UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x |
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2015 | ||
OR | ||
o |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-34852
RARE ELEMENT RESOURCES LTD.
(Exact Name of Registrant as Specified in its Charter)
BRITISH COLUMBIA |
| N/A |
(State of other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
225 Union Blvd., Suite 250 |
|
|
Lakewood, Colorado |
| 80228 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(720) 278-2460
(Registrants Telephone Number, including Area Code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
o Yes x No
Number of issuers common shares outstanding as of August 6, 2015: 52,940,838
1
Page
PART I FINANCIAL INFORMATION
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCUSSION ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. MINE SAFETY DISCLOSURES
2
Reporting Currency, Financial and Other Information
All amounts in this report are expressed in thousands of United States (U.S.) dollars, unless otherwise indicated.
Financial information is presented in accordance with accounting principles generally accepted in the United States (U.S. GAAP).
References to Rare Element, the Company, we, our, and us mean Rare Element Resources Ltd., our predecessors and consolidated subsidiaries, or any one or more of them, as the context requires.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking information within the meaning of Canadian securities legislation and forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, forward-looking statements). Such forward-looking statements concern our development plans for the Bear Lodge Rare Earth Element Project (Bear Lodge REE Project or the Project), anticipated timing and outcome of metallurgical and process test work, plans to complete a demonstration scale pilot plant, completion of a feasibility study (FS), projected timing for Project commissioning, future expenditures to comply with environmental and other laws and regulations, the impact of changes in foreign currency exchange rates on our financial statements, the viability and cost of proposed technology, and future capital and financing needs and our ability to meet these needs. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and the reasonable assumptions of management.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as expects anticipates, plans, estimates or intends (including negative or grammatical variations thereof), or stating that certain actions, events or results may, could, would, might or will be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from our expectations and include, among others, the factors referenced in the Risk Factors section of our Annual Report on Form 10-K for the period ended December 31, 2014, including, without limitation, risks associated with:
·
our history of losses and need for additional financing;
·
our lack of production from our mineral properties, including the Bear Lodge REE Project;
·
numerous uncertainties that could affect the profitability or feasibility of the Bear Lodge REE Project;
·
the potential outcome of the planned FS that may indicate Bear Lodge REE Project economics are less favorable than is expected;
·
the exploration, development and operation of our Bear Lodge REE Project;
·
increased costs affecting the Bear Lodge REE Project and our financial condition;
·
volatile rare earth markets, including fluctuations in demand for, and prices of, rare earth products;
·
the establishment of adequate distribution channels to place our entire future product suite;
·
competition in the mining and rare earths industries, including an increase in global supplies or predatory pricing and dumping by our competitors;
·
technological advancements and the establishment of substitutes for rare earth products;
·
the specific product(s) from the Bear Lodge REE Project possibly having a limited number of customers, which could limit our bargaining power, product pricing, and profitability;
·
our proprietary, patent-pending, processing technology that could encounter unforeseen problems, unexpected costs or both in scaling up to commercial application;
·
mineral reserve and mineral resource estimation;
·
the permitting, licensing and regulatory approval processes for our planned operations;
·
continued compliance with current environmental regulations and the possibility of new legislation, environmental regulations or permit requirements adverse to the mining industry, including measures regarding the mining industry and climate change;
·
our dependence on and the potential difficulty of attracting and retaining key personnel and qualified management;
·
a shortage of equipment and supplies;
·
mining, chemical processing and resource exploration and development being potentially hazardous activities;
3
·
operating in the resource industry, which can be highly speculative and subject to forces including market forces outside of our control;
·
title to our properties or mining claims;
·
insurance for our operations that could become unavailable, unaffordable or commercially unreasonable or exclude from coverage certain exposures of our business;
·
increased competition affecting our ability to raise capital or acquire additional properties;
·
negative impacts to our business or operations from market factors;
·
our land reclamation and remediation requirements;
·
information technology system disruptions, damage or failures;
·
effects of proposed legislation on the mining industry and our business;
·
foreign currency fluctuations;
·
our executive officers, directors and consultants being engaged in other businesses;
·
costs associated with any unforeseen litigation;
·
enforcement of civil liabilities in the United States and elsewhere;
·
our common shares continuing not to pay cash dividends;
·
our securities, including in relation to both company performance and general security market conditions;
·
the requirements of the NYSE MKT for continued listing and the penny stock rules;
·
tax consequences to U.S. shareholders related to our potential status as a passive foreign investment company; and
·
other factors, many of which are beyond our control.
This list is not exhaustive of the factors that may affect our forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary, possibly materially, from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, we disclaim any obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all of the forward-looking statements contained in this Quarterly Report on Form 10-Q by the foregoing cautionary statements. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the SEC), particularly our Annual Report on Form 10-K. The reports and documents filed by us with the SEC are available at www.sec.gov.
4
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RARE ELEMENT RESOURCES LTD. | ||||
|
| June 30, 2015 |
| December 31, 2014 |
|
| (unaudited) |
| (audited) |
ASSETS: |
|
|
|
|
CURRENT ASSETS |
|
|
|
|
Cash and cash equivalents |
| $ 8,396 |
| $ 10,139 |
Interest receivable |
| 23 |
| 6 |
Accounts receivable |
| 16 |
| 21 |
Prepaid expenses |
| 146 |
| 315 |
Total Current Assets |
| 8,581 |
| 10,481 |
|
|
|
|
|
Equipment, net |
| 269 |
| 344 |
Land |
| 980 |
| 980 |
Mineral properties |
| 27 |
| 27 |
Total Assets |
| $ 9,857 |
| $ 11,832 |
|
|
|
|
|
LIABILITIES: |
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
Accounts payable and accrued liabilities |
| $ 498 |
| $ 1,098 |
Asset retirement obligation, current portion |
| 164 |
| 164 |
Total Current Liabilities |
| 662 |
| 1,262 |
|
|
|
|
|
Asset retirement obligation, non-current portion |
| 202 |
| 202 |
Total Liabilities |
| 864 |
| 1,464 |
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY: |
|
|
|
|
Common shares, no par value - unlimited shares authorized; shares outstanding June 30, 2015 - 52,940,838, December 31, 2014 - 47,707,216 |
| 103,638 |
| 100,652 |
Additional paid in capital |
| 23,397 |
| 23,186 |
Accumulated deficit |
| (118,042) |
| (113,470) |
Total Shareholders' Equity |
| 8,993 |
| 10,368 |
|
|
|
|
|
Total Liabilities and Shareholders' Equity |
| $ 9,857 |
| $ 11,832 |
See accompanying notes to consolidated interim financial statements
5
RARE ELEMENT RESOURCES LTD. CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in thousands of U.S. dollars, except share and per share amounts) | ||||||||||
|
|
| Three months ended June 30, |
| Six months ended June 30, | |||||
|
|
| 2015 |
| 2014 |
| 2015 |
| 2014 | |
|
|
|
|
|
|
|
|
|
| |
Operating income/(expenses): |
|
|
|
|
|
|
|
|
| |
Exploration and evaluation |
|
| $ (1,199) |
| $ (2,038) |
| $ (2,317) |
| $ (4,859) | |
Corporate administration |
|
| (919) |
| (1,199) |
| (1,929) |
| (2,547) | |
Depreciation |
|
| (30) |
| (51) |
| (75) |
| (103) | |
Total operating expenses |
|
| (2,148) |
| (3,288) |
| (4,321) |
| (7,509) | |
|
|
|
|
|
|
|
|
|
| |
Non-operating income/(expenses): |
|
|
|
|
|
|
|
|
| |
Interest income |
|
| 9 |
| 22 |
| 18 |
| 51 | |
Gain/(loss) on currency translation |
|
| 42 |
| 197 |
| (269) |
| (149) | |
Gain on derivatives |
|
| - |
| 9 |
| - |
| 116 | |
Total non-operating income/(expenses) |
|
| 51 |
| 228 |
| (251) |
| 18 | |
|
|
|
|
|
|
|
|
|
| |
Net loss |
|
| $ (2,097) |
| $ (3,060) |
| $ (4,572) |
| $ (7,491) | |
|
|
|
|
|
|
|
|
|
| |
Other comprehensive income/(loss) |
|
|
|
|
|
|
|
|
| |
Realized loss on available-for-sale securities |
|
| $ - |
| $ - |
| $ - |
| $ - | |
Unrealized gain/(loss) on available-for-sale securities |
|
| - |
| - |
| - |
| - | |
Total other comprehensive income/(loss) |
|
| - |
| - |
| - |
| - | |
|
|
|
|
|
|
|
|
|
| |
COMPREHENSIVE LOSS |
|
| $ (2,097) |
| $ (3,060) |
| $ (4,572) |
| $ (7,491) | |
|
|
|
|
|
|
|
|
|
| |
LOSS PER SHARE - BASIC AND DILUTED |
|
| $ (0.04) |
| $ (0.06) |
| $ (0.09) |
| $ (0.16) | |
|
|
|
|
|
|
|
|
|
| |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
|
| 51,272,134 |
| 47,707,216 |
| 49,499,523 |
| 47,705,891 |
See accompanying notes to consolidated interim financial statements
6
RARE ELEMENT RESOURCES LTD. | |||||
|
| For the six months ended June 30, | |||
|
| 2015 |
| 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
| |
Net loss for the period |
| $ (4,572) |
| $ (7,491) | |
Adjustments to reconcile net loss for the period to net cash and cash equivalents used in operating activities: |
|
|
|
| |
Depreciation |
| 75 |
| 103 | |
Asset retirement obligation |
| - |
| 17 | |
Realized gain on derivatives |
| - |
| (14) | |
Unrealized gain on derivatives |
| - |
| (103) | |
Stock-based compensation |
| 121 |
| 318 | |
|
| (4,376) |
| (7,170) | |
Changes in working capital: |
|
|
|
| |
Accounts receivable |
| 5 |
| 2 | |
Interest receivable |
| (17) |
| 4 | |
Prepaid expenses |
| 169 |
| 116 | |
Accounts payable and accrued liabilities |
| (600) |
| (703) | |
Net cash and cash equivalents used in operating activities |
| (4,819) |
| (7,751) | |
|
|
|
|
| |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
| |
Purchases of equipment |
| (2) |
| (33) | |
Proceeds from sale of equipment |
| 2 |
| - | |
Net cash and cash equivalents used in investing activities |
| - |
| (33) | |
|
|
|
|
| |
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
| |
Cash received for common shares, net of share issuance costs |
| 3,076 |
| (42) | |
Net cash and cash equivalents provided by (used in) financing activities |
| 3,076 |
| (42) | |
|
|
|
|
| |
Decrease in cash and cash equivalents |
| (1,743) |
| (7,826) | |
Cash and cash equivalents - beginning of the period |
| 10,139 |
| 23,902 | |
Cash and cash equivalents - end of the period |
| $ 8,396 |
| $ 16,076 | |
|
|
|
|
|
See accompanying notes to consolidated interim financial statements
7
Rare Element Resources LTD.
Notes to Financial Statements
June 30, 2015
1.
NATURE OF OPERATIONS
Rare Element Resources Ltd. (collectively, we, Rare Element or the Company) was incorporated under the laws of the Province of British Columbia, Canada, on June 3, 1999.
We are focused on advancing the Bear Lodge Rare Earth Element (REE) Project located near the town of Sundance in northeast Wyoming. The Bear Lodge REE Project consists of several large, disseminated REE deposits and a proposed hydrometallurgical plant to be located near Upton, Wyoming. The Bear Lodge REE Project is one of the highest grade REE deposits identified in North America and one of the highest grade europium deposits in the world. In addition, the Bear Lodge REE Project has a favorable distribution of the remaining critical rare earth elements (CREEs), which the Company defines as neodymium, praseodymium, dysprosium, europium, terbium and yttrium. At present, we are undertaking process confirmation, elemental separation test work, and technical studies while working toward obtaining the necessary permits and licenses to enable us to develop the Bear Lodge REE Project. Based on review of current permitting timetables and other factors, the Company anticipates receiving its permits in the second half of 2016. The Company is working in parallel (with permitting activities) to advance engineering in preparation for the feasibility study, to gain strategic partners and off-take customers, to design and engineer a larger-scale demonstration plant and to scale up its RE separation test work in pilot plant testing. Subject to the (i) availability of adequate capital, (ii) a positive FS, (iii) securing off-take customers, (iv) obtaining necessary permits, (v) board approval, and (vi) other factors, the Company will be able to begin construction activities on the Project.
Our continuing operations and the recoverability of the carrying values of our mineral property interests are dependent upon the development, mining and processing of economic mineral reserves at the Bear Lodge REE Project, our ability to obtain the necessary permits and licenses to mine and process these mineral reserves, and on the future profitable production of these mineral reserves. In addition, development and start-up of the Bear Lodge REE Project are dependent upon our ability to obtain the necessary financing to construct and complete the Bear Lodge REE Project. Although we have been successful in raising capital in the past, there can be no assurance that we will be able to do so in the future.
2.
BASIS OF PRESENTATION
In accordance with U.S. GAAP for interim financial statements, these 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 consolidated financial statements should be read in conjunction with our audited consolidated financial statements as of December 31, 2014, which were included in our Annual Report on Form 10-K for the period ended December 31, 2014. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which are of a normal, recurring nature) necessary to present fairly in all material respects our financial position as of June 30, 2015, and the results of our operations and cash flows for the six months ended June 30, 2015 and 2014 in conformity with U.S. GAAP. Interim results of operations for the six months ended June 30, 2015 may not be indicative of results that will be realized for the full year ending December 31, 2015.
Recent Accounting Pronouncements
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact that adoption of ASU 2014-15 will have on our financial statements and related disclosures.
In June 2014, the FASB issued ASU No. 2014-10, which amended Accounting Standards Codification (ASC) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest entities guidance in ASC Topic 810, Consolidation. The amendment removes the definition of a development stage entity from the ASC, thereby removing
8
Rare Element Resources LTD.
Notes to Financial Statements
June 30, 2015
the financial reporting distinction between development stage entities and other entities under U.S. GAAP. Consequently, the amendment eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose the first year in which the entity is no longer a development stage entity. This amendment is effective for fiscal years beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entitys financial statements have not yet been issued. The Company made the election to early adopt this amendment effective December 31, 2014 and, as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915. The early adoption was made to reduce data maintenance by removing all incremental financial reporting requirements for the Company. The adoption of this amendment alters the disclosure requirements of the Company, but it does not have any impact on the Companys financial position or results of operations for the current or any prior reporting period.
3.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Our financial instruments can consist of cash and cash equivalents, marketable securities, accounts receivable, restricted cash, accounts payable and accrued liabilities. Included, at times, within cash and cash equivalents is an enhanced yield deposit account that contains an embedded derivative in the form of a foreign currency option. As of June 30, 2015, the Company had no such deposits. 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 by other means.
·
Level 3 Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable.
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Periodically throughout the year, the Company has maintained balances in various U.S. operating accounts in excess of U.S. federally insured limits.
The following table presents information about financial instruments recognized at fair value on a recurring basis as of June 30, 2015 and December 31, 2014, and indicates the fair value hierarchy:
9
Rare Element Resources LTD.
Notes to Financial Statements
June 30, 2015
4.
EQUIPMENT
| June 30, 2015 |
| December 31, 2014 | ||||
| Cost | Accumulated Depreciation | Net Book Value |
| Cost | Accumulated Depreciation | Net Book Value |
Computer equipment | $ 186 | $ 174 | $ 12 |
| $ 189 | $ 168 | $ 21 |
Furniture | 106 | 68 | 38 |
| 111 | 64 | 47 |
Geological equipment | 488 | 356 | 132 |
| 488 | 319 | 169 |
Vehicles | 221 | 134 | 87 |
| 221 | 114 | 107 |
| $ 1,001 | $ 732 | $ 269 |
| $ 1,009 | $ 665 | $ 344 |
5.
SHAREHOLDERS EQUITY
Common Shares
On April 29, 2015, the Company closed its $3,400 offering of common shares and warrants in a registered direct offering in the United States resulting in net proceeds of $3,076 after expenses. The Company sold an aggregate of 5,230,770 common shares and 2,615,385 warrants at a price of $0.65 per unit.
Warrants
Each outstanding warrant is exercisable for one of the Companys common shares and was issued to investors in connection with registered direct offerings of the Company that closed on September 27, 2013 and April 29, 2015. In addition, the Company issued warrants to a placement agent in connection with each offering, under the same terms as those issued to investors. The exercise price and exercise period are outlined below:
Financing | Investor Warrants | Placement Agent Warrants | Total Warrants | Exercise Price | Expiration Date |
September 27, 2013 offering | 1,338,688 | 133,869 | 1,472,557 | $4.15 | 9/27/16 |
April 29, 2015 offering | 2,615,385 | 261,539 | 2,876,924 | $0.85 | 4/29/18 |
Total Warrants Outstanding as of June 30, 2015 |
|
| 4,349,481 |
|
|
The value of the warrants issued to the placement agent (non-employee) for its services in connection with the April 29, 2015 offering was offset against the proceeds of the financing. The Company used a Black-Scholes model with inputs including a market price of the Companys stock of $0.72, an exercise price of $0.85, a 3.0-year term, volatility of 81.0%, a risk-free rate of 0.91% and no assumed dividends. The value of the warrants issued to the placement agent for its services in connection with the April 29, 2015 offering was estimated at $91.
10
Rare Element Resources LTD.
Notes to Financial Statements
June 30, 2015
6.
ADDITIONAL PAID-IN CAPITAL
Stock-based compensation
We have options outstanding and exercisable that were issued under two plans, the Fixed Stock Option Plan (FSOP) and the 10% Rolling Stock Option Plan (RSOP).
The FSOP was originally approved by shareholders on December 11, 2002, and subsequently approved by shareholders on December 7, 2009 following certain amendments to the FSOP. The FSOP expired upon the adoption of the RSOP that was approved by shareholders on December 2, 2011, and as such, we may no longer grant options under the FSOP. However, the terms of the FSOP continue to govern all prior awards granted under such plan until such awards have been cancelled, forfeited or exercised in accordance with the terms thereof. As of June 30, 2015, we had 1,290,000 options outstanding under our FSOP, as amended, and 3,298,900 options outstanding under our RSOP.
The fair value of each employee stock option award is estimated at the grant date using a Black-Scholes option pricing model and the price of our common shares on the date of grant. The significant assumptions used to estimate the fair value of stock options awarded during the six-months ended June 30, 2015 and 2014, using a Black-Scholes model are as follows:
| June 30, | ||
| 2015 |
| 2014 |
Risk-free interest rate | 1.0% - 1.1% |
| 0.93% - 0.99% |
Expected volatility | 73.4% - 79.7% |
| 74.7% - 79.1% |
Expected dividend yield | Nil |
| Nil |
Expected term in years | 3.4 |
| 3.25 3.28 |
Estimated forfeiture rate | 3.4% - 3.6% |
| 3.7% |
The compensation expense recognized in our consolidated financial statements for the three and six months ended June 30, 2015 for stock option awards was $48 and $121, respectively, and $130 and $318 for the same periods in 2014. As of June 30, 2015, there was $199 of total unrecognized compensation cost related to 995,200 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 0.86 years.
The following table summarizes our stock option activity for each of the six-month periods ended June 30, 2015 and 2014:
11
Rare Element Resources LTD.
Notes to Financial Statements
June 30, 2015
7.
COMMITMENTS AND CONTINGENCIES
Our commitments and contingencies include the following items:
Potential environmental contingency
Our mining and exploration 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 becoming more restrictive over time. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. We have made, and expect 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.
12
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following managements discussion and analysis of the consolidated financial results and condition of Rare Element Resources Ltd. (collectively, we, us, our, Rare Element or the Company) for the three-month and six-month periods ended June 30, 2015, has been prepared based on information available to us as of August 6, 2015. This discussion should be read in conjunction with the unaudited Consolidated Financial Statements and notes thereto included herewith and the audited Consolidated Financial Statements of Rare Element for the period ended December 31, 2014, and the related notes thereto filed with our Annual Report on Form 10-K, which have been prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See Cautionary Note Regarding Forward-Looking Statements.
All currency amounts are expressed in thousands of U.S. dollars, unless otherwise noted.
Introduction
We are focused on advancing the Bear Lodge REE Project in Wyoming. We completed a pre-feasibility study (PFS) on our Bear Lodge REE Project in 2014 and continue to advance the permitting process and plans to develop the Project.
Outlook
We have sufficient cash on hand to diligently execute our development plans through 2015 as well as the ability to defer certain activities and reduce our rate of expenditures, if market or other conditions dictate. Major planned activities through 2015 include:
·
Continue to support the United States Forest Services efforts to prepare an Environmental Impact Statement (EIS) on the Project in accordance with the National Environmental Policy Act. The draft EIS is currently anticipated in the second half of 2015. The final EIS and draft record of decision (ROD) are expected in the second quarter of 2016, with the final ROD anticipated in the second half of 2016;
·
Confirm positive results of bench-scale, elemental separation test programs in larger-scale pilot plant testing directed at creating advanced purification of individual rare earth elements into products that meet end-users specific needs and maximize value to the Company;
·
Support activities related to the applications for the mine permit with the Wyoming Department of Environmental Quality, the license to possess source material with the U.S. Nuclear Regulatory Commission, and other federal and State permits;
·
Initiate certain engineering studies, including geotechnical confirmation and condemnation drilling within the proposed Physical Upgrade (PUG) plant site, to support the next phase of engineering for the FS;
·
Continue to cultivate relationships with potential off-take partners, including supplying separated product samples and providing Project progress updates; and
·
Exercise responsible cash management, while seeking additional funding to finance construction of a planned larger-scale demonstration plant and ensure timely progress toward Project construction.
Certain planned activities and potential strategic initiatives that could commence in 2015, but are subject to additional financing and other factors, include:
·
Design, construct and operate the planned larger-scale demonstration plant; and
·
Initiate engineering studies, including rheology studies, final geotechnical confirmation of waste rock and tailings characteristics, to support the next phase of engineering for the FS.
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Results of Operations
Summary
Our consolidated net loss for the three-month period ended June 30, 2015 was $2,097, or $0.04 per share, compared with our consolidated net loss of $3,060, or $0.06 per share, for the same period in 2014. Our consolidated net loss for the six-month period ended June 30, 2015 was $4,572, or $0.09 per share, compared with our consolidated net loss of $7,491, or $0.16 per share, for the same period in 2014.
For the three-month period ended June 30, 2015, the decrease in consolidated net loss of $963 from the respective prior period was primarily the result of a decrease in exploration and evaluation expenses of $839 and a decrease in corporate administration expenses of $280. These decreases were offset by an unfavorable variance in currency translation of $155.
For the six-month period ended June 30, 2015, the decrease in consolidated net loss of $2,919 from the respective prior period was primarily the result of a decrease in exploration and evaluation expenses of $2,542 and corporate administration expenses of $618. These decreases were offset by unfavorable variances in currency translation and unrealized gains on derivatives of $120 and $116, respectively.
Exploration and evaluation
Exploration and evaluation costs were $1,199 for the three-month period ended June 30, 2015, compared with $2,038 for the same period in 2014. The decrease of $839 from the prior period was mostly the result of decreased activities on the Bear Lodge REE Project, specifically work related to the PFS, pilot plant metallurgical work, exploration, and site administration, accounting for reductions of $285, $275, $162 and $250, respectively, partially offset by increased permitting activities accounting for $137 as the Company shifted its focus to ongoing permitting and separation studies.
Exploration and evaluation costs were $2,317 for the six-month period ended June 30, 2015, compared with $4,859 for the same period in 2014. The decrease of $2,542 from the prior period was mostly the result of decreased activities on the Bear Lodge REE Project, specifically work related to the pre-feasibility study, pilot plant metallurgical work, exploration and site administration, accounting for reductions of $673, $1,320, $210 and $362, respectively, as the Company shifted its focus to ongoing permitting and separation studies.
Corporate administration
Corporate administration costs decreased to $919 for the three-month period ended June 30, 2015, compared with $1,199 for the same period in 2014. The decrease of $280 from the prior period was due to the Companys cost containment efforts as well as a decrease in stock-based compensation expense. The decrease in stock-based compensation expense of $82 was primarily the result of historically declining stock prices, which determine the strike price of the grant and are a significant driver of the expense to be incurred (as measured on the grant date).
Corporate administration costs decreased to $1,929 for the six-month period ended June 30, 2015, compared with $2,547 for the same period in 2014. The decrease of $618 from the prior period was due to the Companys cost containment efforts as well as a decrease in stock-based compensation expense. The decrease in stock-based compensation expense of $197 was primarily the result of historically declining stock prices, which determine the strike price of the grant and are a significant driver of the expense to be incurred (as measured on the grant date).
Non-operating income and expenses
Gain/(loss) on currency translation
We report our financial statements in U.S. dollars. Therefore, any foreign currencies owned at the end of the period are converted to U.S. dollars at the current exchange rate. We hold Canadian dollars in Canadian and U.S. banks as a result of past financings that were denominated in Canadian dollars. While the majority of our expenses are in U.S. dollars, a significant amount of our metallurgical test work incurs costs in Canadian dollars, and we continue to hold Canadian dollars due to higher investment returns and ongoing Canadian expenses. A strengthening Canadian dollar will result in gains and a weakening Canadian dollar will result in losses, as long as we continue to hold Canadian dollars.
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The gain on currency translation was $42 for the three-month period ended June 30, 2015, compared with a gain of $197 for the same period in 2014. The Canadian dollar strengthened by 2.3% and 3.7% against the U.S. dollar over the three-month periods ended June 30, 2015 and 2014, respectively. The average Canadian cash and cash equivalent balances during the three-month periods ended June 30, 2015 and 2014 were CAD $4.2 million and CAD $7.0 million, respectively.
The loss on currency translation was $269 for the six-month period ended June 30, 2015, compared with a loss of $149 for the same period in 2014. The Canadian dollar weakened by 5.9% against the U.S. dollar over the six-month period ended June 30, 2015. For the comparable period in 2014, the Canadian dollar was relatively flat (strengthened by 0.2%) against the U.S. dollar based on spot prices as of December 31, 2013 and June 30, 2014. However, the month of January 2014 saw a 4.3% weakening, when the Companys Canadian dollar balances were the highest, resulting in translation losses that were not fully recovered as Canadian dollar balances declined while the Canadian dollar strengthened against the U.S. dollar in the remaining five-month period. The average Canadian cash and cash equivalent balances during the six-month periods ended June 30, 2015 and 2014 were CAD $4.3 million and CAD $7.4 million, respectively.
Financial Position, Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $4,819 for the six-month period ended June 30, 2015, compared with $7,751 for the same period in 2014. The decrease of $2,932 in cash used is mostly the result of (a) decreased exploration and evaluation activity, accounting for a decreased use of approximately $2,550, (b) the Companys continual focus on cost containment within corporate administration expenses, accounting for a decreased use of approximately $421, (c) timing in vendor payments affecting accounts payable accounting for a decreased use of approximately $100, and (d) foreign currency fluctuations on our bank accounts held in Canadian dollars, which accounted for a negative variance of $120.
Financing Activities
Net cash provided by financing activities was $3,076 for the six-month period ended June 30, 2015, compared with net cash used of $42 in the same period during 2014. The cash received in 2015 was the result of the Companys April 29, 2015 registered direct offering. The cash payment in the 2014 period was the result of a cashless stock option exercise where the Company was required to withhold and remit associated taxes on behalf of the exercising participant, a Canadian resident. The participant was issued the remaining net shares upon consideration of the necessary exercise and tax amounts withheld.
Liquidity and Capital Resources
At June 30, 2015, our total current assets were $8,581, compared with $10,481 as of December 31, 2014, which is a decrease of $1,900. The decrease in total current assets is primarily due to a decrease in the combination of cash and cash equivalents of $1,743. A decrease in prepaid assets accounted for an additional $169.
Our working capital as at June 30, 2015 was $7,919, compared with $9,219 at December 31, 2014.
Our plans for 2015 are to continue moving forward with the EIS and permitting processes, and evaluating the feasibility of incorporating downstream separation of rare earths into our Project, while limiting expenditures in other areas. Additional financing in the near term is necessary to continue the pace of project spending for further permitting, evaluation and development to be in a position to begin construction of the Bear Lodge Project upon the completion of these activities.
As of August 6, 2015, we have effective shelf registration statements in the U.S. and Canada, with remaining capacities of $30.0 million in the U.S. and CDN$50.0 million in Canada; however, our ability to access our shelf capacity in the U.S. may be substantially limited by applicable shelf eligibility rules.
We expect that we will require between $5 million and $10 million of additional funding over the next two years to fully support the EIS and permitting processes, advanced metallurgical and elemental separation test work, conduct engineering to inform the FS, and other corporate expenses. Should sufficient financing become available from strategic partners or other sources and subject to a positive FS and Board approval, we could quickly advance the Project to the construction phase. The actual amount of the funding required prior to receiving all of the necessary operating approvals will depend on the timing of such approvals as well as the level of expenditures as approved by the Companys board of directors. There is no assurance that such financing will be available, or available on terms acceptable to the Company.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Contractual Obligations
There were no material changes to the contractual obligations disclosed in Item 7 of Part II in our Form 10-K for the period ended December 31, 2014.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk. Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Our market risk is comprised of three types of risk: interest rate risk, foreign currency exchange rate risk and other price risk.
Interest rate risk. Our cash and cash equivalents consist of cash held in bank accounts and, at times, guaranteed investment certificates that earn interest at variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates did not have a significant impact on estimated fair values as of June 30, 2015. Future cash flows from interest income on cash and cash equivalents will be affected by interest rate fluctuations. We manage interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity.
Foreign currency exchange rate risk. We are exposed to foreign currency exchange rate risk as certain monetary financial instruments are denominated in Canadian dollars. We have not entered into any foreign currency contracts to mitigate this risk. We attempt to mitigate this risk by holding six to 12 months of U.S.-based spending in U.S. dollars as a natural hedge against currency fluctuations. At June 30, 2015, a 1% increase/decrease in the Canadian dollar to U.S. dollar exchange rate would have decreased/increased our consolidated net loss by $33.
Other price risk. Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or foreign currency exchange rate risk.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of, and with the participation of, our management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and (ii) information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls
There has been no change in our internal control over financial reporting during the quarter ended June 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any material pending or threatened litigation or of any proceedings known to be contemplated by governmental authorities that are, or would be, likely to have a material adverse effect upon us or our operations, taken as a whole.
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ITEM 1A. RISK FACTORS
The risk factor outlined below should be considered along with the risk factors disclosed in Item 1A of Part I in our Annual Report on Form 10-K for the period ended December 31, 2014.
Market factors outside of the Companys control could have significant adverse impacts on our business, operations and/or prospects.
Operating in the volatile and cyclical natural resource industry subjects the Company to numerous market factors outside of our control that could have significant and sometimes adverse impacts on our business. Such factors could include significant price declines for key rare earth materials, inflationary impacts on capital and operating costs, poor financial and operating performance of other companies in the same industry sector, environmental incidents from resource projects, major technological advances that reduce demand for key rare earth products, unforeseen regulation or geopolitical factors that broadly impact the industry, etc. To the extent that such factors affect attitudes toward investments in the natural resource sector generally or the rare earths industry specifically, they could affect our ability to raise the additional capital needed to continue to advance our project and business plan.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
We consider health, safety and environmental stewardship to be a core value for Rare Element.
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (the Mine Act). During the period ended June 30, 2015, the Bear Lodge REE Project was not yet in production and as such, was not subject to regulation by MSHA under the Mine Act.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibit Number | Description of Exhibits |
10.1 | |
31.1 | |
31.2 | |
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RARE ELEMENT RESOURCES LTD. | |
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| By: | /s/ Randall J. Scott |
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| Randall J. Scott |
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| President, Chief Executive Officer and Director |
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| (Principal Executive Officer ) |
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| Date: | August 6, 2015 |
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| By: | /s/ Paul H. Zink |
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| Paul H. Zink |
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| Senior Vice President and Chief Financial Officer |
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| (Principal Financial Officer |
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| and Principal Accounting Officer) |
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| Date: | August 6, 2015 |
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Rare Element Resources Inc.
Exhibit 10.1
Professional Services Agreement
This Professional Services Agreement dated this 15th day of May 2015, and made effective as of June 1, 2015, is by and between Rare Element Resources Inc. a Wyoming corporation ("RER" or Company), and Kelli C. Kast-Brown whose address is 2339 Woodbury Lane, Evergreen, CO 80439 (the Consultant).
Whereas, RER desires to retain Consultant to perform professional consulting services; and
Whereas, Consultant represents that she is qualified and desires to perform the professional services requested by RER, and that she has the professional business skills to bring to RER on a contracted, non-exclusive basis; and
Whereas, the Consultant agrees to perform services for RER upon the terms and conditions set forth in this Agreement.
NOW THEREFORE, the parties hereby enter into this Agreement to set forth their mutual promises and understandings, and mutually acknowledge the receipt and sufficiency of valuable consideration in addition to the mutual promises, conditions and understandings set forth below.
The parties hereby agree as follows:
1.
Performance of Services. The Consultant shall perform the professional consultancy services described on the attached Exhibit A: Description of Services and such other services as are requested by RER from time to time (the Services). All Services performed by Consultant shall be in strict accordance with Exhibit A and any written instructions to Consultant from RER from time to time. Upon request of RER, Consultant shall prepare and deliver to RER a progress report or final report of findings and recommendations, and such other reports as RER may, from time to time, request.
2.
Fees and Reimbursable Services. RER shall pay the Consultant for the Services at a rate set forth on Exhibit A: Description of Services. All compensation shall include all overhead profit.
As further set forth in Exhibit A: Description of Services, all reimbursable expenses, including pre-approved travel, mileage, meals and other engagement-related expenses will be reimbursed at actual cost only with no mark-up. Examples of reimbursable expenses are set forth in the attached Exhibit A. Expenses must be approved by RER in advance and will be billed separately from Consultant service invoices. The Consultant shall neither purchase any equipment necessary to provide the Services which has a cost in excess of $25.00, nor enter into any agreements to subcontract the Services without the prior written approval from RER.
3.
Invoices. The Consultant shall establish a procedure for time and cost accounting, which assures that direct labor hours and allowable direct costs are properly charged to the Company pursuant to this Agreement. The Consultant shall invoice RER monthly using a labor and expense invoice organized by tasks and shall submit back-up in the form of weekly timesheets, expense forms, and receipts. Consultant shall submit reimbursable expenses on the RER approved expense reimbursement form at all times; a copy of which
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will be provided to Consultant upon retainer and again as amended from time-to-time. RER will pay the Consultant within twenty working days following invoice approval, which shall be no longer than 5 days following receipt. Consultant may charge a 15% late fee if payment is not received within thirty days of invoice receipt.
4.
Standard of Services. The Consultant shall perform the Services with that degree of care, skill and judgment, which is customarily exercised by professionals in the performance of services of a similar nature in the same geographical area.
Consultant agrees to abide by all Health and Safety policies and procedures as set forth in the Bear Lodge Health and Safety Plan and any amendments or updates thereto as to any site visits or other engagement at the Bear Lodge project area. RER agrees to timely provide Consultant all updates to the plan. Consultant further agrees to comply with all applicable Occupational Safety and Health Administration (OSHA) laws and/or Mine Safety and Health Administration (MSHA) laws.
5.
Permits and Licenses. It is understood that Consultant shall provide business consultancy based upon prior experience with RER. These services include advising on strategic relationships, financings, and other management consulting as desired. Consultant shall not serve as the legal advisor to RER, handle RER funds as legal counsel or represent RER in any legal proceeding or process. In performing the Services, the Consultant shall comply with any and all applicable federal, state, and local laws, rules, regulations, and interpretations of all regulating agencies, including, but not limited to, statutes, ordinances, regulations, rules, building codes, permits, requirements, decree orders, and directives from any lawful public agency or authority.
6.
Insurance. The Consultant hereby confirms that it is an independent Consultant, not an employee of RER, for any purpose including workers compensation statutes. Further, the Consultant hereby waives and agrees to indemnify and hold harmless RER from any and all workers compensation claims, damages, losses, and expenses arising out of, or resulting from bodily injury, including personal injury, sickness, disease, or death of any and all employees of Consultant who would otherwise be covered by Consultants workers compensation insurance. This waiver and agreement to indemnify does not relieve RER from any liability for injury to Consultant to the extent caused by the negligent acts of RER, its agents, employees or representatives.
7.
Indemnification. The Consultant shall indemnify and hold harmless RER and its officers, directors, affiliates, employees and agents from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from the negligence, knowingly wrongful acts, errors or omissions of the Consultant.
8.
Disclosure of Information and Non-Competition.
(a)
All materials, data, specifications, plans, inventions, documents or other information prepared, developed or delivered to RER, or obtained by Consultant or his employees, if any, pursuant to and as a result of this Agreement shall remain or become the property of RER. Notwithstanding the above, Consultants unique ideas as to process, inventions, or the like, however, shall remain the property of Consultant, subject to a license to use as applied by RER as part of the Services provided hereunder. Consultant shall ensure the confidentiality of
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such information. Consultant shall not disclose to any third party any type of information described in this section or any other information of any description whatsoever (expressly including any technical process, geological findings or data and property claims and land boundaries) regarding plans, programs, plants, processes, products, costs, equipment, operations, or customers of RER or its clients that may come within the knowledge of Consultant in the performance of this Agreement or is known to Consultant upon entering into this Agreement if obtained through prior consulting or employment, except:
(i)
Technical information which is or becomes part of the public domain other than by acts or omissions of Consultant; or
(ii)
Technical information which was lawfully in the possession of the Consultant at the time she initially became involved with the Services and was not acquired by Consultant directly from RER or any of its clients or anyone acting directly or indirectly for or on behalf of RER.
The Consultant will not, without the prior written consent of RER, disclose to any third party information developed or obtained by the Consultant in the performance of the Agreement except to the extent that such information falls within one of the categories described in (i) or (ii) above.
In addition, the Consultant acknowledges that from time to time additional confidentiality agreements may be imposed due to requirements of clients of RER. Consultant agrees to sign and abide by any such confidentiality agreements.
(b)
In the event of a breach or threatened breach by the Consultant of section 8(a) above, RER shall be entitled to an injunction restraining the Consultant from disclosing, in whole or in part, any such confidential or technical information, or from rendering any services to any person or entity to whom such confidential or technical information has been disclosed or is threatened to be disclosed. Nothing herein shall be construed as prohibiting RER from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Consultant. Consultant specifically acknowledges and agrees that if she breaches this section, RER shall be entitled to recover all costs and expenses incurred by it, including reasonable costs, expenses and liabilities, as a result of such breach or in pursuing any available remedy at law or in equity.
(c)
From and after the Effective Date until the date two (2) years after the Effective Date, Consultant will not, either alone or in partnership or jointly or in conjunction with any person, or in any other manner whatsoever, directly or indirectly acquire any interest in any mining or millsite claims or otherwise acquire any interest in minerals, real property, royalties or water within ten (10) miles from the outside boundaries of any of the properties of Company.
Consultant acknowledges that due to the nature of RERs business and interest in the properties, the restrictions set out in section of this provision are necessary and reasonable. Any interest acquired in violation of this paragraph shall, at RERs request and at no cost to RER, be conveyed to RER.
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9.
Independent Consultant. Consultant represents that she is fully experienced, properly qualified, equipped, organized, and financed to perform the Services. In the performance of the Services, the Consultant is and shall remain an independent Consultant. The Consultant shall not be deemed the servant, employee, or agent of RER, and therefore, Consultant shall not be entitled to worker's compensation benefits or unemployment insurance benefits. Except as otherwise expressly provided herein, the Consultant shall have the exclusive authority and responsibility for performing the Services and accomplishing the objectives of the Services, RER being interested only in the results obtained. RER shall not make any deductions, withholdings or contributions with respect to any payments to Consultant under this Agreement on account of social security, unemployment compensation, income tax, or otherwise under any federal, state, local or foreign law applicable to employer/employee relationships. Any and all compensation earned and payable to Consultant under the terms of this Agreement shall be earned by him solely as, and in the capacity of, an independent Consultant.
10.
Conflicts of Interest and Priority. Consultant has disclosed that it intends to engage in services for other rare earth and/or mining companies and is not exclusive to RER in its engagement of consultant services. Notwithstanding the above, Consultant shall take all precautions to secure confidential treatment of RER information in full adherence to section 8 above, and shall disclose in writing to RER any potential real or potential conflicts of interest relating to its engagement by any other company or individual that is in the same or similar geographic or competitive position with RER, relating to the Services under this Agreement. In the event RER determines, in its sole judgment, that any relationship which Consultant has, is against the best interests of RER, RER has the right to request that Consultant not engage with the other party for the term of this Agreement.
Consultant has agreed to provide priority of work load to RER should the engagement time become unavailable or limited due to other clients of Consultant.
11.
Term and Termination.
(a)
This Agreement shall become effective on the Effective Date set forth above and terminate with 30 days notice by either party but no later than December 31, 2015, subject, however, to termination during such period as provided in this section and any extension of this Agreement by the parties per (b) below. Sections 4, 7, 8 and 10 of this Agreement shall survive termination of this Agreement.
(b)
The parties, by mutual agreement, may extend the term of this Agreement for successive six month periods following December 31, 2015.
(c)
This Agreement may be terminated by the Consultant, or RER, on thirty days written notice to the other party. Upon conclusion of the Services, the Consultant shall promptly discontinue all Services and shall deliver to RER all information and materials obtained in the performance of this Agreement. RER shall pay Consultant for Services performed to the effective date of termination. Final invoice for Services shall be paid following receipt of a final report outlining all open and ongoing Services.
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12.
No Assignment. The Consultant shall not assign this Agreement nor any sum payable under this Agreement without the prior written consent of RER.
13.
Arbitration. All claims, disputes and other matters arising out of, or relating to, this Agreement or an alleged breach of this Agreement shall be subject to final and binding arbitration in Denver, Colorado pursuant to the Commercial Rules of the American Arbitration Association and judgment may be entered on the arbitration award in any court of competent jurisdiction. Should the parties fail to agree upon an arbitrator, then each party shall select one arbitrator, and the two chosen arbitrators shall select a third arbitrator to form a panel. Each party shall bear its own respective costs of the arbitration and shall be responsible for one-half of the arbitrators fees.
14.
Notices. All notices, consents and communications required or permitted under this Agreement shall be in writing and shall be deemed effective when delivered personally, by certified mail, by a courier or delivery service, or by fax or electronic transmission to the parties at the following address or fax numbers or at such other address or fax number for a party as shall be specified by like notice given at least five days prior thereto:
If to RER:
Randall Scott
Rare Element Resources, Inc.
225 Union Blvd, Suite 250
Lakewood, CO 80228
Fax: 720-278-2490
rscott@rareelementresources.com
If to Consultant:
Kelli C. Kast-Brown
2339 Woodbury Lane
Evergreen, CO 80439
kkast@ctdinc.com
15.
Miscellaneous
(a)
Colorado Law. Notwithstanding the arbitration venue set forth in section 13 above, this Agreement shall be governed in all respects, including validity, interpretation and effect by the laws of the State of Colorado.
(b)
Entire Agreement and Modifications. The parties acknowledge that this Agreement constitutes the entire agreement between the parties and supercedes all prior representations, warranties, agreements and understandings, oral or written, between the parties with respect to its subject matter, including Consultants prior employment agreement with RER, which has been mutually terminated. No modification or amendment of this Agreement or the waiver of any terms, conditions, rights or remedies hereunder shall be binding upon any party hereto unless signed in writing by both parties. A waiver of any term or provision shall not be construed as a waiver of any other term or provision.
(c)
Benefit. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and permitted assigns.
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(d)
Headings and Severability. If any clause or provision of this Agreement shall be adjudged invalid or unenforceable, it shall not affect the validity of any other clause or provision, which shall remain in full force and effect. In the event any provision of this Agreement is found to be unenforceable for any reason, the parties shall attempt to modify that portion in a manner to preserve the intent of the parties in entering into this Agreement. The headings in the Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
In Witness Whereof, the parties have executed this Agreement as of the day and year first above written.
Consultant: Kelli C. Kast-Brown
RER:
Tax I.D. # ___________
Rare Element Resources, Inc.
/s/Kelli C. Kast-Brown
/s/ Randall Scott
Kelli C. Kast-Brown
Randall Scott, President & CEO
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Rare Element Resources Inc.
Exhibit A
Description of Services
Consultants Responsibilities shall include:
Consultant shall provide business consulting services to RER.
Consultant shall be available two working days per week, on average, for a minimum of eight (8) days per month for consultancy to the CEO and executive management team and Board of RER. This includes attendance at Board meetings for taking of minutes and other inputs as desired. Consultant may work from her home office or RER offices as warranted, or mutually agreed. Consultant shall maintain an email address and monitor it on a regular basis for business concerns to be communicated to RER personnel or handling per the request of RER.
Services Fee:
Consultant shall be compensated at the monthly retainer rate of $5,500 per month which will include eight (8) full days of Consultant time per month, estimated at two (2) days per week on average. Any additional (over eight days per month) time approved by RER and completed in a month will be at the billing rate of $750 per day. Consultant shall invoice RER monthly for billable time in excess of the retainer. Any partial days shall be prorated to the ½ day.
Reimbursable Expenses include:
All approved expenses shall be actual, with no mark-up to RER.
Expenses shall only be reimbursed if set forth with specificity on the RER expense reimbursement form. Reimbursement will be made timely by RER, and no later than 20 days after submittal and approval, or 30 days from invoice receipt at latest.
RER shall pay the Consultant for reimbursable actual mileage documented on a Consultants mileage log at a rate of 56¢ or at the current rate published by the IRS.
Exhibit 31.1
CERTIFICATIONS
I, Randall J. Scott, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Rare Element Resources Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
| /s/ Randall J. Scott |
Date: August 6, 2015 |
Randall J. Scott President, Chief Executive Officer and Director (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Paul H. Zink, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Rare Element Resources Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
| /s/ Paul H. Zink |
Date: August 6, 2015 |
Paul H. Zink Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) |
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Rare Element Resources Ltd. (the Company) does hereby certify, based on my knowledge, with respect to the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2015 (the Report) that:
1.
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Randall J. Scott |
Date: August 6, 2015 |
President, Chief Executive Officer and Director (Principal Executive Officer) |
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code). It shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. Section 78r) or otherwise subject to the liability of that section. It shall also not be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.
Exhibit 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Rare Element Resources Ltd. (the Company) does hereby certify, based on my knowledge, with respect to the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2015 (the Report) that:
1.
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Paul H. Zink |
Date: August 6, 2015 |
Paul H. Zink Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) |
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code). It shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. Section 78r) or otherwise subject to the liability of that section. It shall also not be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.
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4. EQUIPMENT |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUIPMENT |
|
3. FAIR VALUE OF FINANCIAL INSTRUMENTS |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | Our financial instruments can consist of cash and cash equivalents, marketable securities, accounts receivable, restricted cash, accounts payable and accrued liabilities. Included, at times, within cash and cash equivalents is an enhanced yield deposit account that contains an embedded derivative in the form of a foreign currency option. As of June 30, 2015, the Company had no such deposits. 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):
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Periodically throughout the year, the Company has maintained balances in various U.S. operating accounts in excess of U.S. federally insured limits.
The following table presents information about financial instruments recognized at fair value on a recurring basis as of June 30, 2015 and December 31, 2014, and indicates the fair value hierarchy:
|
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands |
Jun. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
CURRENT ASSETS | ||
Cash and cash equivalents | $ 8,396 | $ 10,139 |
Interest receivable | 23 | 6 |
Accounts receivable | 16 | 21 |
Prepaid expenses | 146 | 315 |
Total Current Assets | 8,581 | 10,481 |
Equipment, net | 269 | 344 |
Land | 980 | 980 |
Mineral properties | 27 | 27 |
Total assets | 9,857 | 11,832 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 498 | 1,098 |
Asset retirement obligation, current portion | 164 | 164 |
Total Current Liabilities | 662 | 1,262 |
Asset retirement obligation, non-current portion | 202 | 202 |
Total liabilities | 864 | 1,464 |
SHAREHOLDERS' EQUITY: | ||
Common shares, no par value - unlimited shares authorized; shares outstanding June 30, 2015 - 52,940,838, December 31, 2014 - 47,707,216 | 103,638 | 100,652 |
Additional paid in capital | 23,397 | 23,186 |
Accumulated deficit | (118,042) | (113,470) |
Total Shareholders' Equity | 8,993 | 10,368 |
Total Liabilities and Shareholders' Equity | $ 9,857 | $ 11,832 |
1. NATURE OF OPERATIONS |
6 Months Ended |
---|---|
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS |
Rare Element Resources Ltd. (collectively, we, Rare Element or the Company) was incorporated under the laws of the Province of British Columbia, Canada, on June 3, 1999.
We are focused on advancing the Bear Lodge Rare Earth Element (REE) Project located near the town of Sundance in northeast Wyoming. The Bear Lodge REE Project consists of several large, disseminated REE deposits and a proposed hydrometallurgical plant to be located near Upton, Wyoming. The Bear Lodge REE Project is one of the highest grade REE deposits identified in North America and one of the highest grade europium deposits in the world. In addition, the Bear Lodge REE Project has a favorable distribution of the remaining critical rare earth elements (CREEs), which the Company defines as neodymium, praseodymium, dysprosium, europium, terbium and yttrium. At present, we are undertaking process confirmation, elemental separation test work, and technical studies while working toward obtaining the necessary permits and licenses to enable us to develop the Bear Lodge REE Project. Based on review of current permitting timetables and other factors, the Company anticipates receiving its permits in the second half of 2016. The Company is working in parallel (with permitting activities) to advance engineering in preparation for the feasibility study, to gain strategic partners and off-take customers, to design and engineer a commercial-scale demonstration plant and to scale up its RE separation test work in pilot plant testing. Subject to the (i) availability of adequate capital, (ii) a positive FS, (iii) securing off-take customers, (iv) obtaining necessary permits, (v) board approval, and (vi) other factors, the Company will be able to begin construction activities on the Project.
Our continuing operations and the recoverability of the carrying values of our mineral property interests are dependent upon the development, mining and processing of economic mineral reserves at the Bear Lodge REE Project, our ability to obtain the necessary permits and licenses to mine and process these mineral reserves, and on the future profitable production of these mineral reserves. In addition, development and start-up of the Bear Lodge REE Project are dependent upon our ability to obtain the necessary financing to construct and complete the Bear Lodge REE Project. Although we have been successful in raising capital in the past, there can be no assurance that we will be able to do so in the future.
|
6. ADDITIONAL PAID IN CAPITAL (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Options outstanding | 4,588,900 | 4,545,500 | 4,588,900 | 4,545,500 | 4,345,500 | 4,700,500 |
Compensation Expense | $ 48 | $ 130 | $ 121 | $ 318 | ||
Unrecognized compensation cost related to unvested stock options | $ 199 | $ 199 | ||||
Unvested stock options | 995,200 | 995,200 | ||||
Unrecognized compensation cost, Period for Recognition | 10 months 10 days | |||||
FSOP | ||||||
Options outstanding | 1,290,000 | 1,290,000 | ||||
RSOP | ||||||
Options outstanding | 3,298,900 | 3,298,900 |
2. BASIS OF PRESENTATION |
6 Months Ended |
---|---|
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | In accordance with U.S. GAAP for interim financial statements, these 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 consolidated financial statements should be read in conjunction with our audited consolidated financial statements as of December 31, 2014, which were included in our Annual Report on Form 10-K for the period ended December 31, 2014. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which are of a normal, recurring nature) necessary to present fairly in all material respects our financial position as of June 30, 2015, and the results of our operations and cash flows for the six months ended June 30, 2015 and 2014 in conformity with U.S. GAAP. Interim results of operations for the six months ended June 30, 2015 may not be indicative of results that will be realized for the full year ending December 31, 2015.
Recent Accounting Pronouncements
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact that adoption of ASU 2014-15 will have on our financial statements and related disclosures.
In June 2014, the FASB issued ASU No. 2014-10, which amended Accounting Standards Codification (ASC) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest entities guidance in ASC Topic 810, Consolidation. The amendment removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other entities under U.S. GAAP. Consequently, the amendment eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose the first year in which the entity is no longer a development stage entity. This amendment is effective for fiscal years beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entitys financial statements have not yet been issued. The Company made the election to early adopt this amendment effective December 31, 2014 and, as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915. The early adoption was made to reduce data maintenance by removing all incremental financial reporting requirements for the Company. The adoption of this amendment alters the disclosure requirements of the Company, but it does not have any impact on the Companys financial position or results of operations for the current or any prior reporting period.
|
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Jun. 30, 2015 |
Dec. 31, 2014 |
||
---|---|---|---|---|
Statement of Financial Position [Abstract] | ||||
Common Stock, Par Value | $ 0.00 | $ 0.00 | ||
Common Stock, Shares Authorized | [1] | 0 | 0 | |
Common Stock, Shares Outstanding | 52,940,838 | 47,707,216 | ||
|
3. FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands |
Jun. 30, 2015 |
Dec. 31, 2014 |
Jun. 30, 2014 |
Dec. 31, 2013 |
---|---|---|---|---|
Assets | ||||
Cash and cash equivalents | $ 8,396 | $ 10,139 | $ 16,076 | $ 23,902 |
Total financial assets | 8,396 | 10,139 | ||
Liabilities | ||||
Accounts payable and other accrued liabilities | 498 | 1,098 | ||
Asset retirement obligation | 366 | 366 | ||
Total financial assets and liabilities | 9,260 | 11,603 | ||
Level 1 | ||||
Assets | ||||
Cash and cash equivalents | 8,396 | 10,139 | ||
Total financial assets | 8,396 | 10,139 | ||
Liabilities | ||||
Accounts payable and other accrued liabilities | 498 | 1,098 | ||
Asset retirement obligation | 0 | 0 | ||
Total financial assets and liabilities | 8,894 | 11,237 | ||
Level 2 | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Total financial assets | 0 | 0 | ||
Liabilities | ||||
Accounts payable and other accrued liabilities | 0 | 0 | ||
Asset retirement obligation | 366 | 366 | ||
Total financial assets and liabilities | $ 366 | $ 366 |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2015 |
Aug. 06, 2015 |
|
Document And Entity Information | ||
Entity Registrant Name | Rare Element Resources Ltd | |
Entity Central Index Key | 0001419806 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 52,940,838 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2015 |
4. EQUIPMENT (Details) - USD ($) $ in Thousands |
Jun. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Cost | $ 1,001 | $ 1,009 |
Accumulated depreciation | 732 | 665 |
Net book value | 269 | 344 |
Computer equipment | ||
Cost | 186 | 189 |
Accumulated depreciation | 174 | 168 |
Net book value | 12 | 21 |
Furniture | ||
Cost | 106 | 111 |
Accumulated depreciation | 68 | 64 |
Net book value | 38 | 47 |
Geological equipment | ||
Cost | 488 | 488 |
Accumulated depreciation | 356 | 319 |
Net book value | 132 | 169 |
Vehicles | ||
Cost | 221 | 221 |
Accumulated depreciation | 134 | 114 |
Net book value | $ 87 | $ 107 |
CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
|
Operating income (expenses): | ||||
Exploration and evaluation | $ (1,199) | $ (2,038) | $ (2,317) | $ (4,859) |
Corporate administration | (919) | (1,199) | (1,929) | (2,547) |
Depreciation | (30) | (51) | (75) | (103) |
Total operating expenses | (2,148) | (3,288) | (4,321) | (7,509) |
Non-operating income (expenses): | ||||
Interest income | 9 | 22 | 18 | 51 |
Gain/(loss) on currency translation | 42 | 197 | (269) | (149) |
Gain/(loss) on derivatives | 0 | 9 | 0 | 116 |
Total non-operating income (expense) | 51 | 228 | (251) | 18 |
Net loss | (2,097) | (3,060) | (4,572) | (7,491) |
Other comprehensive loss | ||||
Realized loss on available-for-sale securities | 0 | 0 | 0 | 0 |
Unrealized (gain)/loss on available-for-sale securities | 0 | 0 | 0 | 0 |
Total other comprehensive income/(loss) | 0 | 0 | 0 | 0 |
COMPREHENSIVE LOSS | $ (2,097) | $ (3,060) | $ (4,572) | $ (7,491) |
LOSS PER SHARE - BASIC AND DILUTED | $ (0.04) | $ (0.06) | $ (0.09) | $ (0.16) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 51,272,134 | 47,707,216 | 49,499,523 | 47,705,891 |
7. COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
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Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Our commitments and contingencies include the following items:
Potential environmental contingency
Our mining and exploration 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 becoming more restrictive over time. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. We have made, and expect 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. |
6. ADDITIONAL PAID IN CAPITAL |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional Paid in Capital [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ADDITIONAL PAID IN CAPITAL | Stock-based compensation
We have options outstanding and exercisable that were issued under two plans, the Fixed Stock Option Plan (FSOP) and the 10% Rolling Stock Option Plan (RSOP).
The FSOP was originally approved by shareholders on December 11, 2002, and subsequently approved by shareholders on December 7, 2009 following certain amendments to the FSOP. The FSOP expired upon the adoption of the RSOP that was approved by shareholders on December 2, 2011, and as such, we may no longer grant options under the FSOP. However, the terms of the FSOP continue to govern all prior awards granted under such plan until such awards have been cancelled, forfeited or exercised in accordance with the terms thereof. As of June 30, 2015, we had 1,290,000 options outstanding under our FSOP, as amended, and 3,298,900 options outstanding under our RSOP.
The fair value of each employee stock option award is estimated at the grant date using a Black-Scholes option pricing model and the price of our common shares on the date of grant. The significant assumptions used to estimate the fair value of stock options awarded during the six-months ended June 30, 2015 and 2014, using a Black-Scholes model are as follows:
The compensation expense recognized in our consolidated financial statements for the three and six months ended June 30, 2015 for stock option awards was $48 and $121, respectively, and $130 and $318 for the same periods in 2014. As of June 30, 2015, there was $199 of total unrecognized compensation cost related to 995,200 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 0.86 years.
The following table summarizes our stock option activity for each of the six-month periods ended June 30, 2015 and 2014:
|
5. SHAREHOLDERS' EQUITY (Details) - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands |
Total |
---|---|
Equity [Abstract] | |
Number of shares issued, beginning | 47,707,216 |
Shares issued amount, beginning | $ 100,652 |
Exercise of stock options - fair value, shares | 2,852 |
Exercise of stock options - fair value, amount | $ 1 |
Shares issued, shares | 5,233,622 |
Shares issued, amount | $ 2,986 |
Number of shares issued, ending | 52,940,838 |
Shares issued amount, ending | $ 103,638 |
5. SHAREHOLDERS' EQUITY (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
SCHEDULE OF OPTION ACTIVITY |
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SCHEDULE OF WARRANT ACTIVITY |
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3. FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SCHEDULE OF FAIR VALUE OF INSTRUMENTS |
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4. EQUIPMENT (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SCHEDULE OF EQUIPMENT |
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6. ADDITIONAL PAID-IN CAPITAL (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional Paid in Capital [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions |
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Stock option activity |
|
6. ADDITIONAL PAID-IN CAPITAL (Details 1) - $ / shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2015 |
Jun. 30, 2014 |
|
Number of Stock Options | ||
Outstanding, beginning of period | 4,345,500 | 4,700,500 |
Granted | 999,000 | 275,000 |
Cancelled | (749,600) | (280,000) |
Exercised | (6,000) | (150,000) |
Outstanding, end of period | 4,588,900 | 4,545,500 |
Exercisable, end of period | 3,593,700 | 3,852,500 |
Weighted Average Exercise Price | ||
Outstanding, beginning of period | $ 5.16 | $ 5.51 |
Granted | 0.45 | 1.28 |
Cancelled | 3.16 | 6.74 |
Exercised | 0.32 | 0.52 |
Outstanding, end of period | 4.25 | 5.31 |
Exercisable, end of period | 5.28 | 6.01 |
Weighted-average fair value per share of options granted during period | $ 0.24 | $ 0.65 |
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5. SHAREHOLDERS' EQUITY |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
5. SHAREHOLDERS' EQUITY | Common Shares
Warrants
Each outstanding warrant is exercisable for one of the Companys common shares and was issued to investors in connection with registered direct offerings of the Company that closed on September 27, 2013 and April 29, 2015. In addition, the Company issued warrants to a placement agent in connection with each offering, under the same terms as those issued to investors. The exercise price and exercise period are outlined below:
The value of the warrants issued to the placement agent (non-employee) for its services in connection with the April 29, 2015 offering was offset against the proceeds of the financing. The Company used a Black-Scholes model with inputs including a market price of the Companys stock of $0.72, an exercise price of $0.85, a 3.0-year term, volatility of 81.0%, a risk-free rate of 0.91% and no assumed dividends. The value of the warrants issued to the placement agent for its services in connection with the April 29, 2015 offering was estimated at $91. |
6. ADDITIONAL PAID-IN CAPITAL (Details) |
6 Months Ended | |
---|---|---|
Jun. 30, 2015 |
Jun. 30, 2014 |
|
Risk free interest rate (min) | 1.00% | 0.93% |
Risk free interest rate (max) | 1.10% | 0.99% |
Expected volatility (min) | 73.40% | 74.70% |
Expected volatility (max) | 79.70% | 79.10% |
Expected dividend yield | 0.00% | 0.00% |
Expected term in years | 3 years 4 months 22 days | |
Estimated forfeiture rate | 3.4% - 3.6% | 3.7% |
Minimum | ||
Expected term in years | 3 years 3 months | |
Maximum | ||
Expected term in years | 3 years 3 months 11 days |