Rare Element Resources (OTC: REEMF) funds rare earth demo plant with Q1 2026 rights offering
Rhea-AI Filing Summary
Rare Element Resources Ltd. reports a Q1 2026 net loss of $2,133, slightly improved from $2,395 a year earlier, as it advances its Bear Lodge rare earth elements project and demonstration-scale processing plant in Wyoming.
Cash and cash equivalents rose to $47,141 and total assets to $52,627, driven mainly by a March 2026 rights offering that raised gross proceeds of $30,968 (net $30,478). The company estimates total demonstration plant costs at about $77,500, with roughly $59,498 spent to date and continued support from a $24,200 U.S. Department of Energy cost-share commitment and a $4,400 Wyoming Energy Authority grant.
Positive
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Negative
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Insights
Q1 shows strengthened liquidity but heavy funding needs ahead.
Rare Element Resources reduced its quarterly net loss to $2,133 while significantly bolstering liquidity via a rights offering that generated net proceeds of $30,478. Cash and cash equivalents increased to $47,141, and working capital reached $48,102.
The demonstration-scale rare earth plant remains central. The company now estimates total project costs at about $77,500, with $59,498 already spent. Existing support includes a U.S. DoE cost-share commitment of roughly $24,200 and a $4,400 grant from the Wyoming Energy Authority.
Operations at the Demonstration Plant formally began in March 2026 after design issues and rework in 2025. Management states that current cash, rights-offering proceeds, and remaining DoE and WEA funds should complete the demonstration operations and permitting, but substantial additional capital will be required for a full-scale mine and separation plant.
Key Figures
Key Terms
Demonstration Plant technical
Rights Offering financial
Cooperative Agreement regulatory
WEA Funding Agreement financial
fair value hierarchy financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Commission file number: |
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(Registrant’s telephone number, including area code) | (Former name, former address and former fiscal year, if |
Securities registered pursuant to Section 12(b) of the Act:
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.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ⌧
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ◻ | Accelerated filer ◻ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Number of issuer’s common shares outstanding as of May 8, 2026:
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TABLE OF CONTENTS
Page | ||
PART I – FINANCIAL INFORMATION | 3 | |
ITEM 1. | FINANCIAL STATEMENTS | 3 |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 15 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 18 |
ITEM 4. | CONTROLS AND PROCEDURES | 18 |
PART II – OTHER INFORMATION | 19 | |
ITEM 1. | LEGAL PROCEEDINGS | 19 |
ITEM 1A. | RISK FACTORS | 19 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 19 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 19 |
ITEM 4. | MINE SAFETY DISCLOSURES | 19 |
ITEM 5. | OTHER INFORMATION | 19 |
ITEM 6. | EXHIBITS | 20 |
SIGNATURES | 21 | |
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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 “RER,” the “Company,” “we,” “our,” and “us” mean Rare Element Resources Ltd., our predecessors and consolidated subsidiary, or any one or more of them, as the context requires.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report, contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “forward-looking information” within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Any statements that express or involve discussions with respect to business prospects, predictions, expectations, beliefs, plans, intentions, projections, objectives, strategies, assumptions, future events, performance or exploration and development efforts using words or phrases (including negative and grammatical variations) such as, but not limited to, “expects,” “anticipates,” “plans,” “estimates,” “intends,” “forecasts,” “likely,” “projects,” “believes,” “seeks,” or stating that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved, are not statements of historical fact and may be forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in these forward-looking statements are reasonable, we cannot be certain that these plans, intentions, and expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Quarterly Report. Forward-looking statements in this Quarterly Report include, but are not limited to, statements regarding the following:
| ● | our business, prospects, and overall strategy; |
| ● | our ability to successfully operate the Demonstration Plant (as defined below), and the timing and cost to complete operating activities; |
| ● | planned or estimated expenses and capital expenditures, including the Demonstration Plant’s expected costs of operation, decommissioning, and the sources of funds to pay for such costs; |
| ● | availability of funds and capital resources to fund our planned activities; |
| ● | our ability to achieve the full committed amount of funding from the Department of Energy (the “DoE”) through the remainder of the Demonstration Plant project; |
| ● | the securing and timing of an amendment to the Cost Share Agreement (as defined below), if required, between the Company and General Atomics, whose affiliate, Synchron, is the Company’s majority shareholder; |
| ● | our ability to complete a novation of the Demonstration Plant funding agreement with the DoE and replace General Atomics as the prime contractor, and the timing for completion of such novation; |
| ● | our ability to secure additional funding (in addition to the previously awarded or obtained funding) relating to the Demonstration Plant project, if and as may be required, or any further initiatives or advancements that may be undertaken relating to the Demonstration Plant; |
| ● | our ability to receive the remaining uncollected funds in connection with the Wyoming Energy Authority (the “WEA”) grant for the Demonstration Plant and the timing thereof; |
| ● | our ability to meet Demonstration Plant project objectives within our available funding and estimated timeline; |
| ● | our estimates regarding the source, quality, costs, and timing of materials, equipment, supplies and resources, including human resources, for the operation, and decommissioning of the Demonstration Plant, as well as for production and quality of rare earth oxides and other products from the Demonstration Plant during the operations phase; |
| ● | the Sundance Gold Project remaining on hold for the foreseeable future and our ability to advance or monetize it in the future; |
| ● | plans for our projects or other interests, operations or rights; |
| ● | our plans and strategies during and following the completion of operations of the Demonstration Plant, including with respect to developing a mine and/or a commercial plant; |
| ● | our ability to successfully complete the licensing and permitting of the Bear Lodge REE Project (as defined below); |
| ● | our plans, strategies and timing relating to the advancement of the Bear Lodge REE Project; |
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| ● | our plans and strategies to secure further funding for our longer-term business plans, including if feasible, ultimate construction and operations of a commercial mine and plant for sourcing, processing and separation of rare earth elements; |
| ● | the potential impact of governmental policies, directives, laws, and regulations; and |
| ● | our success in obtaining, and the timing for receipts of, necessary governmental permits and approvals for our business and current or planned projects. |
Forward-looking statements are based on our current expectations and assumptions that are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements in this Quarterly Report are more fully described within Part II, Item 1A, “Risk Factors” in this Quarterly Report and “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
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 by the foregoing cautionary statements. We advise you to carefully review the reports and documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”) and with the Canadian securities regulatory authorities, particularly our Annual Report on Form 10-K for the year ended December 31, 2025. The reports and documents filed by us with the SEC are available at www.sec.gov and with the Canadian securities regulatory authorities under the Company’s profile at www.sedarplus.ca.
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RARE ELEMENT RESOURCES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars, except shares outstanding)
March 31, 2026 | December 31, 2025 | ||||||
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ASSETS: |
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CURRENT ASSETS |
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Cash and cash equivalents | $ | | $ | | |||
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Prepaid expenses and other |
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Total Current Assets |
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Building, net | | | |||||
Equipment, net |
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Restricted cash | | | |||||
Right of use asset (Note 6) | | | |||||
Land |
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Total Assets | $ | | $ | | |||
LIABILITIES: |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities | $ | | $ | | |||
Lease liability, current (Note 6) | | | |||||
Total Current Liabilities |
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Reclamation obligation |
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Lease liability, long-term (Note 6) | | | |||||
Other long-term liabilities | | | |||||
Total Liabilities |
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Commitments and Contingencies (Note 8) |
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SHAREHOLDERS’ EQUITY: |
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Common shares, |
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Additional paid-in capital |
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Accumulated deficit |
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Total Shareholders’ Equity |
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Total Liabilities and Shareholders’ Equity | $ | | $ | | |||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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RARE ELEMENT RESOURCES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in thousands of U.S. dollars, except share and per share amounts)
(unaudited)
Three Months Ended March 31, | |||||||
| 2026 | | 2025 | ||||
Operating expenses: | |
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Exploration and evaluation (See Note 4 for related party costs) | $ | ( | $ | ( | |||
Corporate administration |
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Depreciation and amortization |
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Total operating expenses |
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Non-operating income (expense): |
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Interest income |
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Interest expense |
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Total non-operating income |
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Net loss | $ | ( | $ | ( | |||
Loss per share - basic and diluted | $ | ( | $ | ( | |||
Weighted average number of shares outstanding (See Note 7) |
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The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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RARE ELEMENT RESOURCES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
(unaudited)
For the three months ended March 31, | ||||||
2026 | | 2025 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |
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Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation expense |
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Right of use asset amortization |
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Stock-based compensation |
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Other | | — | ||||
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Changes in working capital: |
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Due to (from) related party | ( | | ||||
Prepaid expenses and other |
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Accounts payable and accrued liabilities |
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Lease liability |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchase of equipment | — | ( | ||||
Net cash used in investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Financing transaction, net |
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Stock option exercise |
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Net cash provided by financing activities |
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Net change in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash- beginning of the period |
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Cash, cash equivalents and restricted cash- end of the period | $ | | $ | | ||
Supplemental cash flow disclosures: | ||||||
Cash paid for taxes | $ | — | $ | — | ||
Cash paid for interest | $ | — | $ | — | ||
As of March 31, | ||||||
2026 | | 2025 | ||||
Reconciliation of amounts in the Balance Sheet to amounts in the Cash Flow Statement | ||||||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash, long-term | | | ||||
Total of cash, cash equivalents and restricted cash - end of period | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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RARE ELEMENT RESOURCES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Expressed in thousands of U.S. dollars, except share amounts)
(unaudited)
| Additional | |||||||||||||
Paid in | Accumulated | |||||||||||||
| Number of Shares | | Amount | | Capital | | Deficit | | Total | |||||
Balance, December 31, 2024 |
| | $ | | $ | | $ | ( | $ | | ||||
Stock option exercise | | — | — | — | — | |||||||||
Stock-based compensation | — | — | | — | | |||||||||
Net loss |
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Balance, March 31, 2025 |
| | $ | | $ | | $ | ( | $ | | ||||
Balance, December 31, 2025 | | $ | | $ | | $ | ( | $ | | |||||
2026 Rights Offering | | | — | — | | |||||||||
Stock option exercises |
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Net loss |
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| — |
| ( |
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Balance, March 31, 2026 |
| | $ | | $ | | $ | ( | $ | | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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RARE ELEMENT RESOURCES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(all amounts stated in thousands of U.S. dollars except share and per share amounts)
(unaudited)
1. NATURE OF OPERATIONS
Rare Element Resources Ltd. (“we,” “us,” “RER” or the “Company”) was incorporated under the laws of the Province of British Columbia, Canada, on June 3, 1999.
The Company holds a
If and when developed, the Bear Lodge REE Project will likely consist of a mine and a separation plant to produce a commercial NdPr product. As market conditions dictate, the Company will decide whether it is prudent to develop and put into production the mine and separation plant independent of each other or whether linking the two production processes into a single project is the more prudent path.
The Company also holds a
The Company is currently focused on the advancement of a rare earth processing and separation demonstration-scale plant (the “Demonstration Plant”). The Demonstration Plant will initially process already stockpiled high-grade sample materials from the Bear Lodge REE Project, and this may be expanded to the processing of feed materials from other sources at some future date. The Company is also focused on advancing the permitting and licensing of the Bear Lodge REE Project, specifically the mine and commercial processing facility.
In January 2021, a consortium of companies, of which the Company is a part, received notice from the Department of Energy (the “DoE”) that the consortium had been selected for negotiation of a potential financial award for the engineering, construction and operation of the Demonstration Plant. The financial award was finalized in October 2021. The Company’s contractual arrangement with General Atomics, an affiliate of Synchron, the Company’s majority shareholder, with respect to the DoE award, was entered into in December 2021. See Note 4 for additional details regarding the consortium arrangement, the Cooperative Agreement, and the Cost Share Agreement with General Atomics.
To address the Company’s funding needs, including the funding required for completion of the Demonstration Plant, the Company completed a third rights offering in March 2026 for gross proceeds of $
Since inception, the General Atomics-led consortium has experienced rising project costs for the Demonstration Plant, including increased final equipment costs, due to inflation, among other factors. The Company currently estimates the total cost of the Demonstration Plant, from inception, to be approximately $
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RARE ELEMENT RESOURCES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(all amounts stated in thousands of U.S. dollars except share and per share amounts)
(unaudited)
In December 2022, the Demonstration Plant achieved its final engineering design milestone, marking the DoE’s first go/no-go decision point. A second go/no-go gating milestone was achieved in December 2023 with the issuance by the DoE of a Project Continuation Notice, allowing for the construction of the Demonstration Plant.
In September 2024, the DoE issued its final Project Continuation Notice following its approval of the revised project budget of $
Early in 2025, the Company identified several design and equipment issues during the Demonstration Plant’s operational acceptance testing phase, which followed the completion of construction activities. After identifying these issues, the Company assumed full control of the management of the project and initiated a complete design review in April 2025, which identified further operational and safety concerns. The implementation of corrective actions and upgrades commenced immediately thereafter and continued into early 2026. As a result, Demonstration Plant operations did not formally commence until March 2026.
The Company has incurred losses since its inception, and further losses are anticipated in the development of its business. As of March 31, 2026, the Company had cash and cash equivalents of $
The Company currently estimates that with (i) the net proceeds of approximately $
2. BASIS OF ACCOUNTING AND PRESENTATION
In accordance with U.S. GAAP for interim financial statements, these unaudited condensed consolidated financial statements do not include certain information and note disclosures that are normally included in annual financial statements prepared in conformity with U.S. GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2025, which were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal, recurring nature) necessary to present fairly in all material respects the Company’s financial position as of March 31, 2026, and the results of its operations and cash flows for the three months ended March 31, 2026 and 2025 in conformity with U.S. GAAP on a going concern basis. These interim results of operations for the three months ended March 31, 2026 may not be indicative of the results that will be realized for the full year ending December 31, 2026.
Loss per Share
Loss per share is computed using the weighted average number of shares outstanding during the period. In March 2026, the Company completed the 2026 Rights Offering (see Note 7) whereby the Company offered existing shareholders the right to purchase additional common shares at $
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RARE ELEMENT RESOURCES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(all amounts stated in thousands of U.S. dollars except share and per share amounts)
(unaudited)
As of March 31, 2026 and 2025,
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):
| ● | Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
| ● | Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. |
| ● | Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. |
Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of March 31, 2026 and December 31, 2025 are presented in the following table:
Fair value at March 31, 2026 | ||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||
Assets: |
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Money market funds | $ | | $ | | $ | — | $ | — | ||||
U.S. Treasury bills | | | — | — | ||||||||
Fair value at December 31, 2025 | ||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||
Assets: |
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Money market funds | $ | | $ | | $ | — | $ | — | ||||
Money market funds are valued at cost, which approximates fair value. These amounts are included on the balance sheet in cash and cash equivalents at March 31, 2026 and December 31, 2025.
4. RELATED PARTY
Cost Share Agreement with General Atomics
In January 2021, a consortium of companies, of which the Company is a part, received notice from the DoE that the consortium had been selected for negotiation of a potential financial award for the engineering, construction, and operation of the Demonstration Plant. This consortium of companies is led by General Atomics, an affiliate of Synchron (the Company’s majority shareholder). A formal proposal was submitted by the consortium in response to a published Funding Opportunity Announcement in mid-2020 for the construction and operation of the Demonstration Plant utilizing proprietary technology to produce commercial-grade products. Under this original proposal, the DoE’s share of the Demonstration Plant project funding was estimated at $
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RARE ELEMENT RESOURCES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(all amounts stated in thousands of U.S. dollars except share and per share amounts)
(unaudited)
Plant. The Cooperative Agreement provided that up to approximately $
On November 30, 2021, the Company and General Atomics entered into a Cost Share Funding Assumption Agreement (the “Cost Share Agreement”) pursuant to which the Company agreed to assume and pay for the
On March 17, 2022, the Company executed a subcontract purchase order in the amount of $
Due to inflationary cost pressures on labor, equipment, and consumables, as well as cost increases associated with certain optimized plant engineering and design parameters, General Atomics, on behalf of the consortium, submitted to the DoE an updated Demonstration Plant project budget of approximately $
On May 16, 2024, the Company and General Atomics entered into an extension agreement to the Cost Share Agreement (the “Extension Agreement”) under which the Company agreed to make additional cash advances, of up to $
In September 2025, at the Company’s request, General Atomics and the Company formally requested a novation of the financial assistance agreement between General Atomics and the DoE, under which General Atomics’ interests under the agreement would be transferred to the Company. The novation process, which is underway and is expected to be completed during 2026, will not change the intellectual property rights held by Synchron and its affiliates in the Company’s intellectual property. Once the novation process is complete, the Company will be named the recipient of the award under the agreement and certain conditions are expected to be confirmed, including the potential for additional DoE funding for further advancements of the Demonstration Plant under an amended or separate financial assistance agreement.
The DoE has allowed the novation process to progress even though the financial assistance agreement’s term expired on September 30, 2025. If a novation is not completed, the DoE award to General Atomics could be terminated, and final disposition of the assets and decommissioning activities would be negotiated with the DoE. Although the Company expects the novation process to be completed in 2026, there is no assurance of the process progressing in a timely manner or being completed at all.
Since inception, the Company has (i) advanced $
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RARE ELEMENT RESOURCES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(all amounts stated in thousands of U.S. dollars except share and per share amounts)
(unaudited)
directly another $
The following table summarizes the related party receivable activity with General Atomics for reimbursable costs incurred by the Company under the Cost Share Agreement for the three months ended March 31, 2026:
Balance of receivables due from General Atomics at beginning of period | $ | | |
Reimbursable costs invoiced by the Company during the period | | ||
Balance of receivables due from General Atomics at end of period | $ | |
5. WYOMING ENERGY AUTHORITY GRANT
In June 2023, the Company, and the WEA entered into a Funding Agreement (the “WEA Funding Agreement”) pursuant to which the WEA agreed to fund, subject to certain conditions, a $
The WEA Funding Agreement will terminate when the funding has been fully disbursed, but no later than June 30, 2026, unless terminated sooner by either party in accordance with the terms of the WEA Funding Agreement. The WEA Funding Agreement may be terminated (i) by either party if the WEA does not receive the requested funding from the ERC or if the grant funds are not allocated or available for the continued performance of the WEA Funding Agreement, or (ii) by the WEA immediately for cause if the Company fails to perform in accordance with the terms of the WEA Funding Agreement.
As of December 31, 2023, the Company had met the conditions allowing for the invoicing of $
6. LEASES
Effective September 21, 2021, the Company entered into a lease agreement (the “Property Lease”) for real property, including land and buildings in Upton, Wyoming for the Demonstration Plant. The Property Lease, which had an initial -month term, allows for annual renewals, which at the Company’s
The Property Lease, which is classified as an operating lease, generally provides for base rent, and requires the Company to pay all insurance, personal property taxes on any structure or improvements made by the Company and other maintenance costs. The Property Lease provides for an annual cost of living adjustment but contains no residual value guarantees or restrictive covenants. Pursuant to the Property Lease, the Company is obligated to remove certain Company completed property improvements, though those items requiring removal, if any, will be confirmed with the lessor prior to the termination of the Property Lease.
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RARE ELEMENT RESOURCES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(all amounts stated in thousands of U.S. dollars except share and per share amounts)
(unaudited)
For purposes of the following table, payments under the Property Lease are assumed to run through September 30, 2027. If the completion of the Demonstration Plant operations dictates further extensions beyond this date, the Company may extend the term of the Property Lease.
Total future minimum lease payments under the Property Lease as of March 31, 2026, were as follows:
2026 | $ | ||
2027 | |||
Total lease payments | |||
Less interest | ( | ||
Present value of lease payments(1) | $ |
(1) As of March 31, 2026, $
For the three months ended March 31, 2026, $
For the three months ended March 31, 2026, the Company incurred interest expense on lease liabilities of $
As of March 31, 2026, the weighted average lease term for the Company’s operating lease was years (including expected renewal options) and the weighted average discount rate was estimated at
7. SHAREHOLDERS’ EQUITY
Stock-based compensation
As of March 31, 2026, the Company had
The 2011 Plan was replaced in 2022 by the 2022 Plan and, as such,
Under the 2022 Plan, as approved by the Company’s shareholders at the annual meeting of shareholders on August 23, 2022, the Board of Directors (the “Board”) is authorized to grant stock options, stock appreciation rights, restricted stock units, performance stock units and other cash and share-based awards to eligible directors, officers, employees, or consultants up to a maximum of
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RARE ELEMENT RESOURCES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(all amounts stated in thousands of U.S. dollars except share and per share amounts)
(unaudited)
The following table summarizes the Company’s stock option activity for each of the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, | |||||||||||
2026 | 2025 | ||||||||||
Weighted | Weighted | ||||||||||
Average | Average | ||||||||||
Number of Stock | Exercise | Number of Stock | Exercise | ||||||||
| Options | | Price | | Options | | Price | ||||
Outstanding, beginning of period |
| | $ | |
| | $ | | |||
Exercised |
| ( | $ | |
| ( | $ | | |||
Cancelled/Expired |
| — | $ | — |
| ( | $ | | |||
Outstanding, end of period |
| | $ | |
| | $ | | |||
Exercisable, end of period |
| | $ | |
| | $ | | |||
Non-vested, end of period |
| — | $ | — |
| — | $ | — | |||
On January 28, 2026, being the exercise date, the
The following table summarizes the intrinsic value and weighted average remaining life for stock options as of March 31, 2026:
Weighted | |||||
Average | |||||
Remaining | |||||
As of March 31, 2026: | | Intrinsic Value (1) | Life (Years) | ||
Stock options outstanding | $ | | |||
Stock options exercisable | $ | |
| (1) | Intrinsic value is a measure of the value of those in-the-money stock options at March 31, 2026, where (i) in-the-money value is determined by comparing the option’s exercise price to the Company’s closing share price on March 31, 2026 and (ii) only options having an exercise price less than the Company’s closing share price on March 31, 2026 are deemed to have an intrinsic or inherent value. |
Stock-based compensation expense is included in corporate administration expenses within the Company’s interim condensed consolidated statements of operations. For the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense of $
As of March 31, 2026, all outstanding stock options are fully vested and exercisable.
2026 Rights Offering
On March 4, 2026, the Company completed the 2026 Rights Offering for gross proceeds of $
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RARE ELEMENT RESOURCES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(all amounts stated in thousands of U.S. dollars except share and per share amounts)
(unaudited)
The net proceeds from the 2026 Rights Offering will be used to support (i) the continued operation of the Demonstration Plant; (ii) the advancement of projects for the as-constructed Demonstration Plant beyond the current neodymium/praseodymium (Nd/Pr) separation objectives, including applying the technology to the separation of heavy REEs (“HREEs”) and to third-party feed sources; (iii) the completion of federal and state permitting and licensing for the Bear Lodge REE Project; and (iv) for other general corporate purposes.
Loss per Share
After adjustment for the bonus element included in the 2026 Rights Offering (see Note 2), the weighted average number of shares outstanding used in the Company’s loss per share calculations for the three months ended March 31, 2026 increased from
8. COMMITMENTS AND CONTINGENCIES
Potential environmental contingency
The Company’s exploration and development activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally have become more restrictive. The Company conducts its operations to protect public health and the environment and believes that its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. The ultimate amount of reclamation and other future site restoration costs associated with the Company’s existing mining interests is uncertain and may exceed current estimates. As of March 31, 2026 and December 31, 2025, these costs were estimated at $
Contract commitment – related party
Pursuant to the Cost Share Agreement between the Company and General Atomics, as extended and as expected to be amended in 2026, if required (see Note 4), the Company has agreed to assume and pay for certain allowable costs under the DoE-approved Demonstration Plant budget incurred by General Atomics and the other consortium members for the design, construction, operation, and decommissioning of the Demonstration Plant.
9. GEOGRAPHIC AND SEGMENT INFORMATION
The Company operates in a reportable operating segment: that segment being minerals exploration and development. The Company’s sole minerals exploration property is its Bear Lodge Property, located near the town of Sundance in the state of Wyoming. The segment, which includes the Demonstration Plant project, does
10. SUBSEQUENT EVENTS
None.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis of the consolidated financial results and condition of Rare Element Resources Ltd. (collectively, “we,” “us,” “our,” “RER” or the “Company”) for the three months ended March 31, 2026, has been prepared based on information available to us as of May 13, 2026. This discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included herewith and the audited Consolidated Financial Statements of RER for the year ended December 31, 2025, and the related notes thereto filed with our Annual Report on Form 10-K for the year ended December 31, 2025, 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, performance, or achievements 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 Quarterly Report. See “Cautionary Note Regarding Forward-Looking Statements.”
All currency amounts are expressed in thousands of U.S. dollars, unless otherwise noted.
Overview and Outlook
Our primary focus is on the operation of the Demonstration Plant, and as of late 2025, the resumption of licensing and permitting activities for our Bear Lodge REE Project. The licensing and permitting efforts are expected to continue into early 2028.
If successful, the Demonstration Plant will show that our proprietary extraction technology is able to process and separate certain REEs from high grade sample materials extracted from our Bear Lodge REE Project in a more efficient and economical manner than traditional REE processing methods and will serve as a precursor to inform the design and estimated cost for a full-scale production facility.
In September 2024, the DoE issued its final Project Continuation Notice, confirming the Demonstration Plant’s readiness for operations. This notice, along with the NRC’s approval of operations received in October 2024, cleared the path for operations of the Demonstration Plant to formally commence, with operations to process and separate REEs from the previously stockpiled high-grade sample materials from the Bear Lodge REE Project. During the three months ended March 31, 2026, the Company continued work on the Demonstration Plant project as described below, and this work is expected to continue until the completion of the Demonstration Plant’s operations.
In early 2025, several design and equipment issues were identified during the Demonstration Plant’s equipment testing phase. As a result of these issues, we initiated an as-built design review in April 2025. Following the review and related project rework, Demonstration Plant operations formally commenced in March 2026 and are expected to continue for up to 12 months. During the operations phase, the Demonstration Plant is expected to produce up to 10 tons of NdPr oxide.
In June 2023, the Company entered into the WEA Funding Agreement for a $4,400 grant from the WEA to be used toward the advancement of the Demonstration Plant. As of March 31, 2026, the Company had received $4,000 of the $4,400 WEA grant total. The remaining $400 of the $4,400 grant total, which is conditioned on Demonstration Plant operations and a report to the WEA, is currently expected to be invoiced in mid-2026. See Note 5 to the Condensed Consolidated Financial Statements for additional details regarding the WEA Funding Agreement.
As discussed in Note 4 to the Condensed Consolidated Financial Statements, the Demonstration Plant’s project costs, have increased since inception, due to inflation and other factors. The Company currently estimates the total cost of the Demonstration Plant from inception, inclusive of operating cost estimates through completion of the Demonstration Plant’s operations phase, to be approximately $77,500.
Through March 31, 2026, the DoE had made payments totaling approximately $20,500 towards its commitment of approximately $24,200, leaving a balance of approximately $3,700 to be collected from the DoE under the current cost share award.
To fund the Company’s share of these cost increases, in March 2026, the Company completed the 2026 Rights Offering for gross proceeds of $30,968. See Note 7 to the Condensed Consolidated Financial Statements for additional details regarding the terms of the 2026 Rights Offering. The 2026 Rights Offering closed on March 4, 2026, generating net proceeds of $30,478. These funds, in conjunction with the funds already on hand and those funds still expected to be received from the DoE and WEA, will be used to progress the Company’s business strategy, which includes (i) the continued operation of the Demonstration Plant for a sufficient time to provide
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the information to support a commercialization decision, (ii) the advancement of projects for the as-constructed Demonstration Plant beyond the current NdPr separation objectives, including applying the technology to the separation of HREEs and possibly to third party feed sources, (iii) the completion of federal and state permitting and licensing for the Bear Lodge REE Project, and (iv) other general corporate purposes.
Even with the funds already on hand, the funds raised in the 2026 Rights Offering, and the expected receipt of the remaining WEA grant monies and DoE funds, the Company will still require additional funding to design, construct, and operate the Bear Lodge REE Project.
Ultimately, in the event the Company cannot secure additional financial resources or complete a strategic transaction, the Company may need to curtail its plans for the Demonstration Plant, suspend permitting and development of the Bear Lodge REE Project or other initiatives, or potentially liquidate its business interests, and investors may lose all or part of their investment.
Current External Factors Impacting our Business
During the first three months of 2026, we continued to monitor the U.S. political climate and federal actions aimed at securing a domestic REE supply chain. The Trump Administration has sustained and expanded initiatives from prior years to reduce reliance on China-dominated REE supply chains and strengthen the U.S. defense industrial base.
Key developments in 2025 and early 2026 include:
| ● | Multiple Executive Orders directing federal agencies to fast-track permitting, funding, and offtake agreements for domestic critical mineral projects, with specific emphasis on REE processing and national defense stockpiles. |
| ● | The April 2025 Section 232 investigation into imports of processed critical minerals (focused on REEs), which culminated in a January 2026 Presidential Proclamation declaring current import levels a national security threat and directing negotiations for “Critical Mineral Trade Agreements” with allies. |
| ● | The DoE’s December 2025 announcement of $134,000 in targeted funding for REE separation, refining (particularly HREEs), and permanent magnet production. |
| ● | In January 2026, the Administration’s proposed G7-level price floor mechanism for neodymium-praseodymium (NdPr) and other magnet-related rare earths designed to protect domestic producers from price volatility. |
| ● | In February 2026, President Trump’s “Project Vault,” a $12,000,000 U.S. Strategic Critical Minerals Reserve structured as a public-private partnership with $10,000,000 in EXIM Bank backing was announced. The program is designed to serve as a “buyer of last resort” for U.S.-processed REEs, providing guaranteed offtake and shielding domestic producers from foreign export restrictions and predatory pricing. |
In October 2025, China announced enhanced export controls covering 12 of 17 REEs, including extraterritorial requirements for foreign-produced items containing even 0.1% Chinese-origin REEs or manufactured using Chinese refining equipment, as well as a prohibition on REE exports for military applications. Following a meeting between President Trump and Chinese President Xi Jinping on October 30, 2025, China agreed to suspend these enhanced controls, along with certain other related curtailments, for one year as part of a broader trade truce. As of March 2026, no new Chinese restrictions have been announced, and REE export volumes from China have increased following streamlined licensing. The Company continues to monitor these developments, as ongoing geopolitical tensions and U.S. tariffs/trade measures could affect REE supply chains and our project economics.
The U.S. government has also accelerated direct financial support for domestic REE and critical minerals projects throughout 2025 and early 2026, including equity or warrant participation and infrastructure funding. The Company continues to evaluate opportunities to participate in these programs.
Other external factors, including the lingering effects of the COVID-19 pandemic, the Russia/Ukraine conflict, and Middle East conflict, including the Iran War, have reinforced the U.S. focus on secure domestic supply chains for REEs and critical minerals. The ultimate impact of these evolving U.S. and Chinese government actions on the REE supply chain and our business operations remains uncertain.
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Results of Operations
Summary
Our consolidated net loss for the three months ended March 31, 2026 was $2,133, or $0.00 per share, compared with our consolidated net loss of $2,395, or $0.00 per share, for the three months ended March 31, 2025. See our discussion below for the primary drivers of this change. As an exploration stage company, we had no properties in production and generated no revenues during either period.
Exploration and Evaluation
Our exploration and evaluation costs totaled $1,719 for the three months ended March 31, 2026, compared with $1,877 for the three months ended March 31, 2025. This decrease of $158 was largely attributable to the activities associated with our Demonstration Plant as we shifted from final construction and testing activities during the quarter ended March 31, 2025, to plant rework and operations start-up activities during the quarter ended March 31, 2026.
Corporate Administration
Our corporate administration costs decreased by $170 on a comparative year-over-years basis, decreasing from $750 for the three months ended March 31, 2025 to $580 for the three months ended March 31, 2026. This decrease was largely attributable to the additional costs incurred in the filing of our Form S-3 registration statement during the three months ended March 31, 2025.
Interest Income
For the three months ended March 31, 2026 and 2025, the Company generated interest income of $213 and $284, respectively, on investments of its cash holdings. This decrease of $71 was primarily due to the lower rates of interest earned on our invested cash balances during the quarter ended March 31, 2026.
Financial Position, Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $2,725 for the three months ended March 31, 2026, compared with $2,269 for the same period in 2025. This increase of $456 was largely attributable to changes in our working capital that consumed $646 of cash during the three months ended March 31, 2026, while generating cash of $77 during the three months ended March 31, 2025.
Investing Activities
Net cash used in investing activities of $59 for the three months ended March 31, 2025 was for the purchase of equipment. There were no similar transactions during the comparative 2026 period.
Financing Activities
Net cash provided by financing activities of $30,553 for the three months ended March 31, 2026 stemmed from the receipt of $30,478 in net proceeds from the 2026 Rights Offering and $75 from the exercise of stock options. There were no similar transactions during the three months ended March 31, 2025.
Financial Position, Liquidity and Capital Resources
At March 31, 2026, we had a working capital balance of $48,102, which was an increase of $28,436 from our December 31, 2025 working capital balance of $19,666. This increase was largely the result of the net proceeds received from the 2026 Rights Offering, partially offset by operating cash flows.
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As discussed in Note 5 to the Condensed Consolidated Financial Statements, the Company entered into the WEA Funding Agreement in June 2023 for a $4,400 grant. As of March 31, 2026, the Company had received $4,000 of the $4,400 grant total, with the remaining $400 forecasted for collection in mid-2026.
As discussed in Note 4 to the Condensed Consolidated Financial Statements and in “Overview and Outlook” above, the Demonstration Plant’s project costs have increased since inception. The DoE pledged an additional commitment of $2,400 (increasing its total commitment to approximately $24,200) in September 2024 to help fund a portion of this budget increase, with the balance to be funded by the Company, including any amounts in excess of the $53,600 revised budget total. The Company currently estimates the total Demonstration Plan project cost to be approximately $77,500, inclusive of cost estimates through the Demonstrations Plant’s operations phase.
Through March 31, 2026, the DoE has paid a total of approximately $20,500 towards its commitment of approximately $24,200, leaving a balance of approximately $3,700 to be invoiced and collected from the DoE under the current cost share award.
As discussed in Note 1 to the Condensed Consolidated Financial Statements and in “Overview and Outlook” above, design and equipment issues identified in early 2025 led to a complete design review and the implementation of corrective actions and upgrades that continued into 2026, with Demonstration Plant operations formally commencing in March 2026.
The funds raised by the Company in the 2026 Rights Offering (see Note 7 to the Condensed Consolidated Financial Statements), in conjunction with the funds already on hand and those funds expected to be received from the DoE and WEA, will be used to progress the Company’s business strategy as described in “Overview and Outlook” above. However, even with these funds, the Company will still require substantial additional funds to complete the design, construction, and operation of a commercial mine and plant for the Bear Lodge REE Project.
Ultimately, in the event the Company cannot secure additional financial resources or complete a strategic transaction, the Company may need to curtail its plans for the Demonstration Plant, suspend permitting and/or development of the Bear Lodge REE Project or other initiatives, or potentially liquidate its business interests, and investors may lose all or part of their investment.
Contractual Obligations
Financial Assistance Agreement
As discussed in Note 4 to the Condensed Consolidated Financial Statements, in September 2025, at the Company’s request, General Atomics and the Company formally requested a novation of the financial assistance agreement between General Atomics and the DoE. If completed, the Company would be named the recipient of the award under the novated agreement and certain conditions are expected to be confirmed, including the potential for additional DoE funding support for further advancements of the Demonstration Plant.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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 the Chief Executive Order (“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 SEC’s rules and forms and (ii) information required to be disclosed by us in the reports that we
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file or submit under the Exchange Act is accumulated and communicated to 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 March 31, 2026, 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.
ITEM 1A. RISK FACTORS
During the three months ended March 31, 2026, there were no material changes to the risk factors disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025.
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 RER.
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, 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 three months ended March 31, 2026, the Company was not subject to regulation by MSHA under the Mine Act.
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements and Policies
During the quarter ended March 31, 2026,
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ITEM 6. EXHIBITS
Exhibit | | Description |
|---|---|---|
31.1+ | Certification of Chief Executive Officer pursuant to Rule 13a-14 promulgated under the Securities and Exchange Act of 1934, as amended | |
31.2+ | Certification of Chief Financial Officer pursuant to Rule 13a-14 promulgated under the Securities and Exchange Act of 1934, as amended | |
32.1++ | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2++ | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS+ | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH+ | XBRL Schema Document | |
101.CAL+ | XBRL Calculation Linkbase Document | |
101.DEF+ | XBRL Definition Linkbase Document | |
101.LAB+ | XBRL Label Linkbase Document | |
101.PRE+ | XBRL Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
+ | Filed herewith. |
++ | Furnished herewith. |
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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. | ||
|
| |
|
| |
| By: | /s/ Ken Mushinski |
| Ken Mushinski | |
| President, Chief Executive Officer and Director | |
| (Principal Executive Officer) | |
| ||
| Date: | May 13, 2026 |
By: | /s/ Wayne E. Rich | |
Wayne E. Rich | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
Date: | May 13, 2026 | |
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