UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2022
RARE ELEMENT RESOURCES LTD.
(Exact name of registrant as specified in its charter)
British Columbia, Canada | 001-34852 | |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
P.O. Box 271049 | 80127 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: | (720) 278-2460 |
Not Applicable |
(Former name or former address, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Resignation and Appointment
Effective as of March 31, 2022, Kenneth J. Mushinski resigned as a director of Rare Element Resources Ltd. (the “Registrant”) and as a member of the Nominating, Corporate Governance and Compensation Committee (the “NCG&C Committee”) of the board of directors of the Registrant (the “Board”). His resignation was not the result of any disagreement with the Registrant on any matter related to the Registrant’s operations, policies or practices.
On March 31, 2022, pursuant to the terms of the Investment Agreement, dated October 2, 2017, between Synchron, a California corporation and the Registrant’s largest shareholder (“Synchron”), and the Registrant, Synchron designee Nicole J. Champine was appointed to the Board. In addition, Ms. Champine (i) was named a member of the NCG&C Committee of the Board and (ii) entered into an indemnity agreement with the Registrant on the same terms as those contained in the indemnity agreements with the Registrant’s other directors. Ms. Champine is the Vice President and General Counsel of Cordillera Corporation, an affiliate of Synchron.
Chief Financial Officer Appointment
On March 28, 2022, Wayne E. Rich was appointed as the Chief Financial Officer of the Registrant.
Mr. Rich, 57, most recently served as Vice President of Finance, Treasurer and Corporate Secretary of Eden Innovations LLC from August 2017 to March 2022. He served as Chief Financial Officer of Star Mountain Resources, Inc. from November 2015 to January 2017, and as Chief Financial Officer of Northern Zinc, LLC from May 2015 to November 2015, when it was acquired by Star Mountain Resources, Inc., which filed for Chapter 11 bankruptcy protection in February 2018. Mr. Rich served in various capacities at Prospect Global Resources, Inc., a publicly traded mining company, including as Chief Financial Officer and Vice President of Finance (September 2011–December 2012) and Senior Vice President of Accounting and Treasury (December 2012–May 2014). From October 2008 to September 2011, he served as Treasurer and Director of Corporate Finance of Thompson Creek Metals Inc., a publicly traded metals and mining company. Prior to that, he served in several capacities at The Doe Run Resources Corporation, an integrated mining and metals manufacturing company, from August 1998 to October 2008, including as Treasurer (April 2007–October 2008) and Assistant Treasurer (July 2004–April 2007). Mr. Rich began his career with KPMG Peat Marwick. Mr. Rich holds a Master’s in Business Administration from Illinois State University and a Bachelor’s of Science in Accountancy from Eastern Illinois University. There are no family relationships between Mr. Rich and any director or executive officer of the Registrant, and there are no transactions between Mr. Rich and the Registrant that require disclosure pursuant to Item 404 of Regulation S-K.
Pursuant to an employment agreement (the “Employment Agreement”) between Mr. Rich and Rare Element Resources, Inc., a Wyoming corporation and wholly owned subsidiary of the Registrant (the “Company”), (i) Mr. Rich’s initial annual base salary is US$215,000, (ii) Mr. Rich will be eligible to receive an annual performance bonus and such long-term incentive awards as may be determined by the Board, and (iii) Mr. Rich will be eligible to participate in the employee benefit programs of the Registrant.
Pursuant to the terms of the Employment Agreement, Mr. Rich is entitled to separation benefits in the event that his employment is terminated by the Company without “cause” (as defined in the Employment Agreement) or by Mr. Rich for “good reason” (as defined in the Employment Agreement) due to certain reasons, including a material change in title or duties, a material reduction in compensation, a material geographic relocation, a material breach of the Employment Agreement by the Company or the failure by the Company to maintain reasonable directors and officers liability insurance acceptable to the Board, in each case which the Company has failed to cure. The severance payment to be received by Mr. Rich upon termination under the circumstances described above will be equal to one year of Mr. Rich’s base salary in effect on the date of termination and paid to Mr. Rich in a lump sum 60 days after the date of such termination. In addition, Mr. Rich’s equity incentive awards will vest as of the date of termination, provided that Mr. Rich executes a general release of claims.
Pursuant to the terms of the Employment Agreement, Mr. Rich will be indemnified by the Company for all losses, settlements and other amounts arising from all claims or proceedings in which Mr. Rich may be involved relating to the business or affairs of the Company if in each case Mr. Rich acted in good faith and in a manner that he believed to be in the best interest of the Company, and his conduct did not constitute gross negligence or willful or wanton misconduct. In
addition, during the term of Mr. Rich’s employment and for six years after his employment terminates, or so long as the Company’s directors and officers liability insurance or indemnification policy (“D&O Policy”) remains in effect, whichever period is shorter, Mr. Rich will be entitled to coverage under the D&O Policy.
As consideration for the separation benefits under the Employment Agreement, Mr. Rich agreed to certain confidentiality obligations with respect to proprietary information of the Company, the Registrant, and their respective parents, subsidiaries and related entities (the “Company Group”) gained as a result of his employment. In addition, Mr. Rich is subject to non-compete provisions under the Employment Agreement that prohibit him from engaging in any “competitive business” (as defined in the Employment Agreement) during the term of the Employment Agreement or for a period of one year following termination within certain geographical boundaries based on the locations where the Company Group does business. Mr. Rich is also prohibited during the term of the Employment Agreement and for one year following termination from soliciting the services of any employee of the Company Group or the business of any customer of the Company Group.
The foregoing description of the Employment Agreement is qualified in its entirety by the terms of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
In connection with his appointment as Chief Financial Officer, Mr. Rich received options to purchase 125,000 common shares of the Company. The stock options have a term of ten years and one-third of the grant will vest on each of the one-year, two-year and three-year anniversaries following the grant date.
Item 7.01Regulation FD Disclosure.
On March 29, 2022, Rare Element Resources Ltd. issued a press release announcing, among other things, the appointment of Mr. Rich as Chief Financial Officer of the Registrant. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.1, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit | Description | |
10.1* | ||
99.1 | ||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101. |
* Indicates a management contract or compensatory plan, contract or arrangement.
SIGNATURE
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 hereunto duly authorized.
Date: March 31, 2022
RARE ELEMENT RESOURCES LTD. | ||
By: | /s/ Randall J. Scott | |
Name: | Randall J. Scott | |
Title: | President and Chief Executive Officer |
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is made and entered into effective as of March 28, 2022 (the “Effective Date”) by and between Wayne Rich (the “Employee”) and Rare Element Resources, Inc., a Wyoming corporation (the “Company”).
RECITALS
WHEREAS, the Employee desires to be employed as the Chief Financial Officer of the Company, and the Company wishes to employ the Employee in such capacity; and
WHEREAS, the Company and the Employee wish to enter into this Agreement to memorialize the terms and conditions of the Employee’s employment.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties agree as follows:
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[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the date first above written.
THE COMPANY
RARE ELEMENT RESOURCES, INC.
By: /s/ Randall Scott
Name: Randall Scott
Title: Chief Executive Officer
THE EMPLOYEE
/s/ Wayne Rich
Wayne Rich
[Signature Page TO EMPLOYMENT Agreement]
EXHIBIT A
GENERAL RELEASE OF CLAIMS
This General Release (this “Release”) is entered into as of this ____ day of __________, 20__, by and between Wayne Rich (the “Employee”) and Rare Element Resources, Inc. (the “Company”) (collectively, the “Parties”).
WHEREAS, the Employee is a party to that certain Employment Agreement, effective as of March 14, 2021 (the “Agreement”), governing the terms and conditions applicable to the Employee’s termination of employment under certain circumstances;
WHEREAS, pursuant to the terms of the Agreement, the Company has agreed to provide the Employee certain benefits and payments under the terms and conditions specified therein, provided that the Employee has executed and not revoked a general release of claims in favor of the Company and certain of its affiliates and related parties; and
WHEREAS, the Parties wish to terminate their relationship amicably and to resolve, fully and finally, all actual and potential claims and disputes relating to the Employee’s employment with and termination from the Company and all other relationships between the Employee and the Company, up to and including the date of execution of this Release.
NOW, THEREFORE, in consideration of these recitals above and the promises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties, intending to be legally bound, agree as follows:
1. | Termination of Employee. The Employee’s employment with the Company shall terminate on __________, 20__ (the “Termination Date”). |
2. | Severance Benefits. Pursuant to the terms of the Agreement, and in consideration of the Employee’s release of claims and the other covenants and agreements contained herein and therein, and provided that the Employee has signed this Release and delivered it to the Company and has not exercised any revocation rights as provided in Section 6 below, the Company shall provide the severance benefits described in Section 7.2 of the Agreement (the “Benefits”) in the time and manner provided therein; provided, however, that the Company’s obligations will be excused if the Employee breaches any of the provisions of the Agreement, including, without limitation, Section 9 thereof. The Employee acknowledges and agrees that the Benefits constitute consideration beyond that which, but for the mutual covenants set forth in this Release and the covenants contained in the Agreement, the Company otherwise would not be obligated to provide, nor would the Employee otherwise be entitled to receive. |
3. | Effective Date. Provided that it has not been revoked pursuant to Section 6 hereof, this Release will become effective on the eighth (8th) day after the date of its execution by the Employee (the “Effective Date”). |
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4. | Effect of Revocation. The Employee acknowledges and agrees that if the Employee revokes this Release pursuant to Section 6 hereof, the Employee will have no right to receive the Benefits. |
5. | General Release. In consideration of the Company’s obligations, the Employee hereby releases, acquits and forever discharges the Company and each of its parent, subsidiaries and affiliates and each of their respective officers, employees, directors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions or causes of action in any way related to his employment with the Company or the termination thereof, whether arising from tort, statute or contract, including, but not limited to, claims of defamation, claims arising under the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the discrimination and wage payment laws of any state, and any other federal, state or local statutes or ordinances of the United States, it being the Employee’s intention and the intention of the Company to make this Release as broad and as general as the law permits. Notwithstanding the foregoing, the parties understand that this Release does not waive any of Employee’s rights or claims (i) that may arise after his execution of this Release, or (ii) for payments owed to Employee pursuant to the terms hereof. |
6. | Review and Revocation Period. The Employee acknowledges that the Company has advised the Employee that the Employee may consult with an attorney of the Employee’s own choosing (and at the Employee’s expense) prior to signing this Release and that the Employee has been given at least forty-five (45) days during which to consider the provisions of this Release, although the Employee may sign and return it sooner. The Employee further acknowledges that the Employee has been advised by the Company that after executing this Release, the Employee will have seven (7) days to revoke this Release, and that this Release shall not become effective or enforceable until such seven (7)-day revocation period has expired. The Employee acknowledges and agrees that if the Employee wishes to revoke this Release, the Employee must do so in writing, and that such revocation must be signed by the Employee and received by the Secretary of the Company or the Chairman of the Board of Directors of Rare Element Resources Ltd. no later than 5:00 p.m. Pacific Time on the seventh (7th) day after the Employee has executed this Release. The Employee further acknowledges and agrees that, in the event that the Employee revokes this Release, the Employee will have no right to receive any benefits hereunder, including the Benefits. The Employee represents that the Employee has read this Release and understands its terms and enters into this Release freely, voluntarily and without coercion. |
7. | Confidentiality, Non-Compete and Non-Solicitation. The Employee reaffirms Employee’s commitments in Section 9 of the Agreement. |
8. | Cooperation in Litigation. At the Company’s reasonable request, the Employee shall use good faith efforts to cooperate with the Company, its affiliates, and each of its and their respective attorneys or other legal representatives (“Attorneys”) in connection with any claim, litigation or judicial or arbitral proceeding which is material to the Company or its |
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affiliates and is now pending or may hereinafter be brought against the Released Parties by any third party; provided that, the Employee’s cooperation is essential to the Company’s case. The Employee’s duty of cooperation will include, but not be limited to (a) meeting with the Company’s and/or its affiliates’ Attorneys by telephone or in person at mutually convenient times and places in order to state truthfully the Employee’s knowledge of matters at issue and recollection of events; (b) appearing at the Company’s, its affiliates’ and/or their Attorneys’ request (and, to the extent possible, at a time convenient to the Employee that does not conflict with the needs or requirements of the Employee’s then-current employer) as a witness at depositions or trials, without necessity of a subpoena, in order to state truthfully the Employee’s knowledge of matters at issue; and (c) signing at the Company’s, its affiliates’ and/or their Attorneys’ request, declarations or affidavits that truthfully state matters of which the Employee has knowledge. The Company shall reimburse the Employee for the reasonable expenses incurred by him in the course of his cooperation hereunder and shall pay to the Employee per diem compensation in an amount equal to the daily prorated portion of the Employee’s base salary immediately prior to the Termination Date. The obligations set forth in this Section 8 shall survive any termination or revocation of this Release.
9. | Non-Admission of Liability. Nothing in this Release will be construed as an admission of liability by the Employee or the Released Parties; rather, the Employee and the Released Parties are resolving all matters arising out of the employer–employee relationship between the Employee and the Company and all other relationships between the Employee and the Released Parties. |
10. | Nondisparagement. The Employee agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders or agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation. The Company agrees that the members of the Company’s board and officers of the Company as of the date hereof will not, while employed by the Company or serving as a director of the Company, as the case may be, make negative comments about the Employee or otherwise disparage the Employee in any manner that is likely to be harmful to the Employee’s business or personal reputation. The foregoing shall not be violated by truthful statements in response to legal process or required governmental testimony or filings, and the foregoing limitation on the Company’s directors and officers will not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties for or on behalf of the Company. |
11. | Binding Effect. This Release will be binding upon the Parties and their respective heirs, administrators, representatives, executors, successors and assigns, and will inure to the benefit of the Parties and their respective heirs, administrators, representatives, executors, successors and assigns. |
12. | Governing Law. This Release will be governed by and construed and enforced in accordance with the laws of Colorado applicable to agreements negotiated, entered into and wholly to be performed therein, without regard to its conflicts of law or choice of law provisions which would result in the application of the law of any other jurisdiction. |
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13. | Severability. Each of the respective rights and obligations of the Parties hereunder will be deemed independent and may be enforced independently irrespective of any of the other rights and obligations set forth herein. If any provision of this Release should be held illegal or invalid, such illegality or invalidity will not affect in any way other provisions hereof, all of which will continue, nevertheless, in full force and effect. |
14. | Counterparts. This Release may be signed in counterparts. Each counterpart will be deemed to be an original, but together all such counterparts will be deemed a single agreement. |
15. | Entire Agreement; Modification. This Release constitutes the entire understanding between the Parties with respect to the subject matter hereof and may not be modified without the express written consent of both Parties. This Release supersedes all prior written and/or oral and all contemporaneous oral agreements, understandings and negotiations regarding its subject matter. This Release may not be modified or canceled in any manner except by a writing signed by both Parties. |
16. | Acceptance. The Employee may confirm acceptance of the terms and conditions of this Release by signing and returning two (2) original copies of this Release to the Secretary or the Chairman of the Board of Directors of Rare Element Resources, Ltd., no later than 5:00 p.m. Pacific Time forty-five (45) days after the Employee’s Termination Date. |
THE EMPLOYEE ACKNOWLEDGES AND REPRESENTS THAT THE EMPLOYEE HAS FULLY AND CAREFULLY READ THIS RELEASE PRIOR TO SIGNING IT AND UNDERSTANDS ITS TERMS. THE EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS BEEN, OR HAS HAD THE OPPORTUNITY TO BE, ADVISED BY INDEPENDENT LEGAL COUNSEL OF THE EMPLOYEE’S OWN CHOICE AS TO THE LEGAL EFFECT AND MEANING OF EACH OF THE TERMS AND CONDITIONS OF THIS RELEASE, AND IS ENTERING INTO THIS RELEASE FREELY AND VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS OTHER THAN AS SET FORTH IN THIS RELEASE.
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IN WITNESS WHEREOF, the Company and the Employee have duly executed this Release as of the date first above written.
THE COMPANY
RARE ELEMENT RESOURCES, INC.
By:
Name:
Title:
THE EMPLOYEE
Wayne Rich
[Signature Page to General Release of Claims]
Exhibit 99.1
| NEWS RELEASE RARE ELEMENT RESOURCES LTD. OTCQB: REEMF March 29, 2022 Ref: 01-2022 |
Rare Element Resources announces appointment of
Wayne Rich as Chief Financial Officer
Rare Earth Processing and Separation Demonstration Project Progresses
March 29, 2022 – Littleton, Colorado – Rare Element Resources Ltd. (the “Company” or “RER”) (OTCQB: REEMF) is pleased to announce the appointment of Wayne Rich as its Chief Financial Officer and provide a progress update on the rare earth processing and separation demonstration plant project.
Mr. Rich is a financial executive with more than 20 years of experience in the resource industry, including with mining and metals companies. His experience includes serving as Chief Financial Officer of Star Mountain Resources, Inc., Chief Financial Officer and Vice President of Finance for Prospect Global Resources, Inc., and Treasurer and Director of Corporate Finance of Thompson Creek Metals, Inc. Mr. Rich has extensive experience in public accounting and reporting, internal controls, and financial modeling. Mr. Rich holds a Master’s in Business Administration from Illinois State University and a Bachelor’s of Science in Accountancy from Eastern Illinois University. Mr. Rich’s appointment is effective March 28, 2022.
“Wayne is a proven financial professional with experience in not only the resource sector, but also in public company accounting and reporting” commented Randall Scott, the Company’s President and Chief Executive Officer. “With his executive mining experience, specifically in financings, strategic planning, and public company reporting, Wayne is an excellent addition to our uniquely qualified team as we move forward with our rare earth processing and separation demonstration plant in Wyoming.”
As previously reported, RER, along with team members General Atomics, and its affiliates, and LNV, an Ardurra Group, Inc. company, is developing a rare earth demonstration plant in Upton, Wyoming near the Company’s Bear Lodge property. The project is currently progressing through the design phase which includes detailed engineering, licensing and permitting. The Company anticipates that plant design, permitting and licensing, and construction will be complete in 18–26 months. The processing and separating of rare earth elements from previously stockpiled Bear Lodge Project material is expected to take an additional 12–14-months.
Approximately one-half of the demonstration project cost will be funded through a Department of Energy Office of Energy Efficiency and Renewal Energy (DOE/EER) Assistance Agreement to General Atomics, which was finalized on October 1, 2021. The non-federal cost share funding, in the amount of approximately $21.9 million, is being provided by the Company as a subrecipient of the award through a Cost Share Agreement between the Company and General Atomics. The Company’s cost share funds were raised through a successful rights offering which closed in December 2021.
Randall Scott commented: “The rare earth processing and separation demonstration plant, incorporating the Company’s proprietary technology, is progressing through the first budget period of the overall project. The total timeline of approximately 40 months includes project decision points along the way, the first being in late September 2022. This first budget period includes the finalization of the engineering and design of the plant and progression of permitting and licensing, along with identification of materials to be procured that require longer lead times. With our project partner General Atomics in the lead, the team is focused on meeting each milestone, especially in light of the current environment of supply disruptions and higher costs.”
The planned demonstration plant will utilize the Company’s proprietary processing and separation technology which is a closed-cycle process with fewer steps resulting in expected attendant environmental benefits and lower costs compared with current technologies. The plant is expected to produce commercial-grade neodymium/praseodymium (Nd/Pr) rare earth high-purity oxide that is used in producing high-strength permanent magnets. These high-strength permanent magnets are a key component in the manufacture of electric vehicles and wind turbines, among other technology uses.
Synchron and General Atomics are privately held companies engaged in the development and production of advanced technology products and systems for the energy and defense sectors. General Atomics is an affiliate of Synchron, the Company’s majority shareholder.
Rare Element Resources Ltd. is a publicly traded, strategic materials company focused on delivering rare earth products for technology, energy and defense applications by advancing the Bear Lodge Critical Rare Earth Project in northeast Wyoming. Bear Lodge is a significant mineralized district containing many of the less common, more valuable, critical rare earths that are essential for high-strength permanent magnets, electronics, fiber optics, laser systems for health and defense, as well as many technologies like electric vehicles, solar panels and wind turbines.
Contact
Please contact Randy Scott at +1 720-278-2460 or rscott@rareelementresources.com, for additional information.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of securities legislation in the United States and forward-looking information within the meaning of securities legislation in Canada (collectively, “forward-looking statements”).
Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are usually identified by our use of certain terminology, including “will,” “believes,” “may,” “expects,” “should,” “seeks,” “anticipates,” “plans,” “has potential to,” or “intends” (including negative and grammatical variations thereof), or by discussions of strategy or intentions. Such forward-looking statements include statements regarding the rare earth processing and separation demonstration plant, the estimated costs of the plant, the plans and timing for the funding, design, permitting, licensing, construction, and operation of the plant, and the expected production from the plant, including anticipated cost and environmental benefits from incorporation of the Company’s proprietary technology. Factors that could cause actual results to differ materially include, but are not limited to, the ability to obtain demonstration plant licensing and permits, successful further permitting activities for the Bear Lodge Project, the availability of sufficient capital for the future development and operations of the Company, and other matters discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and our other periodic and current reports filed with the SEC and available on www.sec.gov and with the Canadian securities commissions available on www.sedar.com. There can be no assurance that future developments affecting the Company will be those anticipated by management. Please refer to the discussion of these and other uncertainties and risk factors set out in our filings made from time to time with the SEC and the Canadian regulators, including, without limitation, our reports on Form 10-K and Form 10-Q. Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. While we may elect to update our forward-looking statements at any time, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.