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 was expected to fund approximately one During 2022 and 2023, the Company continued its work on the Demonstration Plant project. This work is expected to continue through the Demonstration Plant’s expected completion date in 2025. In December 2022, the Demonstration Plant achieved its final engineering design milestone marking the completion of the DoE’s first go/no-go decision point. A second go/no-go gating milestone was achieved in December 2023 with the issuance by the DoE of a Project Continuation Notice, allowing for the construction of the Demonstration Plant. The completion of these milestones were each gating events for the DoE’s continued funding as provided for in the 2021 award grant. With the completion of this second gating event, the Demonstration Plant’s construction is now underway and is expected to be completed in mid-2024. Operations to process and separate the REE from the sample materials are expected to follow the completion of the Demonstration Plant’s construction for an additional 12-to-15-month period. The Company has incurred losses since its inception, and further losses are anticipated in the development of its business. As of December 31, 2023, the Company had cash and cash equivalents of $3,633. During the year ended December 31, 2023, we consumed cash of $11,706, of which approximately $9,000 was used for the payment of costs associated with the Demonstration Plant project, with the remainder having been 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 |
Dec. 31, 2023 | |
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 held 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. Reclassifications Certain amounts for the year ended December 31, 2022 have been reclassified to conform to the 2023 presentation. Total assets, liabilities, equity, and net loss did not change for the prior periods due to the reclassifications. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, cash and cash equivalents consisted of $3,633 and $15,523, 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, 2023, the Company had $186 in restricted cash for amounts held by a third party as security for a surety bond for our Demonstration Plant. 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. The Company currently has no proven and probable reserves, and you are specifically cautioned not to assume that any part or all of our mineral resources will ever be converted into mineral reserves, as defined by the SEC or NI 43-101. See “Item 1A. Risk Factors” of this Annual Report. 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 associated with our Bear Lodge Property. The Company’s reclamation obligation is secured by surety bonds held for the benefit of the state of Wyoming in amounts determined by the applicable federal or state regulatory agencies. The Company’s reclamation obligation, which increased from $132 as of December 31, 2022 to $182 as of December 31, 2023, was due to a revision in this estimate. 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 basis. 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. 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, 2023 and 2022, we had 4,725,000 and 4,160,000 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, 2023 and 2022 are presented in the following table: Fair value at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 3,301 $ 3,301 $ — $ — Grants and related party receivables 2,179 2,179 — — 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 — — Related party receivable 174 174 — — 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, 2023 and 2022. Recently Issued Accounting Pronouncements No recent accounting pronouncements are applicable to the Company at this time. |
RELATED PARTY
RELATED PARTY | 12 Months Ended |
Dec. 31, 2023 | |
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 $15,700 through December 31, 2023, 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. The term of the Cost Share Agreement will continue until the date of completion of the Demonstration Plant project, 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 project; (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 project 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, 2023 and 2022: 2023 2022 Balance of funds remaining on deposit with General Atomics as a prepaid expense at beginning of year $ 2,142 $ — Funds transferred to General Atomics during the year 9,000 6,700 Company's share of Demonstration Plant project costs incurred during the year (7,707) (4,558) Balance of funds remaining on deposit with General Atomics as a prepaid expense at end of year $ 3,435 $ 2,142 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, 2023 and 2022: 2023 2022 Balance of receivables due from General Atomics at beginning of year $ 174 $ 106 Reimbursable costs incurred by the Company during the year 1,319 900 Reimbursements received from General Atomics during the year (1,314) (832) Balance of receivables due from General Atomics at end of year $ 179 $ 174 Subsequent to year-end, the Company received payments totaling $179 from General Atomics for all amounts owing under the Cost Share Agreement at December 31, 2023. |
WYOMING ENERGY AUTHORITY GRANT
WYOMING ENERGY AUTHORITY GRANT | 12 Months Ended |
Dec. 31, 2023 | |
WYOMING ENERGY AUTHORITY GRANT | |
WYOMING ENERGY AUTHORITY GRANT | 5. WYOMING ENERGY AUTHORITY GRANT In June 2023, the Company, and the WEA entered into a Funding Agreement (the “WEA Funding Agreement”) pursuant to which the WEA agreed to fund, subject to certain conditions, a $4,400 grant to the Company, the proceeds of which are to be used for the Demonstration Plant. Pursuant to the WEA Funding Agreement, the grant is to be paid upon the WEA’s receipt of invoices from the Company detailing its actual expenses relating to the Demonstration Plant (half of which funds will be allocated to two milestone periods during the development process), less a 10% (or $440) retainer, the payment of which is conditioned upon the WEA’s receipt following the commencement of the Demonstration Plant’s operations of an invoice and the Company’s final executive summary report in a form to be approved by the WEA. Pursuant to the WEA Funding Agreement, the funding for the Demonstration Plant will be provided to the WEA from the Energy Resources Council (the “ERC”) and is further conditioned upon the availability of government funds that are appropriated or allocated for the payment of the grant and which may be limited for any reason, including congressional, legislative, gubernatorial, or administration action. The WEA Funding Agreement will terminate when the funding has been fully disbursed, but no later than December 31, 2025, unless terminated sooner by either party in accordance with the terms of the WEA Funding Agreement. The WEA Funding Agreement may be terminated (i) by either party if the WEA does not receive the requested funding from the ERC or if the grant funds are not allocated or available for the continued performance of the WEA Funding Agreement, or (ii) by the WEA immediately for cause if the Company fails to perform in accordance with the terms of the WEA Funding Agreement. The following table summarizes transactions under the WEA Funding Agreement for the years ended December 31, 2023 and 2022: 2023 2022 Grant receivable due from WEA at beginning of year $ — $ — Grant amounts invoiced to WEA during the year 2,000 — Grant reimbursements received from WEA during the year — — Grant receivable due from WEA at end of year $ 2,000 $ — The Company received payment in January 2024 of the $2,000 grant receivable balance at December 31, 2023. The remaining $2,400 of the $4,400 grant total, which is conditioned on the achievement of other, future milestones, will be invoiced to the WEA once those milestones have been achieved (expected in 2024). Because there is no specific guidance under U.S. GAAP that addresses the recognition and measurement of government assistance received by non-government entities, the Company has elected to account for the WEA grant by analogy to the guidance provided under U.S. GAAP for government assistance to non-business entities. Under this guidance, any recognition of the grant is deferred and only gets recorded in the grantee’s financial statements if and when the applicable gating condition(s) have been substantially met. Accordingly, the Company has only recognized in its December 31, 2023 financial statements the $2,000 associated with the achievement of the first milestone. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
LEASES | 6. 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 and buildings in Upton, Wyoming for the Demonstration Plant. The lease is a 12-month lease with annual renewal terms. During June 2023, the lease was renewed, extending the termination date to September 30, 2024. 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 provides for an annual cost of living adjustment, but contains no residual value guarantees or restrictive covenants. For purposes of the following table, payments under the lease are assumed to run through September 30, 2025, the end of the lease renewal period most closely following the completion of Demonstration Plant operations. If the completion of the Demonstration Plant operations extends past September 2025, the Company may seek to extend the lease term accordingly. Total future minimum lease payments as of December 31, 2023 were as follows: 2024 $ 128 2025 96 Total lease payments 224 Less interest (21) Present value of lease payments $ 203 For the years ended December 31, 2023 and 2022, $96 and $85, respectively, were included in operating cash flows for amounts paid for operating leases. As of December 31, 2023 and 2022, the weighted average lease terms for the Company’s one operating lease were 1.75 years and 2.75 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 |
Dec. 31, 2023 | |
MINERAL PROPERTIES | |
MINERAL PROPERTIES | 7. MINERAL PROPERTIES Bear Lodge Property, Wyoming, USA The Company, through its 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 6) 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 |
Dec. 31, 2023 | |
EQUIPMENT AND LAND | |
EQUIPMENT AND LAND | 8. EQUIPMENT AND LAND Equipment At December 31, 2023 and 2022, equipment consisted of the following: December 31, 2023 December 31, 2022 Accumulated Net book Accumulated Net book Cost depreciation value Cost depreciation value Equipment $ 256 $ 227 $ 29 $ 240 $ 225 $ 15 Depreciation expense for the years ended December 31, 2023 and 2022 was $2 and $1, respectively. The Company evaluates the recoverability of the carrying value of equipment when events and circumstances indicate that such assets might be impaired. No impairment charges were recorded during the years ended December 31, 2023 and 2022. 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 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. In October 2023, the Company made the $25 Repurchase Option Extension Payment to Whitelaw Creek to extend the term of the Repurchase Option through October 26, 2024. For accounting purposes, the Company has treated this transaction as a financing arrangement where the value of the 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, 2023 and 2022, the Company recorded accretion expense of $283 and $284, respectively, related to this Repurchase Option. At December 31, 2023, the balance of the Repurchase Option has been classified as a current liability given the final Repurchase Option extension provided for in the Amendment ending on October 26, 2024. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | 9. SHAREHOLDERS’ EQUITY Stock-based Compensation As of December 31, 2023 and 2022, the Company had issued and outstanding stock options of 3,455,000 and 3,910,000, respectively, that were issued under its 10% Rolling Stock Option Plan, as amended, and restated (the “2011 Plan”) and 1,270,000 and 250,000, 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 1,020,000 and 2,080,000 stock option awards granted during the years ended December 31, 2023 and 2022, respectively, were as follows: Year Ended December 31, 2023 2022 Risk-free interest rate 1.54 % 1.71-4.18 % Expected volatility 123 % 135-144 % 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, 2023 and 2022: Year Ended December 31, 2023 2022 Weighted Weighted Average Average Number of Stock Exercise Number of Stock Exercise Options Price Options Price Outstanding, beginning of period 4,160,000 $ 1.26 2,180,000 $ 1.18 Granted 1,020,000 $ 0.38 2,080,000 $ 1.29 Exercised (1) (455,000) $ 0.07 (100,000) $ 0.25 Outstanding, end of period 4,725,000 $ 1.18 4,160,000 $ 1.26 Exercisable, end of period 3,965,000 $ 1.31 2,932,500 $ 1.28 Non-vested, end of period 760,000 $ 0.49 1,227,500 $ 1.20 (1) The 455,000 and 100,000 of stock options exercised during the years ended December 31, 2023 and 2022, respectively, resulted in 455,000 and 49,062 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, 2023 and 2022, the Company recognized compensation expense related to stock option awards of $467 and $2,920, respectively. As of December 31, 2023, there was approximately $62 of total unrecognized compensation cost to be recognized over a weighted-average remaining period of approximately 1.3 years. Weighted Average Remaining As of December 31, 2023: Intrinsic Value Life (Years) Stock options outstanding $ 13 7.0 Stock options exercisable $ 13 6.7 Stock options non-vested $ — 8.9 The intrinsic value of stock options exercised during the years ended December 31, 2023 and 2022 was $202 and $24, respectively. The weighted-average grant-date fair value of options granted during the years ended December 31, 2023 and 2022 was $0.35 and $1.29, respectively. Rights Offering On February 14, 2024, the Company launched a rights offering for gross proceeds of approximately $35,800 in which each holder of the Company’s common shares as of the record date of December 15, 2023 would be eligible to participate. Terms of the rights offering include the issuance of one and four-tenth (or 1.4) 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 $0.12 per share (the “basic subscription privilege”). For any holder exercising 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 closed on March 11, 2024 and the gross proceeds of $35,800 were received. The net proceeds from this rights offering will be utilized to progress the Company’s business strategy to support the advancement of the Bear Lodge REE Project, which includes funding the operation of the Demonstration Plant for a period of time that is expected to be sufficient to provide the information to support a commercialization decision, acquiring real property, updating the mineral resource model and technical reports, and advancing permitting, environmental support, and basic engineering, as well as for other general corporate purposes. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAX | |
INCOME TAX | 10. 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, 2023 and 2022 include the following components: As of December 31, 2023 2022 Deferred tax assets: Non-current: Noncapital loss carryforwards, Canada $ 2,725 $ 2,685 Capital loss carryforwards, Canada 6 6 Net operating loss carryforwards, U.S. 24,661 23,675 Mineral properties 3,350 2,239 Reclamation provision 50 37 Equipment 103 104 Share based compensation 721 757 Research and development 109 212 Deferred tax assets 31,725 29,715 Valuation allowance (31,725) (29,715) 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, 2023 2022 Canada $ 3,167 $ 3,127 United States 28,558 26,588 Total valuation allowance $ 31,725 $ 29,715 The valuation allowance increased by $2,010 from the year ended December 31, 2022 to the year ended December 31, 2023. Since it is more likely than not that the deferred tax assets will not be realized, the Company has recorded a full valuation allowance against the deferred tax assets. At December 31, 2023, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $102,949 with expiration dates ranging from 2024 to those not having an expiration date and U.S. state NOL carryforwards of approximately $87,485 with expiration dates ranging from 2031 to 2043. As a result of the Tax Cuts and Jobs Act, U.S. federal 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. federal NOL carryforwards. However, since no Section 382 study has been completed, the actual usage of U.S. federal NOL carryforwards has not been determined. At December 31, 2023, the Company also had Canadian non-capital loss carryforwards of approximately C$13,625, which expire from 2026 to 2043, and Canadian capital loss carryforwards of C$59 having no expiration dates. For financial reporting purposes, loss from continuing operations before income taxes consists of the following components: For the year ended December 31, 2023 2022 Canada $ (509) $ (487) United States (8,487) (8,939) $ (8,996) $ (9,426) A reconciliation of expected income tax on net income at statutory rates is as follows: As of December 31, 2023 2022 Net loss $ (8,996) $ (9,426) Statutory tax rate 27 % 27 % Tax expense at statutory rate (2,429) (2,545) State taxes (287) (277) Foreign rate differential 496 477 Change in tax rates 61 55 Stock-based compensation 48 248 Nondeductible expenses 13 17 Prior year true-up 88 (215) Change in valuation allowance 2,010 2,240 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 files income tax returns in the Canadian federal and provincial jurisdictions, while its wholly owned subsidiary, Rare Element Resources, Inc., files U.S. federal and state tax returns. 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 |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 11. 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 |
Dec. 31, 2023 | |
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS | |
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS | 12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS The Company did not have any significant non-cash transactions during the years ended December 31, 2023 or 2022. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 13. 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 |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Management Change On January 2, 2024, Mr. Berg notified the Company of his decision to resign as the President and Chief Executive Officer and as a director of the Company, in each case effective as of April 2, 2024, unless sooner terminated by the Company. On March 14, 2024, the Company and Mr. Berg agreed that such resignations would take effect on March 20, 2024. Also on March 14, 2024, the Company’s Board of Directors appointed (i) Kelli Kast, a current director of the Company, as the interim President and Chief Executive Officer of the Company, in each case effective as of March 20, 2024, and (ii) Kenneth Mushinski as the President and Chief Executive Officer and as a director of the Company, in each case effective as of May 1, 2024. Receipt of WEA Funds On January 31, 2024, the Company received payment of $2,000 from the WEA for an amount that had been billed in December 2023 and that was reflected in the Company’s December 31, 2023 Consolidated Balance Sheet as a grant receivable. Rights Offering In March 2024, the Company completed a rights offering for gross proceeds of approximately $35,800 in which each holder of the Company’s common shares as of the record date of December 15, 2023 was eligible to participate. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 held 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. |
Reclassifications | Reclassifications Certain amounts for the year ended December 31, 2022 have been reclassified to conform to the 2023 presentation. Total assets, liabilities, equity, and net loss did not change for the prior periods due to the reclassifications. |
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, 2023 and 2022, cash and cash equivalents consisted of $3,633 and $15,523, 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, 2023, the Company had $186 in restricted cash for amounts held by a third party as security for a surety bond for our Demonstration Plant. |
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. The Company currently has no proven and probable reserves, and you are specifically cautioned not to assume that any part or all of our mineral resources will ever be converted into mineral reserves, as defined by the SEC or NI 43-101. See “Item 1A. Risk Factors” of this Annual Report. |
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 associated with our Bear Lodge Property. The Company’s reclamation obligation is secured by surety bonds held for the benefit of the state of Wyoming in amounts determined by the applicable federal or state regulatory agencies. The Company’s reclamation obligation, which increased from $132 as of December 31, 2022 to $182 as of December 31, 2023, was due to a revision in this estimate. |
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 basis. 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. 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, 2023 and 2022, we had 4,725,000 and 4,160,000 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, 2023 and 2022 are presented in the following table: Fair value at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 3,301 $ 3,301 $ — $ — Grants and related party receivables 2,179 2,179 — — 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 — — Related party receivable 174 174 — — 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, 2023 and 2022. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements No recent accounting pronouncements are applicable to the Company at this time. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of fair value of financial assets and liabilities on a recurring basis | Fair value at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 3,301 $ 3,301 $ — $ — Grants and related party receivables 2,179 2,179 — — 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 — — Related party receivable 174 174 — — |
RELATED PARTY (Tables)
RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY | |
Schedule of related party transactions | 2023 2022 Balance of funds remaining on deposit with General Atomics as a prepaid expense at beginning of year $ 2,142 $ — Funds transferred to General Atomics during the year 9,000 6,700 Company's share of Demonstration Plant project costs incurred during the year (7,707) (4,558) Balance of funds remaining on deposit with General Atomics as a prepaid expense at end of year $ 3,435 $ 2,142 |
Schedule of related party receivables | 2023 2022 Balance of receivables due from General Atomics at beginning of year $ 174 $ 106 Reimbursable costs incurred by the Company during the year 1,319 900 Reimbursements received from General Atomics during the year (1,314) (832) Balance of receivables due from General Atomics at end of year $ 179 $ 174 |
WYOMING ENERGY AUTHORITY GRANT
WYOMING ENERGY AUTHORITY GRANT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
WYOMING ENERGY AUTHORITY GRANT | |
Schedule of grants transactions | 2023 2022 Grant receivable due from WEA at beginning of year $ — $ — Grant amounts invoiced to WEA during the year 2,000 — Grant reimbursements received from WEA during the year — — Grant receivable due from WEA at end of year $ 2,000 $ — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
Schedule of total future minimum lease payments | 2024 $ 128 2025 96 Total lease payments 224 Less interest (21) Present value of lease payments $ 203 |
EQUIPMENT AND LAND (Tables)
EQUIPMENT AND LAND (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
EQUIPMENT AND LAND | |
Schedule of equipment | December 31, 2023 December 31, 2022 Accumulated Net book Accumulated Net book Cost depreciation value Cost depreciation value Equipment $ 256 $ 227 $ 29 $ 240 $ 225 $ 15 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SHAREHOLDERS' EQUITY | |
Schedule of significant assumptions used to estimate fair value | Year Ended December 31, 2023 2022 Risk-free interest rate 1.54 % 1.71-4.18 % Expected volatility 123 % 135-144 % Expected dividend yield Nil Nil Expected term in years 8 8 |
Schedule of stock option activity | Year Ended December 31, 2023 2022 Weighted Weighted Average Average Number of Stock Exercise Number of Stock Exercise Options Price Options Price Outstanding, beginning of period 4,160,000 $ 1.26 2,180,000 $ 1.18 Granted 1,020,000 $ 0.38 2,080,000 $ 1.29 Exercised (1) (455,000) $ 0.07 (100,000) $ 0.25 Outstanding, end of period 4,725,000 $ 1.18 4,160,000 $ 1.26 Exercisable, end of period 3,965,000 $ 1.31 2,932,500 $ 1.28 Non-vested, end of period 760,000 $ 0.49 1,227,500 $ 1.20 |
Schedule of intrinsic value and weighted average remaining life for stock options | Weighted Average Remaining As of December 31, 2023: Intrinsic Value Life (Years) Stock options outstanding $ 13 7.0 Stock options exercisable $ 13 6.7 Stock options non-vested $ — 8.9 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAX | |
Schedule of future tax assets and liabilities | As of December 31, 2023 2022 Deferred tax assets: Non-current: Noncapital loss carryforwards, Canada $ 2,725 $ 2,685 Capital loss carryforwards, Canada 6 6 Net operating loss carryforwards, U.S. 24,661 23,675 Mineral properties 3,350 2,239 Reclamation provision 50 37 Equipment 103 104 Share based compensation 721 757 Research and development 109 212 Deferred tax assets 31,725 29,715 Valuation allowance (31,725) (29,715) 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, 2023 2022 Canada $ 3,167 $ 3,127 United States 28,558 26,588 Total valuation allowance $ 31,725 $ 29,715 |
Schedule of components of loss from continuing operations before income taxes | For the year ended December 31, 2023 2022 Canada $ (509) $ (487) United States (8,487) (8,939) $ (8,996) $ (9,426) |
Schedule of reconciliation of expected income tax on net income at statutory rates | As of December 31, 2023 2022 Net loss $ (8,996) $ (9,426) Statutory tax rate 27 % 27 % Tax expense at statutory rate (2,429) (2,545) State taxes (287) (277) Foreign rate differential 496 477 Change in tax rates 61 55 Stock-based compensation 48 248 Nondeductible expenses 13 17 Prior year true-up 88 (215) Change in valuation allowance 2,010 2,240 Income tax expense $ — $ — |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Mar. 11, 2024 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Feb. 14, 2024 USD ($) | Dec. 05, 2023 USD ($) | 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% | 50% | ||||||
Rights offering authorized amount | $ 36,000 | $ 25,400 | ||||||
Amount of initial estimate for the Demonstration Plant | $ 43,800 | |||||||
Cash and cash equivalents | $ 3,633 | $ 15,523 | ||||||
Cash used in operations | 11,706 | $ 9,399 | ||||||
Payments for demonstration plant project costs | 9,000 | |||||||
Subsequent Event | ||||||||
Nature of Operations | ||||||||
Rights offering authorized amount | $ 35,800 | |||||||
Gross proceeds from rights offering | $ 35,800 | $ 35,800 | ||||||
Wyoming Energy Authority | ||||||||
Nature of Operations | ||||||||
Grants Receivable | $ 4,400 | $ 4,400 | ||||||
Minimum | ||||||||
Nature of Operations | ||||||||
Additional period for operation processes from samples | 12 months | |||||||
Maximum | ||||||||
Nature of Operations | ||||||||
Additional period for operation processes from samples | 15 months | |||||||
Bear Lodge REE Project | ||||||||
Nature of Operations | ||||||||
Ownership interest (as a percent) | 100% | |||||||
Sundance Gold Project | ||||||||
Nature of Operations | ||||||||
Ownership interest (as a percent) | 100% | |||||||
Number of gold targets | item | 3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | $ 3,633 | $ 15,523 |
Restricted cash | 186 | |
Reclamation obligation | $ 182 | $ 132 |
Potentially dilutive securities | 4,725,000 | 4,160,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Depreciation (Details) | Dec. 31, 2023 |
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, 2023 | Dec. 31, 2022 |
Money market funds | ||
Assets | ||
Money market funds | $ 3,301 | $ 5,216 |
U.S. Treasury bills | ||
Assets | ||
Assets fair value | 9,961 | |
Grants and related party receivables | ||
Assets | ||
Assets fair value | 2,179 | |
Related party receivable | ||
Assets | ||
Assets fair value | 174 | |
Level 1 | Money market funds | ||
Assets | ||
Money market funds | 3,301 | 5,216 |
Level 1 | U.S. Treasury bills | ||
Assets | ||
Assets fair value | 9,961 | |
Level 1 | Grants and related party receivables | ||
Assets | ||
Assets fair value | $ 2,179 | |
Level 1 | Related party receivable | ||
Assets | ||
Assets fair value | $ 174 |
RELATED PARTY (Details)
RELATED PARTY (Details) - USD ($) $ in Thousands | 2 Months Ended | ||
Oct. 01, 2021 | Feb. 29, 2024 | Dec. 31, 2023 | |
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 | $ 43,800 | ||
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% | ||
General Atomics | |||
Related Party | |||
Commitment Amount | $ 15,700 | ||
Payment received amount | $ 179 |
RELATED PARTY - Schedule of tra
RELATED PARTY - Schedule of transactions - General Atomics (Details) - General Atomics - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party | ||
Balance of funds remaining on deposit with General Atomics as a prepaid expense at beginning of year | $ 2,142 | |
Funds transferred to General Atomics during the year | 9,000 | $ 6,700 |
Company's share of Demonstration Plant project costs incurred during the year | (7,707) | (4,558) |
Balance of funds remaining on deposit with General Atomics as a prepaid expense at end of year | $ 3,435 | $ 2,142 |
RELATED PARTY - Schedule of Rel
RELATED PARTY - Schedule of Related Party Receivables - General Atomics (Details) - General Atomics - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party | ||
Beginning balance of receivables due | $ 174 | $ 106 |
Reimbursable costs incurred by the Company during the year | 1,319 | 900 |
Reimbursements received from General Atomics during the year | (1,314) | (832) |
Ending balance of receivables due | $ 179 | $ 174 |
WYOMING ENERGY AUTHORITY GRAN_2
WYOMING ENERGY AUTHORITY GRANT (Details) | 12 Months Ended | ||
Jun. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) | Oct. 01, 2021 USD ($) | |
Grant receivable, current | $ 2,000,000 | ||
Grant income | 2,000,000 | ||
Wyoming Energy Authority | |||
Grant receivable, current | 2,000,000 | ||
Grants receivable, noncurrent | 2,400,000 | ||
Grants receivable | $ 4,400,000 | $ 4,400,000 | |
Wyoming Energy Authority | Funding Agreement | |||
Grants receivable | $ 4,400,000 | ||
Number of milestones during development process | 2 | ||
Percentage of actual expenses | 10% | ||
Retainer amount | $ 440,000 |
WYOMING ENERGY AUTHORITY GRAN_3
WYOMING ENERGY AUTHORITY GRANT - Roll forward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Grant receivable due from WEA at end of year | $ 2,000 |
Wyoming Energy Authority | |
Grant amounts invoiced to WEA during the year | 2,000 |
Grant receivable due from WEA at end of year | $ 2,000 |
LEASES - (Details)
LEASES - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
LEASES | ||
Option to extend | true | |
Term of contract | 12 months | |
Operating lease payments | $ 96 | $ 85 |
Weighted average lease term | 1 year 9 months | 2 years 9 months |
Weighted average discount rate | 12% | 12% |
LEASES - Lease Payments (Detail
LEASES - Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Lease payments | |
2024 | $ 128 |
2025 | 96 |
Total lease payments | 224 |
Less interest | (21) |
Present value of lease payments | $ 203 |
MINERAL PROPERTIES (Details)
MINERAL PROPERTIES (Details) - Amendment to Whitelaw Creek Asset Purchase Agreement | Dec. 31, 2023 | Dec. 31, 2023 item | Dec. 31, 2023 a | Dec. 31, 2023 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, 2023 | Dec. 31, 2022 |
Net book value | $ 29 | $ 15 |
Equipment | ||
Cost | 256 | 240 |
Accumulated depreciation | 227 | 225 |
Net book value | $ 29 | $ 15 |
EQUIPMENT AND LAND (Details)
EQUIPMENT AND LAND (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
EQUIPMENT AND LAND | ||
Depreciation expense | $ 2 | $ 1 |
Impairment charges | $ 0 | $ 0 |
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 ($) a | Oct. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) a | Dec. 31, 2022 USD ($) | Dec. 31, 2023 ha | Oct. 20, 2016 a | |
Equipment and Land | ||||||
Payments for repurchase option extension | $ 25 | $ 25 | ||||
Accretion expense | $ 283 | $ 284 | ||||
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 | |||||
Mar. 11, 2024 | Feb. 14, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 05, 2023 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding | 4,725,000 | 4,160,000 | 2,180,000 | ||||
Option granted | 1,020,000 | 2,080,000 | |||||
Compensation expense for stock option awards | $ 467 | $ 2,920 | |||||
Unrecognized compensation cost | $ 62 | ||||||
Unvested stock options | 760,000 | 1,227,500 | |||||
Unrecognized compensation cost period of recognition | 1 year 3 months 18 days | ||||||
Intrinsic value of options exercised | $ 202 | $ 24 | |||||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 0.35 | $ 1.29 | |||||
Rights offering authorized amount | $ 36,000 | $ 25,400 | |||||
Equity Incentive Plan 2022 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued | 1,270,000 | 250,000 | |||||
Maximum share based awards | 17,236,689 | ||||||
Term of stock option | 10 years | ||||||
10% Rolling Stock Option Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding | 3,455,000 | 3,910,000 | |||||
Percentage of Vesting On Rolling Stock | 10% | 10% | |||||
Option granted | 0 | ||||||
Term of stock option | 10 years | ||||||
Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Rights offering authorized amount | $ 35,800 | ||||||
Number of non-transferable subscription right issued | 1.4 | ||||||
Number of subscription right to purchase | 1 | ||||||
Subscription price | $ 0.12 | ||||||
Gross proceeds from rights offering | $ 35,800 | $ 35,800 |
SHAREHOLDERS' EQUITY - Fair val
SHAREHOLDERS' EQUITY - Fair value assumptions (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Risk-free interest rate | 1.54% | |
Expected volatility | 123% | |
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, 2023 | Dec. 31, 2022 | |
Number of Stock Options | ||
Outstanding, beginning of period | 4,160,000 | 2,180,000 |
Granted | 1,020,000 | 2,080,000 |
Exercised | (455,000) | (100,000) |
Outstanding, end of period | 4,725,000 | 4,160,000 |
Exercisable, end of period | 3,965,000 | 2,932,500 |
Non-vested, end of period | 760,000 | 1,227,500 |
Common shares issued on a net settlement basis | 455,000 | 49,062 |
Weighted Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ 1.26 | $ 1.18 |
Granted (in dollars per share) | 0.38 | 1.29 |
Exercised (in dollars per share) | 0.07 | 0.25 |
Outstanding, end of period (in dollars per share) | 1.18 | 1.26 |
Exercisable, end of period (in dollars per share) | 1.31 | 1.28 |
Non-vested, end of period (in dollars per share) | $ 0.49 | $ 1.20 |
SHAREHOLDERS' EQUITY - Intrinsi
SHAREHOLDERS' EQUITY - Intrinsic value and weighted average remaining life for stock (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
SHAREHOLDERS' EQUITY | |
Intrinsic Value of Stock options outstanding | $ 13 |
Intrinsic Value of Stock options exercisable | $ 13 |
Weighted Average Remaining life (Years) of Stock options outstanding | 7 years |
Weighted Average Remaining life (Years) of Stock options exercisable | 6 years 8 months 12 days |
Weighted Average Remaining life (Years) of Stock options non-vested | 8 years 10 months 24 days |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax asset liabilities (Details) $ in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Dec. 31, 2022 USD ($) |
Deferred tax assets: | |||
Capital loss carryforwards | $ 59 | ||
Mineral properties | $ 3,350 | $ 2,239 | |
Reclamation provision | 50 | 37 | |
Equipment | 103 | 104 | |
Share based compensation | 721 | 757 | |
Research and development | 109 | 212 | |
Deferred tax assets | 31,725 | 29,715 | |
Valuation allowance | (31,725) | (29,715) | |
Canada | |||
Deferred tax assets: | |||
Noncapital loss carryforwards | 2,725 | 2,685 | |
Capital loss carryforwards | 6 | 6 | |
Valuation allowance | (3,167) | (3,127) | |
US | |||
Deferred tax assets: | |||
Net operating loss carryforwards | 24,661 | 23,675 | |
Valuation allowance | $ (28,558) | $ (26,588) |
INCOME TAX - Valuation allowanc
INCOME TAX - Valuation allowance (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Valuation Allowance [Line Items] | ||
Total valuation allowance | $ 31,725 | $ 29,715 |
Canada | ||
Valuation Allowance [Line Items] | ||
Total valuation allowance | 3,167 | 3,127 |
United States | ||
Valuation Allowance [Line Items] | ||
Total valuation allowance | $ 28,558 | $ 26,588 |
INCOME TAX - Loss from continui
INCOME TAX - Loss from continuing operations before income tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAX | ||
Canada | $ (509) | $ (487) |
United States | (8,487) | (8,939) |
Net loss | $ (8,996) | $ (9,426) |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of expected income tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAX | ||
Net loss | $ (8,996) | $ (9,426) |
Statutory tax rate | 27% | 27% |
Tax expense at statutory rate | $ (2,429) | $ (2,545) |
State taxes | (287) | (277) |
Foreign rate differential | 496 | 477 |
Change in tax rates | 61 | 55 |
Stock-based compensation | 48 | 248 |
Nondeductible expenses | 13 | 17 |
Prior year true-up | 88 | (215) |
Change in valuation allowance | $ 2,010 | $ 2,240 |
INCOME TAX (Details)
INCOME TAX (Details) - 12 months ended Dec. 31, 2023 $ in Thousands, $ in Thousands | USD ($) | CAD ($) |
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance | $ 2,010 | |
Non capital loss carryforward | $ 13,625 | |
Capital loss carryforwards | $ 59 | |
U.S. federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 102,949 | |
U.S. state | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 87,485 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Oct. 25, 2021 USD ($) a | Oct. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 a | Dec. 31, 2023 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% | ||||||
Payments for repurchase option extension | $ 25 | $ 25 | ||||||
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 | Minimum | ||||||||
Commitments and Contingencies | ||||||||
Exercise price of repurchase option | 1,200 | |||||||
Amendment to Whitelaw Creek Asset Purchase Agreement | Maximum | ||||||||
Commitments and Contingencies | ||||||||
Exercise price of repurchase option | $ 1,850 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ in Thousands | 1 Months Ended | ||
Mar. 11, 2024 | Jan. 31, 2024 | Mar. 31, 2024 | |
Subsequent Event | |||
Gross proceeds from rights offering | $ 35,800 | $ 35,800 | |
Wyoming Energy Authority | |||
Subsequent Event | |||
Proceeds from grant | $ 2,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (8,996) | $ (9,426) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |