OTC: REEMF

DESCRIPTION OF BUSINESS

We are currently focused on demonstrating the technical and economic feasibility of our proprietary processing and separation technology through the operation of a Demonstration Plant and advancing the Bear Lodge REE Project through permitting and licensing. The Bear Lodge REE Project consists of several large, disseminated REE deposits in northeast Wyoming, near the town of Sundance, and a planned hydrometallurgical plant that may be located near Upton, Wyoming. The Bear Lodge REE Project is one of the highest-grade REE deposits identified in North America containing a favorable distribution of CREE.

In its development efforts for the Bear Lodge REE Project, the Company has done extensive laboratory bench-scale and pilot plant testing on metallurgical processes to recover saleable rare earth products and has been granted two patents on its metallurgical processing innovations. More specifically, the Company has pilot tested and received patent protection for the removal of thorium from a rare earth element (REE)-containing acidic solution, as well as the selective extraction of REEs using oxalic acid. In accordance with our Intellectual Property Rights Agreement with Synchron, these patented processes have been further advanced through a trade secret process alongside General Atomics, an affiliate of Synchron, the Company’s majority shareholder.

Our near-term focus is on the operation of the Demonstration Plant and the permitting and licensing of the Bear Lodge REE Project as further described below. Assuming operation of the Demonstration Plant is successful, the Company plans to evaluate the feasibility of commercial operations through production of separated rare earth oxides utilizing ore from the Bear Lodge REE Project, as well as rare earth oxides from other sources on a commercial scale.

During the first quarter of 2016, we placed the Bear Lodge REE Project under care-and-maintenance due to financial resource constraints and market conditions, and all permitting and licensing activities were suspended at that time. With improved market conditions and the availability of necessary financial resources, we recently restarted these permitting and licensing efforts. We now anticipate that all permits and licenses for the Bear Lodge REE Project could be received within the next 24 months under the U.S. federal government’s recently implemented streamlining measures.

If and when the decision to resume the Bear Lodge REE Project development activities is made, our plan, subject to the availability of the necessary financial resources, is to commence detailed engineering for the mine and commercial processing plant. Additionally, our ability to begin construction activities on the Bear Lodge Property will be subject to various factors, including (i) the availability of adequate capital, (ii) positive results from the Demonstration Plant’s operations, (iii) an affirmative feasibility analysis, (iv) securing off-take agreements with customers at adequate prices, (v) obtaining necessary permits and licenses, and (vi) approval from the Company’s board of directors (the “Board of Directors” or the “Board”).

The Bear Lodge REE Project deposit is located near excellent mining infrastructure, including good road access and power lines within two kilometers (1.2 miles) of the Bear Lodge Property. Geographically, the Bear Lodge Property is located 100 kilometers (62.1 miles) east of Gillette, Wyoming, a major infrastructure, support, and logistics center for coal mines in the Powder River Basin that should provide ready access to many of the required production supplies and materials as well as skilled labor. Additionally, the deposit is situated only 64 kilometers (39.8 miles) from the nearest railhead at Upton, Wyoming, where the Demonstration Plant is sited and the proposed hydrometallurgical plant may also be sited, allowing access to major distribution channels via the adjacent railhead as well as convenient access to utilities and other infrastructure.

Additional information regarding the Bear Lodge REE Project and the Bear Lodge Property is included under the section heading “Item 2. Properties” in this Annual Report.

RECENT CORPORATE DEVELOPMENTS

Rare Earth Demonstration Plant Project

Construction, Commissioning and Operation of the Demonstration Plant

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 a rare earth separation and processing demonstration plant. The consortium of companies is led by General Atomics, an affiliate of Synchron, the Company’s majority shareholder, and includes certain of General Atomics’ affiliates, the Company, and LNV, an Ardurra Group, Inc. company, as engineering and construction subcontractor. A formal proposal was submitted by the consortium in response to a published Funding Opportunity Announcement in mid-2020 for the construction and operation of a rare earth separation and processing plant utilizing the Company’s proprietary technology to produce commercial-grade products. The DoE finalized the award, and an agreement was executed by the DoE’s grants/agreement officer on September 27, 2021, with an effective date of October 1, 2021. The Company, as a subrecipient of the award, along with the other consortium members, commenced work on the planning and design of the Demonstration Plant project in November 2021, with the Company’s contractual arrangement with General Atomics finalized in December 2021 (“Cost Share Agreement”). The DoE’s original funding commitment was in the amount of $21,900 and represented approximately one-half of the originally estimated costs for the Demonstration Plant.

In September 2024, the DoE issued its final Project Continuation Notice, confirming the Demonstration Plant’s readiness for operations. This notice, along with the U.S. Nuclear Regulatory Commission’s (the “NRC”) 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 Bear Lodge Property mineral sample. At this time, the DoE increased its funding commitment to $24,200.

Since inception, the General Atomics-led consortium has seen increases in the Demonstration Plant’s project costs, including its final equipment costs, due to, among other factors, inflation. As a result of these cost pressures, General

Atomics, on behalf of the consortium, submitted to the DoE an updated Demonstration Plant construction and operations budget in 2024 of approximately $53,600, which was approximately 22% higher than the original budget of approximately $43,800. In response, 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, now estimated to be approximately $77,500, inclusive of operating cost estimates through December 31, 2026.

As of December 31, 2025, approximately $3,700 of the DoE’s total funding commitment of $24,200 remained outstanding.

Wyoming Energy Authority Financial Award

In June 2023, the Company entered into the WEA Funding Agreement for its previously announced award of a $4,400 grant from the WEA to be used toward the advancement of the Demonstration Plant. This award, along with funds contributed by the Company and the DoE, is being used to fund the Demonstration Plant’s construction and operating costs. As of December 31, 2023, the Company had met the conditions allowing for the invoicing of $2,000 of the $4,400 WEA grant total. This $2,000 was subsequently received on January 31, 2024. By September 30, 2024, the Company had met the conditions allowing for the invoicing of an additional $2,000, which was subsequently received in November 2024. The remaining $400 of the $4,400 grant total, which is conditioned on the operations of the Demonstration Plant and a final report submittal, will be invoiced to the WEA upon submission of the final report, which is currently expected to occur mid-2026.

Bear Lodge Permitting and Licensing Restart

In early 2016, we placed the Bear Lodge REE Project on care-and-maintenance, and all licensing and permitting activities were suspended, including the National Environmental Policy Act (“NEPA”) process, state permitting, and the NRC source material license process. The Company continued to hold the Bear Lodge REE Project on care-and-maintenance through 2023. In 2024, we resumed certain of these activities, including certain environmental data collection and technical report updates. In early 2026, the Company formally restarted the licensing and permitting of the Bear Lodge REE Project for both federal and state permitting.

Financing Activities

As a result of its financing needs, the Company commenced a rights offering on February 6, 2026, in which each holder of the Company’s common shares as of the record date of January 30, 2026, was eligible to participate. On March 4, 2026, the Company closed the rights offering for gross proceeds of approximately $30,900 (the “2026 Rights Offering”).

Even with the funds currently on hand, the funds raised in the 2026 Rights Offering and the expected receipt of the remainder of the DoE financial support and WEA grant monies, the Company will not have sufficient funds to progress certain activities, including the engineering, development, and construction of its Bear Lodge REE Project. In the event the Company cannot secure additional financial resources or complete a strategic transaction in the longer term relating to the development of its Bear Lodge REE Project, it may need to suspend its operational plans or liquidate its business interests, and investors may lose all or part of their investment.

Current External Factors Impacting our Business

Throughout 2025, we continued to monitor the general U.S. political climate and actions taken by the U.S. government to secure a domestic rare earth supply chain. Due to the dominance of China over the REE supply chain, the U.S. federal government has issued several Presidential Executive Orders, under the Biden Administration and the first and second Trump Administrations, to encourage and support the establishment of a domestic REE supply chain and to strengthen the defense industrial base with respect to critical minerals, including REEs. In 2025 and into early 2026, the Trump Administration has continued the federal government’s focus on advancing a robust domestic critical mineral and rare earth supply chain, through agency regulatory actions and financial support initiatives directed to industry participants.

Presidential and Administrative Critical Mineral Initiatives

On January 20, 2025, President Trump issued the “Unleashing American Energy” Executive Order, which included: (1) several urgent critical mineral and rare earth directives, including the immediate review of all agency actions that potentially burden the development of domestic energy resources with particular attention to critical minerals; (2) directing the Secretary of Energy to ensure that critical mineral projects, including the processing of critical minerals, receive consideration for federal support; (3) directing the Secretary of Defense to consider the needs of the U.S. in supplying and maintaining the national defense stockpile to provide a robust supply of critical minerals; and (4) establishing the U.S. position as the leading producer and processor of REEs, which will create jobs and prosperity at home, strengthen supply chains for the U.S. and its allies, and reduce the global influence of malign and adversarial states.

In March 2025, President Trump issued the “Immediate Measures to Increase American Mineral Production” Executive Order. In this Executive Order, President Trump directed the federal agencies, including the Export-Import Bank (“EXIM Bank”), to unlock the permitting, funding and issuance of off-take agreements for critical minerals, including REEs. The Executive Order includes near-term actions to be determined and implemented by the federal agencies to fast-track permits, mobilize capital for mineral producers and create off-take agreements for the strategic stockpiling of minerals critical to the United States’ defense, technology and energy.

In April 2025, President Trump directed the U.S. Department of Commerce to initiate a Section 232 investigation into whether imports of processed critical minerals and derivative products threaten national security, with a focus on REEs essential for defense and technology applications. This action was aimed at enhancing economic resilience and reducing reliance on foreign supplies.

In August 2025, the DoE announced new initiatives to secure the American critical minerals and materials supply chain, including the establishment of a Critical Minerals and Materials Accelerator program to support domestic production and processing.

In November 2025, the U.S. Department of the Interior, through the U.S. Geological Survey (USGS), published the Final 2025 List of Critical Minerals. The updated list expanded to 60 minerals, including the addition of copper and uranium, while reaffirming the “highest cost” status of REEs to the U.S. economy in the event of supply disruptions.

In December 2025, the DOE announced $134 million in specialized funding targeted at strengthening the domestic REE supply chain. This initiative prioritizes projects capable of separating and refining HREEs and producing high-strength permanent magnets, aiming to bridge the "midstream gap" between domestic mining and end-product manufacturing.

In January 2026, following the completion of the Section 232 investigation initiated in April 2025, President Trump issued a Presidential Proclamation on Adjusting Imports of Processed Critical Minerals. The Proclamation identified current import levels of processed REEs as a threat to national security. It directed the U.S. Trade Representative to negotiate “Critical Mineral Trade Agreements” with allied nations to establish a “minerals-secure” trade bloc and possible future implementation of minimum import prices for specific refined REE products to protect domestic producers from predatory foreign pricing.

In early January 2026, the administration proposed a G7-level “Price Floor” mechanism for neodymium-praseodymium (NdPr) and other magnet-related rare earths. The proposal is intended to help insulate Western REE projects from price volatility associated with China’s regulated market, and to support the economic viability of domestic facilities during periods of global oversupply.

In February 2026, President Trump signed an Executive Order launching “Project Vault,” a landmark $12 billion U.S. Strategic Critical Minerals Reserve. Unlike traditional stockpiles, Project Vault is structured as a public-private partnership, backed by a $10 billion direct loan from the EXIM Bank. The reserve is designed to act as a “buyer of last resort” for domestic producers, providing a guaranteed offtake for U.S.-processed REEs and shielding the domestic industrial base from sudden foreign export restrictions.

Tariffs and Trade Restrictions for Critical Minerals

Since early 2025 and continuing into early 2026, the Trump Administration has announced several potential new and/or increased tariffs and other trade restrictions on imports to the United States in response to China’s export and licensing restrictions. In December 2023, China announced that it had banned the export of technology to make rare earth magnets, adding to its previous export ban of critical material extraction and separation technology. In December 2024, China further banned the export of certain critical minerals, including gallium, germanium, and antimony, which have widespread military applications. In February 2025, China expanded its export licensing requirements to include five additional minerals: tungsten, indium, bismuth, tellurium, and molybdenum. In April 2025, China imposed export restrictions on an additional seven REEs (samarium, gadolinium, terbium, dysprosium, lutetium, scandium, and yttrium) as well as related magnets and processing technologies used in defense, energy, and automotive sectors, requiring exporters to obtain licenses from China’s Ministry of Commerce. As U.S.-China trade negotiations continued, including a temporary 90-day suspension of non-tariff countermeasures in May 2025, and a June 2025 framework agreement to expedite shipments and create a “green channel” for trusted U.S. companies, these restrictions were partially eased for non-military uses. However, a Chinese REE licensing system remains in place, controlling the export of REEs and related technologies.

In October 2025, China announced further expansions to cover five additional REEs (holmium, erbium, thulium, europium, and ytterbium), bringing the total to 12 out of 17 REEs under restriction, along with (i) extraterritorial requirements for foreign-produced items containing even 0.1% Chinese-origin REEs or made using Chinese refining equipment, originally set to become effective December 1, 2025, and (ii) prohibiting exports for military applications. Following a meeting between President Trump and Chinese President Xi Jinping on October 30, 2025, China agreed to suspend the October 2025 export controls, along with certain other related curtailments, for one year as part of a broader trade truce, providing a pause on further escalations. While Nd and Pr are not subject to the enhanced dual-use export controls applied to 12 other REEs, all Chinese rare earth exports (including NdPr) remain subject to a general licensing regime, and downstream NdFeB magnets incorporating controlled HREEs continue to face licensing requirements.

As of February 2026, the one-year suspension of China’s October 2025 export controls remains in effect, with no new restrictions announced on REEs. Rare earth export volumes from China increased in late 2025 following the implementation of streamlined licensing and the broader trade truce. Geopolitical tensions and supply chain uncertainties persist, however, as demonstrated by ongoing U.S. initiatives to diversify sources and China’s emphasis on the strategic importance of REEs. The Company continues to monitor these developments closely, as they may impact the timing and economics of domestic REE projects.

The impact of the Trump Administration’s tariffs and other trade restrictions, and China’s continued use of export controls and restrictions, is currently unknown and could have an impact on the REE supply chain and/or our business operations.

U.S. Government Critical Mineral Investments

In response to global market volatility and the concentration of critical mineral production in certain adversarial foreign states, the U.S. government significantly accelerated its direct investment in the domestic REE and critical minerals supply chain throughout 2025 and early 2026. This approach transitioned from foundational framework agreements with key allies to aggressive financial participation, characterized by the federal government taking direct equity positions or warrant stakes in industry participants. Support for technical infrastructure further intensified in December 2025, with the DoE’s commitment of up to $134 million for commercial-scale REE demonstration facilities, while diplomatic efforts culminated in the February 2026 inaugural Critical Minerals Ministerial, which established the Forum on Resource Geostrategic Engagement (FORGE) and new bilateral action plans with Mexico and the European Union. Central to this strategy was the concurrent launch of “Project Vault,” a $12 billion Strategic Critical Minerals Reserve supported by a $10 billion EXIM Bank loan facility designed to act as a “buyer of last resort.” By providing guaranteed offtake and stockpiling mechanisms, these initiatives serve as a strategic backstop for domestic producers, insulating the U.S. industrial base from foreign export restrictions and predatory pricing. The Company continues to evaluate opportunities for participation in these evolving federal programs.

Other External Factors

The impacts of certain external influences, such as the COVID-19 pandemic, the Russia/Ukraine war, and conflicts in the Middle East, have also contributed to the U.S. government’s focus on implementing secure domestic supply chains, including for REEs.

TRENDS AND DESCRIPTION OF THE REE MARKET

Uses for REE Products

Due to variations in physical, chemical, molecular and application characteristics, different rare earth metals possess their own market uses, drivers and challenges. REEs are used in computers, cellular telephones, television screens, wind turbines, fuel cells, automobiles, magnetic refrigeration, energy-efficient lighting, petroleum-refining catalysts, and numerous other modern specialty technologies, including military applications. Lately, the major driver for the rare earth metals market has been increasing consumption in the manufacture of permanent NdFeB rare earth magnets, in which rare earth metals such as Nd, Pr, Tb, and Dy are used. Specifically, these REEs are used in hybrid and electric vehicle motors as well as in wind turbines. Ce, La, and other REEs are widely used in applications such as metallurgy, catalysts, glass, ceramics, optical instruments, and polishing.

Trends Affecting REE Supply, Demand and Prices

According to the research and advisory firm Benchmark Mineral Intelligence, a U.K.-based mine-to-grid supply chain intelligence and forecast service (“Benchmark”), rare earth mine production in 2025 increased by approximately 4% to 403,134 tonnes (444,379 tons) TREO relative to 2024. TREO mine production from China (+12,410 tonnes or 13,679 tons) and the U.S. (+2,603 tonnes or 2,869 tons) were the main contributors to this increase. Refined TREO supply in 2025 was estimated to be 372,390 tonnes (410,489 tons), an approximate 1% increase from 2024. Despite production increases from the U.S. (mainly from the Mountain Pass mine in California and new refining and separation providers, including Energy Fuels), China still dominates the global supply of REEs at both the mined and refined stages, accounting for approximately 70% of global mine production and approximately 91% of refined production in 2025.

In the rest of the world, specifically in the United States and Australia, certain competitors form a second tier of rare earth concentrate producing companies, with 48,458 tonnes (53,415 tons) TREO mine production coming from North America and approximately 11,716 tonnes (12,914 tons) TREO coming from Oceania, in each case in 2025. A facility in Malaysia produces separated rare earths from TREO mined primarily in Australia.

The growth in demand for certain REEs, specifically Nd and Pr, has been driven in part by permanent magnet synchronous motor adoption used in electric motors and generators. According to Ember Energy and MMR Statistics, global demand for wind turbines (which increased by 8%) in 2025 and electric vehicle sales reached 18 million units, representing a 20% increase from 2024. This growth translated into increased rare earth magnet consumption, although overall demand was tempered by economic headwinds in China, supply chain diversification efforts in the United States and other regions, and emerging recycling initiatives that offset certain raw material needs. Overall, rare earth magnets accounted for about 41% of total TREO volume demand (76,903 tonnes or 84,771 tons) but over 80% of global REE market value (approximately $67.2 billion), according to Persistence Market Research and Research Nester, market research and industry intelligence firms, underscoring their disproportionate economic impact amid ongoing supply vulnerabilities and geopolitical tensions.

NdPr oxide prices have trended upward, with end-of-year 2025 prices around $90/kg, compared to 2024 prices of approximately $70/kg. In the medium-term, NdPr oxide prices are projected to decrease, dropping back to the $70/kg price range by 2028. Many projects are expected to become operational during this time, which could add to a market surplus between 2027 and 2029. According to Benchmark, price volatility is expected to stabilize through 2029, reflecting a more stable market. Longer term, prices are expected to increase to around $120/kg by 2030 as a supply gap begins to take hold and existing visible sources of supply become more strained to match strong demand growth.

Benchmark forecasts that magnet applications will continue to increase their share of overall demand for TREO rising from 41% in 2025 to 49% by 2030. Further, according to Benchmark, electric vehicle sales have grown, going from 2.1% of global market penetration in 2018, to 22.5% in 2025, and are expected to achieve 38% penetration by 2030.

Supply and demand factors for REE products that could positively impact future REE prices include, among other factors, the following:

● the use of Nd, Pr, Tb and Dy in high-strength magnets that are critical to multiple defense applications, hybrid and electric vehicles and wind power generation facilities, particularly large offshore installations;

● the use of high-strength NdFeB magnets in the miniaturization of electronic products, including consumer devices, robotics, and emerging AI/data center technologies;

● the use of La in the fluid catalytic cracking process used by refineries in the processing of lower quality crude oil that consumes greater quantities of the catalysts;

● the increased use of REEs to reduce global carbon emissions, driven by accelerating EV adoption, expanding wind energy capacity, and broader clean energy transitions;

● China’s ongoing consolidation of its REE industry, including efforts to close or regulate small, inefficient, and polluting producers, alongside production quotas and tighter export controls on key elements;

● geopolitical tensions and trade policies, including China’s export restrictions or production caps on REEs, magnets, and related technologies, along with potential changes in U.S. tariffs, import/export duties, or incentives for domestic supply chains;

● the rising costs in China due to stricter environmental regulations, compliance requirements, and increasing wages, which contribute to higher production expenses and pricing;

● the strategic importance of REEs in defense modernization and high-tech sectors, amplifying demand for secure, non-Chinese sources amid supply vulnerabilities;

● the use of Ce in glass, ceramics, glass polishing, and advanced water filtration applications;

● the continued research and commercialization of new applications for REE products; and

● the U.S. government’s Project Vault created in February 2026, is a $12 billion strategic critical minerals reserve designed to create new demand via stockpiling, reduce reliance on Chinese supply chains, and provide price support for domestic and allied producers.

Supply and demand factors for REE products that could negatively impact future REE prices include, among other factors, the following:

● the potential for oversupply of certain REEs due to new production inside and outside of China and/or increased exports from China;

● government policy changes (U.S. or elsewhere) that would curtail incentives for electric vehicle adoption and/or wind energy development;

● development or enhancements of alternative electric motor or generator technologies that use less or no REE magnet materials;

● strong demand for selected REEs, such as magnet materials, driving overproduction of other co-product REEs and creating oversupply conditions for non-magnet REEs;

● the potential substitution of other materials for higher-priced REEs;

● the development of new, lower cost sources of supply that could reduce the market prices for REEs;

● economization by intermediate and end-users to reduce the usage of REEs in end-products;

● the potential for increased recycling of higher-priced REEs;

● fluctuating or lower fossil fuel prices (oil, gas, and coal) that could reduce the demand for technologies using REEs;

● static or lower global economic growth, reducing overall demand growth for REEs;

● potential recovery of REEs from coal mine waste and other mineral waste stockpiles; and

● potential by-product production of REEs that may increase supply irrespective of the economics of REE production from primary mines.

The feasibility of the Bear Lodge REE Project and our ability to raise additional funds to develop the Bear Lodge REE Project will likely be impacted by global supply and demand and future prices of REEs.

SEASONALITY

At this stage, seasonality in the state of Wyoming is not a material factor to our exploration, development, and operating activities on the Bear Lodge Property. Snowfall or extreme temperature in the winter may temporarily limit (i) our access to the Bear Lodge Property, (ii) work activities on the Demonstration Plant or (iii) future work on a commercial-scale processing facility, from time to time, during the months of November through June.

COMPETITION

The industry in which we operate is highly competitive. We compete with other mining and exploration companies, both within the U.S. and internationally, for the exploration and development of mineral properties and production of REEs as well as funding for our projects. There is competition for the limited number of opportunities, some involving companies having substantially greater financial resources, staff, and facilities than we do, and some with rare earth operational experience. We also compete with other mining and exploration companies in our efforts to hire and retain experienced professionals. As a result, we may have difficulty attracting or retaining key personnel or securing outside technical resources.

In 2025, China accounted for an estimated 70% of global REE mine production and 91% of global refined production. Benchmark has forecasted that China will remain the primary source of mine supply, although China’s share of global mine production is projected to decline to 54% by 2030. China is also expected to remain the largest contributor of refined supply, but China’s share of total refined production is projected to decrease to 68% by 2030. Demand is projected to remain Asia-driven, with China maintaining a dominant position. This gives the Chinese producers a continued competitive advantage in controlling the supply and processing of REEs and an opportunity to influence prices to discourage competition. Additionally, any increase in the quantities of REEs exported from other nations will likely only increase supply and may result in price reductions, reduced margins, and loss of potential market share, any of which could materially and adversely affect our business. As a result of these factors, the Company may not be able to compete effectively against current and future competitors. See “