Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-34852 | |
Entity Registrant Name | Rare Element Resources Ltd | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | P.O. Box 271049 | |
Entity Address, City or Town | Littleton | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80127 | |
City Area Code | 720 | |
Local Phone Number | 278-2460 | |
Title of 12(b) Security | None | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 511,111,557 | |
Entity Central Index Key | 0001419806 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 38,133 | $ 3,633 |
Grant receivable (Note 5) | 2,000 | |
Prepaid expenses and other | 224 | 503 |
Total Current Assets | 41,614 | 9,750 |
Equipment, net | 28 | 29 |
Restricted cash | 188 | 186 |
Right of use asset (Note 6) | 255 | 179 |
Investment in land (Note 8) | 600 | 600 |
Total Assets | 42,685 | 10,744 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 409 | 291 |
Repurchase option (Note 8) | 1,610 | 1,539 |
Lease liability, current (Note 6) | 101 | 111 |
Total Current Liabilities | 2,120 | 1,941 |
Reclamation obligation | 182 | 182 |
Lease liability, long-term (Note 6) | 176 | 92 |
Other long-term liabilities | 92 | 92 |
Total Liabilities | 2,570 | 2,307 |
Commitments and Contingencies (Note 8) | ||
SHAREHOLDERS' EQUITY: | ||
Common shares, no par value - unlimited shares authorized; shares outstanding at March 31, 2024 and December 31, 2023 of 511,111,557 and 212,968,451, respectively | 172,223 | 136,937 |
Additional paid in capital | 29,158 | 29,140 |
Accumulated deficit | (161,266) | (157,640) |
Total Shareholders' Equity | 40,115 | 8,437 |
Total Liabilities and Shareholders' Equity | 42,685 | 10,744 |
Related Party | ||
CURRENT ASSETS | ||
Due from related party (Note 4) | 628 | 179 |
Prepaid to related party (Note 4) | $ 2,629 | $ 3,435 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common shares, par value | $ 0 | $ 0 |
Common shares, authorized | Unlimited | Unlimited |
Common shares, outstanding | 511,111,557 | 212,968,451 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Exploration and evaluation (See Note 4 for related party costs) | $ (2,903) | $ (1,510) |
Corporate administration | (699) | (742) |
Depreciation and amortization | (28) | (25) |
Total operating expenses | (3,630) | (2,277) |
Non-operating income (expense): | ||
Interest income | 81 | 122 |
Accretion expense | (71) | (71) |
Interest expense | (6) | (8) |
Gain on sale of equipment | 12 | |
Total non-operating income | 4 | 55 |
Net loss | $ (3,626) | $ (2,222) |
LOSS PER SHARE - BASIC (in dollars per share) | $ (0.01) | $ (0.01) |
LOSS PER SHARE - DILUTED (in dollars per share) | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC (in shares) | 320,021,542 | 256,821,149 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, DILUTED (in shares) | 320,021,542 | 256,821,149 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,626) | $ (2,222) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and accretion expense | 72 | 71 |
Right of use asset amortization | 26 | 25 |
Lease liability | (26) | (22) |
Stock-based compensation | 18 | 172 |
Other | 197 | |
Total adjustments to reconcile net loss to net cash used in operating activities | (3,339) | (1,976) |
Changes in working capital: | ||
Due from related party | (450) | 88 |
Grant receivable | 2,000 | |
Prepaid expenses and other | 885 | 242 |
Accounts payable and accrued liabilities | 120 | 103 |
Net cash used in operating activities | (784) | (1,543) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of equipment | 12 | |
Net cash provided by investing activities | 12 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Financing transaction, net (Note 7) | 35,286 | |
Net cash provided by financing activities | 35,286 | |
Net change in cash, cash equivalents and restricted cash | 34,502 | (1,531) |
Cash, cash equivalents and restricted cash- beginning of the period | 3,819 | 15,523 |
Cash, cash equivalents and restricted cash- end of the period | $ 38,321 | $ 13,992 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Reconciliation of amounts in the Balance Sheet to amounts in the Cash Flow Statement: | ||||
Cash and cash equivalents | $ 38,133 | $ 3,633 | $ 13,992 | |
Restricted cash, long-term | 188 | 186 | ||
Total of cash, cash equivalents and restricted cash - end of period | $ 38,321 | $ 3,819 | $ 13,992 | $ 15,523 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2022 | 212,515,951 | |||
Beginning balance at Dec. 31, 2022 | $ 136,906 | $ 28,673 | $ (148,644) | $ 16,935 |
Stock-based compensation | 172 | 172 | ||
Net loss | (2,222) | (2,222) | ||
Ending balance, shares at Mar. 31, 2023 | 212,515,951 | |||
Ending balance at Mar. 31, 2023 | $ 136,906 | 28,845 | (150,866) | 14,885 |
Beginning balance, shares at Dec. 31, 2023 | 212,968,451 | |||
Beginning balance at Dec. 31, 2023 | $ 136,937 | 29,140 | (157,640) | 8,437 |
2024 Rights Offering, shares | 298,106,831 | |||
2024 Rights Offering, amount | $ 35,286 | $ 35,286 | ||
Stock option exercises, shares | 36,275 | 50,000 | ||
Stock option exercises, amount | $ 0 | |||
Stock-based compensation | 18 | 18 | ||
Net loss | (3,626) | (3,626) | ||
Ending balance, shares at Mar. 31, 2024 | 511,111,557 | |||
Ending balance at Mar. 31, 2024 | $ 172,223 | $ 29,158 | $ (161,266) | $ 40,115 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
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 REEs, 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, the Company completed rights offerings in December 2021 (the “2021 Rights Offering”) and March 2024 (the “2024 Rights Offering,” and together with the 2021 Rights Offering, the “Rights Offerings”) for gross proceeds of approximately $25,400 and $35,800, respectively. The previously noted $21,900 financial award from the DoE was expected to fund approximately one During the three months ended March 31, 2024, the Company continued its work on the Demonstration Plant project. This work is planned to continue until the Demonstration Plant’s expected completion 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 each of these milestones were gating events for the DoE’s continued funding, as provided for in the 2021 award. With the completion of the second gating event, the Demonstration Plant’s construction is currently underway and is expected to be completed in mid-2024. Operations to process the sample materials and recover the NdPr and other REEs are expected to follow the completion of the Demonstration Plant’s construction for an additional approximately 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 March 31, 2024, the Company had cash and cash equivalents of $38,133 . During the three months ended March 31, 2024, we consumed cash of $2,784 in our operating activities ( $784 when netted against the $2,000 received from the WEA during the quarter), of which approximately $2,000 was advanced 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. |
BASIS OF ACCOUNTING AND PRESENT
BASIS OF ACCOUNTING AND PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
BASIS OF ACCOUNTING AND PRESENTATION | |
BASIS OF ACCOUNTING AND PRESENTATION | 2. BASIS OF ACCOUNTING AND PRESENTATION In accordance with U.S. GAAP for interim financial statements, these unaudited condensed consolidated financial statements do not include certain information and note disclosures that are normally included in annual financial statements prepared in conformity with U.S. GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements as of December 31, 2023, which were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal, recurring nature) necessary to present fairly in all material respects the Company’s financial position as of March 31, 2024, and the results of its operations and cash flows for the three months ended March 31, 2024 and 2023 in conformity with U.S. GAAP on a going concern basis. These interim results of operations for the three months ended March 31, 2024 may not be indicative of the results that will be realized for the full year ending December 31, 2024. Research & Development (“R&D”) Expenditures Materials, equipment, and facilities acquired or constructed for R&D activities associated with the Company’s Demonstration Plant project are expensed as incurred. These materials, equipment and facilities are not expected to have an alternative future use beyond the end of the current Demonstration Plant project. Restricted Cash The Company periodically maintains cash deposits that are held and earmarked for a specific purpose. At March 31, 2024, the Company had $188 in restricted cash for amounts held by a third party as security for a surety bond for our Demonstration Plant. Loss per Share The loss per share is computed using the weighted average number of shares outstanding during the period. In March 2024, the Company completed the 2024 Rights Offering (Note 7) whereby the Company offered existing shareholders the right to purchase additional common shares at $0.12 per share (the “Offer Price”). The Offer Price was significantly lower than the market trading price of the common shares at that time. The discounted Offer Price is considered a bonus element that is similar to a stock dividend. As a result, the earnings per share calculation is adjusted retroactively for the bonus element for all periods presented. For the three months ended March 31, 2024 and 2023, the Company’s basic earnings per share calculations have been adjusted to include the impact of the bonus element. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): ● Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. ● Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of March 31, 2024 and December 31, 2023 are presented in the following table: Fair value at March 31, 2024 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 8,118 $ 8,118 $ — $ — U.S. Treasury bills 29,736 29,736 — — Related party receivables 628 628 — — 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 — — 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 March 31, 2024 and December 31, 2023. |
RELATED PARTY
RELATED PARTY | 3 Months Ended |
Mar. 31, 2024 | |
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 party, 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 approximately $43,800 in allowable costs for the Demonstration Plant would be funded on a cost-share basis, 50% by the DoE and 50% by a non-federal entity. On November 30, 2021, the Company and General Atomics entered into a Cost Share Funding Assumption Agreement (the “Cost Share Agreement”) pursuant to which the Company agreed to assume and pay for certain costs incurred by, and on behalf of, General Atomics for the design, construction, and operation of the Demonstration Plant near the Bear Lodge REE Project in Upton, Wyoming. Pursuant to the terms of the Cost Share Agreement, the Company has made payments to General Atomics, as leader of the consortium, totaling $17,700 through March 31, 2024, 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 or amended by the parties. Either party may terminate the Cost Share Agreement immediately upon written notice to the other party if any of the following events occur: (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. On March 17, 2022, the Company executed a subcontract purchase order in the amount of $5,318 with General Atomics under which the Company agreed to provide certain services and materials to the Demonstration Plant project, including but not limited to providing the plant’s sample materials, engaging in site location leases and other logistics, providing operational support, and providing decommissioning, bonding and other Demonstration Plant support activities (“Subcontract Purchase Order”). The Subcontract Purchase Order, as subsequently amended for extensions of time and tasks, is currently under review for a change order that will address the operational budget period. In connection with the Subcontract Purchase Order, the Company submits monthly invoices to General Atomics for the subcontracted services performed, which are reimbursed by General Atomics with one half of the funds coming from funds advanced by the Company under the Cost Share Agreement and, up to the original Demonstration Plant budget, one-half of the funds from the DOE. The following table summarizes transactions under the Cost Share Agreement during the three months ended March 31, 2024: Balance of funds remaining on deposit with General Atomics as a prepaid expense at beginning of period $ 3,435 Funds transferred to General Atomics during the period 2,000 The Company's share of Demonstration Plant project costs incurred during the period (2,806) Balance of funds remaining on deposit with General Atomics as a prepaid expense at end of period $ 2,629 In April 2024, following the end of the Company’s first quarter ended March 31, 2024, the Company advanced an additional $4,000 to General Atomics under the Cost Share Agreement, raising its total contributions since project inception to $21,700 . The following table summarizes related party receivables due from General Atomics for reimbursable costs incurred by the Company under the Subcontract Purchase Order during the three months ended March 31, 2024: Balance of receivables due from General Atomics at beginning of period $ 179 Reimbursable costs incurred by the Company during the period 707 Reimbursements received from General Atomics during the period (258) Balance of receivables due from General Atomics at end of period $ 628 |
WYOMING ENERGY AUTHORITY GRANT
WYOMING ENERGY AUTHORITY GRANT | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024: Grant receivable due from the WEA at beginning of period $ 2,000 Grant amounts invoiced to the WEA during the period — Grant reimbursements received from the WEA during the period (2,000) Grant receivable due from the WEA at end of period $ — 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). |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
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. In 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, 2026, the end of the lease renewal period most closely following the completion of Demonstration Plant operations and decommissioning activities. If the completion of the Demonstration Plant operations extends past September 2026, the Company may seek to extend the lease term accordingly. Total future lease payments as of March 31, 2024 are as follows: 2024 $ 96 2025 128 2026 96 Total lease payments 320 Less interest (43) Present value of lease payments $ 277 For the three months ended March 31, 2024, $26 was included in operating cash flows for amounts paid for operating leases. As of March 31, 2024 the weighted average lease term for the Company’s one operating lease was 2.5 years (including expected renewal options) and the weighted average discount rate was estimated at 12%. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | 7. SHAREHOLDERS’ EQUITY Stock-based compensation As of March 31, 2024, the Company had 3,385,000 issued and outstanding stock options that were issued under the 10% Rolling Stock Option Plan, as amended and restated (the “2011 Plan”) and 1,270,000 issued and outstanding stock options 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. 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 business day prior to the grant date. The Company did not grant any stock options during the three months ended March 31, 2024. The significant assumptions used to estimate the fair value of the 1,020,000 stock options granted during the three months ended March 31, 2023 were as follows: Risk-free interest rate 1.54 % Expected volatility 123 % Expected dividend yield Nil Expected term in years 8 The following table summarizes our stock option activity for each of the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Weighted Weighted Average Average Number of Stock Exercise Number of Stock Exercise Options Price Options Price Outstanding, beginning of period 4,725,000 $ 1.18 4,160,000 $ 1.26 Granted — $ — 1,020,000 $ 0.38 Exercised (1) (50,000) $ 0.07 — $ — Cancelled/Expired (20,000) $ 0.07 — $ — Outstanding, end of period 4,655,000 $ 1.20 5,180,000 $ 1.08 Exercisable, end of period 4,446,667 $ 1.23 3,826,250 $ 1.31 Non-vested, end of period 208,333 $ 0.60 1,353,750 $ 0.44 The 50,000 options exercised during the three months ended March 31, 2024, resulted in the issuance of 36,275 common shares on a net settlement basis. The following table summarizes the intrinsic value and weighted average remaining life for stock options as of March 31, 2024: Weighted Average Remaining As of March 31, 2024: Intrinsic Value Life (Years) Stock options outstanding $ — 6.9 Stock options exercisable $ — 6.8 Stock options non-vested $ — 8.5 Stock-based compensation expense is included in corporate administration expenses within the Company’s interim condensed consolidated statements of operations. For the three months ended March 31, 2024 and 2023, the Company recognized compensation expense related to stock option awards of $18 and $172, respectively. As of March 31, 2024, there was approximately $45 of total unrecognized compensation cost related to the 208,333 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of approximately 1.2 years. 2024 Rights Offering On March 11, 2024, the Company completed the 2024 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. Terms of the 2024 Rights Offering included the issuance of one and four-tenth (or 1.4) subscription rights 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 that were unsubscribed for at the expiration of the 2024 Rights Offering, subject to availability and pro rata allocation of shares among persons exercising the oversubscription privilege. The 2024 Rights Offering, which generated $35,286 in net proceeds, resulted in the issuance of 298,106,831 common shares of the Company. The net proceeds from the 2024 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 8. 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 change from time to time 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 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 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS On April 4, 2024, David Roberts resigned as a director of the Company due to his retirement from Synchron and Craig Bartels was appointed to the Board of Directors of the Company to replace Mr. Roberts as a Synchron designee pursuant to the terms of the Investment Agreement, dated October 2, 2017, between Synchron and the Company. As announced in March 2024, the Company engaged Ken Mushinski as its President and Chief Executive Officer, and Director, as of May 1, 2024. |
BASIS OF ACCOUNTING AND PRESE_2
BASIS OF ACCOUNTING AND PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
BASIS OF ACCOUNTING AND PRESENTATION | |
Restricted Cash | Restricted Cash The Company periodically maintains cash deposits that are held and earmarked for a specific purpose. At March 31, 2024, the Company had $188 in restricted cash for amounts held by a third party as security for a surety bond for our Demonstration Plant. |
Loss per Share | Loss per Share The loss per share is computed using the weighted average number of shares outstanding during the period. In March 2024, the Company completed the 2024 Rights Offering (Note 7) whereby the Company offered existing shareholders the right to purchase additional common shares at $0.12 per share (the “Offer Price”). The Offer Price was significantly lower than the market trading price of the common shares at that time. The discounted Offer Price is considered a bonus element that is similar to a stock dividend. As a result, the earnings per share calculation is adjusted retroactively for the bonus element for all periods presented. For the three months ended March 31, 2024 and 2023, the Company’s basic earnings per share calculations have been adjusted to include the impact of the bonus element. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Schedule of fair value of financial assets and liabilities on a recurring basis | Fair value at March 31, 2024 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 8,118 $ 8,118 $ — $ — U.S. Treasury bills 29,736 29,736 — — Related party receivables 628 628 — — 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 — — |
RELATED PARTY (Tables)
RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY | |
Schedule of related party transactions | Balance of funds remaining on deposit with General Atomics as a prepaid expense at beginning of period $ 3,435 Funds transferred to General Atomics during the period 2,000 The Company's share of Demonstration Plant project costs incurred during the period (2,806) Balance of funds remaining on deposit with General Atomics as a prepaid expense at end of period $ 2,629 |
Schedule of related party receivables | Balance of receivables due from General Atomics at beginning of period $ 179 Reimbursable costs incurred by the Company during the period 707 Reimbursements received from General Atomics during the period (258) Balance of receivables due from General Atomics at end of period $ 628 |
WYOMING ENERGY AUTHORITY GRANT
WYOMING ENERGY AUTHORITY GRANT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
WYOMING ENERGY AUTHORITY GRANT | |
Schedule of grants transactions | Grant receivable due from the WEA at beginning of period $ 2,000 Grant amounts invoiced to the WEA during the period — Grant reimbursements received from the WEA during the period (2,000) Grant receivable due from the WEA at end of period $ — |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
LEASES | |
Schedule of total future minimum lease payments | 2024 $ 96 2025 128 2026 96 Total lease payments 320 Less interest (43) Present value of lease payments $ 277 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SHAREHOLDERS' EQUITY | |
Schedule of significant assumptions used to estimate fair value | Risk-free interest rate 1.54 % Expected volatility 123 % Expected dividend yield Nil Expected term in years 8 |
Schedule of stock option activity | Three Months Ended March 31, 2024 2023 Weighted Weighted Average Average Number of Stock Exercise Number of Stock Exercise Options Price Options Price Outstanding, beginning of period 4,725,000 $ 1.18 4,160,000 $ 1.26 Granted — $ — 1,020,000 $ 0.38 Exercised (1) (50,000) $ 0.07 — $ — Cancelled/Expired (20,000) $ 0.07 — $ — Outstanding, end of period 4,655,000 $ 1.20 5,180,000 $ 1.08 Exercisable, end of period 4,446,667 $ 1.23 3,826,250 $ 1.31 Non-vested, end of period 208,333 $ 0.60 1,353,750 $ 0.44 |
Schedule of intrinsic value and weighted average remaining life for stock options | Weighted Average Remaining As of March 31, 2024: Intrinsic Value Life (Years) Stock options outstanding $ — 6.9 Stock options exercisable $ — 6.8 Stock options non-vested $ — 8.5 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) $ in Thousands | 3 Months Ended | |||||
Mar. 11, 2024 USD ($) | Mar. 31, 2024 USD ($) item | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | 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 | 0.50% | 0.50% | ||||
Rights offering authorized amount | $ 35,800 | $ 25,400 | ||||
Grants Receivable | $ 4,400 | |||||
Amount of initial estimate for the Demonstration Plant | $ 43,800 | |||||
Gross proceeds from rights offering | $ 35,800 | |||||
Cash and cash equivalents | 38,133 | $ 13,992 | $ 3,633 | |||
Cash used in operating activities before grants | 2,784 | |||||
Cash used in operations | (784) | $ (1,543) | ||||
Payments for demonstration plant project costs | 2,000 | |||||
Wyoming Energy Authority | ||||||
Nature of Operations | ||||||
Grants Receivable | $ 4,400 | |||||
Grant reimbursements received from WEA during the quarter | $ 2,000 | |||||
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 |
BASIS OF ACCOUNTING AND PRESE_3
BASIS OF ACCOUNTING AND PRESENTATION (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2024 | Mar. 11, 2024 | Dec. 31, 2023 |
BASIS OF ACCOUNTING AND PRESENTATION | |||
Restricted cash | $ 188 | $ 186 | |
Offer price per share | $ 0.12 | $ 0.12 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Money market funds | ||
Assets | ||
Money market funds | $ 8,118 | $ 3,301 |
U.S. Treasury bills | ||
Assets | ||
Assets fair value | 29,736 | |
Grants and related party receivables | ||
Assets | ||
Assets fair value | 628 | 2,179 |
Level 1 | Money market funds | ||
Assets | ||
Money market funds | 8,118 | 3,301 |
Level 1 | U.S. Treasury bills | ||
Assets | ||
Assets fair value | 29,736 | |
Level 1 | Grants and related party receivables | ||
Assets | ||
Assets fair value | $ 628 | $ 2,179 |
RELATED PARTY (Details)
RELATED PARTY (Details) - USD ($) $ in Thousands | Oct. 01, 2021 | Mar. 31, 2024 | Mar. 17, 2022 |
Related Party | |||
Amount of potential DoE funding | $ 21,900 | ||
Percentage of total estimated cost for the project covered by DoE funding | 0.50% | 0.50% | |
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 | $ 17,700 | $ 5,318 |
RELATED PARTY - Schedule of tra
RELATED PARTY - Schedule of transactions - General Atomics (Details) - General Atomics - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 01, 2024 | Mar. 31, 2024 | Mar. 17, 2022 | |
Related Party | |||
Balance of funds remaining on deposit with General Atomics as a prepaid expense at beginning of period | $ 2,629 | $ 3,435 | |
Funds transferred to General Atomics during the period | 2,000 | ||
Company's share of Demonstration Plant project costs incurred during the period | (2,806) | ||
Balance of funds remaining on deposit with General Atomics as a prepaid expense at end of period | 2,629 | ||
Commitment amount | $ 17,700 | $ 5,318 | |
Subsequent Event | |||
Related Party | |||
Funds transferred to General Atomics during the period | 4,000 | ||
Commitment amount | $ 21,700 |
RELATED PARTY - Schedule of Rel
RELATED PARTY - Schedule of Related Party Receivables - General Atomics (Details) - General Atomics $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Related Party | |
Balance of receivables due from General Atomics at beginning of period | $ 179 |
Reimbursable costs incurred by the Company during the period | 707 |
Reimbursements received from General Atomics during the period | (258) |
Balance of receivables due from General Atomics at end of period | $ 628 |
WYOMING ENERGY AUTHORITY GRAN_2
WYOMING ENERGY AUTHORITY GRANT (Details) $ in Thousands | 1 Months Ended | ||
Jun. 30, 2023 USD ($) Milestone | Dec. 31, 2023 USD ($) | Oct. 01, 2021 USD ($) | |
Grant receivable, current | $ 2,000 | ||
Grants receivable | $ 4,400 | ||
Wyoming Energy Authority | |||
Grant receivable, current | 2,000 | ||
Grants receivable, noncurrent | 2,400 | ||
Grants receivable | $ 4,400 | ||
Wyoming Energy Authority | Funding Agreement | |||
Grants receivable | $ 4,400 | ||
Number of milestones during development process | Milestone | 2 | ||
Percentage of actual expenses | 10% | ||
Retainer amount | $ 440 |
WYOMING ENERGY AUTHORITY GRAN_3
WYOMING ENERGY AUTHORITY GRANT - Roll forward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Grant receivable due from WEA at beginning of year | $ 2,000 |
Wyoming Energy Authority | |
Grant receivable due from WEA at beginning of year | 2,000 |
Grant reimbursements received from WEA during the quarter | $ (2,000) |
LEASES - (Details)
LEASES - (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
LEASES | |
Option to extend | true |
Term of contract | 12 months |
Operating lease payments | $ 26 |
Weighted average lease term | 2 years 6 months |
Weighted average discount rate | 12% |
LEASES - Lease Payments (Detail
LEASES - Lease Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Lease payments | |
2024 | $ 96 |
2025 | 128 |
2026 | 96 |
Total lease payments | 320 |
Less interest | (43) |
Present value of lease payments | $ 277 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Mar. 11, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding | 4,655,000 | 5,180,000 | 4,725,000 | 4,160,000 | |||
Option granted | 0 | 1,020,000 | |||||
Compensation expense for stock option awards | $ 18 | $ 172 | |||||
Unrecognized compensation cost | $ 45 | ||||||
Unvested stock options | 208,333 | 1,353,750 | |||||
Unrecognized compensation cost period of recognition | 1 year 2 months 12 days | ||||||
Rights offering authorized amount | $ 35,800 | $ 25,400 | |||||
Net proceeds | $ 35,286 | $ 35,286 | |||||
Number of non-transferable subscription right issued | 1.4 | ||||||
Number of subscription right to purchase | 1 | ||||||
Subscription price | $ 0.12 | $ 0.12 | |||||
Common shares issued | 298,106,831 | ||||||
Grants receivable | $ 4,400 | ||||||
Gross proceeds from rights offering | $ 35,800 | ||||||
Equity Incentive Plan 2022 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued | 1,270,000 | ||||||
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 | 3,385,000 | ||||||
Percentage of Vesting On Rolling Stock | 10% | ||||||
Option granted | 0 | ||||||
Term of stock option | 10 years |
SHAREHOLDERS' EQUITY - Fair val
SHAREHOLDERS' EQUITY - Fair value assumptions (Details) | 3 Months Ended |
Mar. 31, 2023 | |
SHAREHOLDERS' EQUITY | |
Risk-free interest rate | 1.54% |
Expected volatility | 123% |
Expected dividend yield | 0% |
Expected term in years | 8 years |
SHAREHOLDERS' EQUITY - Stock op
SHAREHOLDERS' EQUITY - Stock option activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Number of Stock Options | ||
Outstanding, beginning of period | 4,725,000 | 4,160,000 |
Granted | 0 | 1,020,000 |
Exercised | (50,000) | |
Cancelled/Forfeited/Expired | (20,000) | |
Outstanding, end of period | 4,655,000 | 5,180,000 |
Exercisable, end of period | 4,446,667 | 3,826,250 |
Non-vested, end of period | 208,333 | 1,353,750 |
Common shares issued on a net settlement basis | 36,275 | |
Weighted Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ 1.18 | $ 1.26 |
Granted (in dollars per share) | 0 | 0.38 |
Exercised (in dollars per share) | 0.07 | |
Cancelled/Forfeited/Expired (in dollars per share) | 0.07 | |
Outstanding, end of period (in dollars per share) | 1.20 | 1.08 |
Exercisable, end of period (in dollars per share) | 1.23 | 1.31 |
Non-vested, end of period (in dollars per share) | $ 0.60 | $ 0.44 |
SHAREHOLDERS' EQUITY - Intrinsi
SHAREHOLDERS' EQUITY - Intrinsic value and weighted average remaining life for stock (Details) | 3 Months Ended |
Mar. 31, 2024 | |
SHAREHOLDERS' EQUITY | |
Weighted Average Remaining life (Years) of Stock options outstanding | 6 years 10 months 24 days |
Weighted Average Remaining life (Years) of Stock options exercisable | 6 years 9 months 18 days |
Weighted Average Remaining life (Years) of Stock options non-vested | 8 years 6 months |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 1 Months Ended | |||
Oct. 25, 2021 USD ($) a | Oct. 31, 2023 USD ($) | Mar. 31, 2024 | Oct. 01, 2021 | |
Commitments and Contingencies | ||||
Percentage of total estimated cost for the project covered by DoE funding | 0.50% | 0.50% | ||
Amendment to Whitelaw Creek Asset Purchase Agreement | ||||
Commitments and Contingencies | ||||
Area of non core property | a | 640 | |||
Repurchase of option extension term | 3 years | |||
Repurchase of option extension payment per annum | $ 25 | |||
Exercise price of repurchase option | 1,000 | |||
Payments for repurchase option extension | $ 25 | |||
Amendment to Whitelaw Creek Asset Purchase Agreement | 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 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (3,626) | $ (2,222) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 |