Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. See "Cautionary Note Regarding Forward-Looking Statements." Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth in "Item 1A. Risk Factors" and elsewhere in this Annual Report.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and accompanying notes included in Item 8 of this Annual Report. This Management's Discussion and Analysis (this "MD&A") has been prepared based on information known to management as of March 12, 2026. This MD&A is intended to help the reader understand the consolidated audited financial statements of the Company.

All currency amounts are expressed in thousands of U.S. dollars, except per share and common share amounts, unless otherwise noted.

OVERVIEW AND OUTLOOK

Our primary focus has been and continues to be the engineering, permitting, licensing, construction, and 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 through 2027.

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 to follow the completion of construction and pre-operation activities. During the year ended December 31, 2025, 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 conducted an as-built design review in April 2025. Following the review and related project rework, Demonstration Plant operations formally commenced in early 2026 and are expected to continue through December 31, 2026. 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 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 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 received in November 2024. The remaining $400 of the $4,400 grant total, which is conditioned on Demonstration Plant operations and a report to the WEA, will be invoiced to the WEA once that final milestone has been achieved, which is currently expected in mid-2026.

Since inception, the General Atomics-led consortium has seen increases in the Demonstration Plant's project costs, including 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 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 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 DoE approved budget total. The Company currently estimates the total cost of the Demonstration Plant from inception, inclusive of operating costs estimates through December 31, 2026, to be approximately $77,500.

Through December 31, 2025, 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 February 2026, the Company commenced a rights offering (the "2026 Rights Offering") for gross proceeds of approximately $30,900, in which each holder of the Company's common shares as of the record date of January 30, 2026, was eligible to participate. The 2026 Rights Offering closed on March 4, 2026, generating net proceeds of approximately $30,500. These funds, in conjunction with the funds already on hand will be used to progress the Company's business strategy, which includes (i) the continuation of the operation of the Demonstration Plant for a sufficient time to provide 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.

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Even with the funds already on hand, the funds raised in 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.

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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.

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RESULTS OF OPERATIONS

Year Ended December 31, 2025 Compared with the Year Ended December 31, 2024

Summary

Our consolidated net loss for the year ended December 31, 2025 was $4,899, or $0.01 per share, compared with our consolidated net loss of $18,451, or $0.04 per share, for the year ended December 31, 2024. 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 year.

Exploration and Evaluation

Our exploration and evaluation costs totaled $2,887 for the year ended December 31, 2025, compared with $18,479 for the year ended December 31, 2024. This decrease of $15,592 was largely attributable to (i) the activities associated with our Demonstration Plant as we shifted from the more expensive equipment acquisition and installation activities during 2024 to the less expensive plant rework and equipment upgrades in 2025, and (ii) the decision to include certain past Demonstration Plant expenses (formerly excluded from our billings under the Cost Share Agreement) in our billings to the DoE under the Cost Share Agreement. This change to include certain previously excluded costs from the Cost Share Agreement reduced the Company's share of these costs as partial reimbursement is now expected to be received from the DoE. See Note 4 to the Consolidated Financial Statements for a discussion of the Cost Share Agreement.

Corporate Administration

Our corporate administration costs increased by $147 on a comparative year-over-year basis, increasing from $2,666 in the year ended December 31, 2024 to $2,813 for the year ended December 31, 2025. The majority of these expenses relate to costs associated with our public company compliance and reporting obligations.

Interest Income

For the years ended December 31, 2025 and 2024, the Company generated interest income of $1,009 and $1,182, respectively, on investments of its excess cash balances. This change was largely attributable to our larger excess cash balances available for investment during 2024 as compared to 2025 due to the rights offering that closed in March 2024 (the "2024 Rights Offering").

Grant Income

During 2024, the Company recognized grant income of $2,000 with the achievement of the second milestone under the WEA Funding Agreement. There was no similar transaction during the year ended December 31, 2025. See Note 5 to the Consolidated Financial Statements for a discussion of the WEA Funding Agreement.

Accretion Expense

For the year ended December 31, 2025, we recorded accretion expense of nil compared to $236 for the year ended December 31, 2024, with the accretion expense recorded during 2024 being related to the Company's option to repurchase approximately 640 acres (257 hectares) of real property in Wyoming. With the Company's repurchase of this land in October 2024, the Company discontinued its recording of accretion expense and will not incur further accretion expense in future periods related to this repurchase option.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

Net cash used in operating activities was $7,121 for the year ended December 31, 2025, compared with $10,619 for the year ended December 31, 2024. The decrease of $3,498 was primarily attributable to lower exploration and evaluation expenditures, as activities shifted from Demonstration Plant equipment acquisitions and installation in 2024 to plant rework activities and equipment upgrades in 2025. This decrease was partially offset by the receipt of $2,000 in WEA grant offset funds in 2024. Excluding the $2,000 in WEA grant funds, net cash used in operating activities for the year ended December 31, 2024 would have been $12,619.

Investing Activities

Net cash used in investing activities of $289 for year ended December 31, 2025 was for the purchase of buildings and equipment. For the year ended December 31, 2024, our investing activities consumed cash of $1,559, with the majority of the spending related to the repurchase of property from Whitelaw Creek LLCin the amount of $1,507.

Financing Activities

Net cash provided by financing activities of $35,286 for the year ended December 31, 2024, stemmed from the receipt of the net proceeds from the 2024 Rights Offering. There were no similar transactions during the year ended December 31, 2025.

Liquidity and Capital Resources

At December 31, 2025, we had a working capital balance of $19,666, which represented a decrease of $5,155 from our December 31, 2024 working capital balance of $24,821. This decrease was largely the result of the reduction in our cash and cash equivalents balance, which decreased by $7,417 from $26,732 at December 31, 2024, to $19,315 at December 31, 2025,partially offset by an increase of $2,509 in our related party balance, which changed from a $895 liability at December 31, 2024, to an asset of $1,614 at December 31, 2025.

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. Following the achievement of the first milestone under the WEA Funding Agreement, the Company received in January 2024 the first $2,000 of the $4,400 grant. In September 2024, a second funding request of $2,000 was submitted to the WEA with the achievement of the second milestone under the WEA Funding Agreement. The collection of this second $2,000 tranche was received in November 2024, with the remainder, or the $400 retainer, forecasted for collection in mid-2026.

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 $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.

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Through December 31, 2025, 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.

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Early in 2025, we identified several design and equipment issues during the Demonstration Plant's equipment testing phase, which followed the completion of construction activities. After identifying these issues, we initiated an as-built design review in April 2025, which continued through December 31, 2025. As a result of this as-built design review, Demonstration Plant operations did not formally commence until early 2026.

The funds raised by the Company in the 2026 Rights Offering, in conjunction with the funds already on handwill be used to progress the Company's business strategy, which includes (i) the continuation of the operation of the Demonstration Plant for a sufficient time to provide 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.However, even with these funds and the expected receipt of the remaining WEA grant monies and DoE 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.

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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.

Off-Balance Sheet Arrangements

None.

Contractual Obligations

Financial Assistance Agreement - Related Party

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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. 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 support for further advancements of the Demonstration Plant.

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Intellectual Property Rights - Related Party

During October 2017, the Company and Synchron executed an intellectual property rights agreement, whereby Synchron received rights to use and improve the Company's intellectual property relating to the Company's patents and related technical information. The Company retains the right to use any such improvements. See "Item 1A. Risk Factors" of this Annual Report.

CRITICAL ACCOUNTING POLICIES

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For a summary of our significant accounting policies, including those discussed below, see Note 3 to our Consolidated Financial Statements.

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CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Reclamation Obligations

Our mining and exploration activities are subject to various laws and regulations, including legal and contractual obligations to reclaim, remediate, or otherwise restore properties at the time the property is removed from service. Reclamation obligations are recognized when incurred and recorded as liabilities at fair value. The reclamation obligation is based on when spending for an existing disturbance will occur. We reclaim the disturbance from our exploration programs on an ongoing basis and, therefore, the portion of our reclamation obligation corresponding to our exploration programs that are expected to be settled in the near term are classified as a current liability. The remaining reclamation associated with environmental monitoring programs is classified as a long-term liability; however, because we have not declared proven and probable reserves as defined by Item 1300 of Regulation S-K or NI 43-101, the timing of these reclamation activities is uncertain as the reclamation areas will be utilized once the project is operating. For exploration stage properties that do not qualify for asset capitalization, the costs associated with the obligation are charged to operations. For development and production stage properties, the costs are added to the capitalized costs of the property and amortized using the units-of-production method. We review, on a quarterly basis, unless otherwise deemed necessary, the reclamation obligation associated with our properties.

Our Bear Lodge REE Project reclamation obligation is secured by a surety bond held for the benefit of the state of Wyoming in an amount determined by the applicable federal or state regulatory agency. We also maintain a surety bond for the decommissioning and reclamation of the Demonstration Plant property.

Accounting for reclamation and remediation obligations requires management to make estimates unique to each mining and processing operation of the future costs the Company expects to incur to complete the reclamation and remediation work required to comply with existing laws and regulations. These estimates require considerable judgment and are sensitive to changes in underlying inputs and assumptions. Such changes, including, but not limited to, (i) changes to environmental laws and regulations, which could increase the scope and extent of work required, (ii) changes in the timing of reclamation and remediation activities, which could occur over an extended future period and (iii) changes in the methods and technology utilized to settle reclamation and remediation obligations, could have a material impact on our business, financial condition, results of operations and cash flows.

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Income Taxes

The Company applies the provisions of Financial Accounting Standards Board Accounting Standard Codification ("ASC") 740 Income Taxes. The Standard requires an asset and liability approach for financial accounting and reporting for income taxes and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to losses from inception, the Company has no tax liability. Currently, the Company has no deferred taxes arising from temporary differences between income for financial reporting and income tax purposes as a full valuation allowance has been recorded against the deferred tax assets.

The Company classifies tax-related penalties and net interest on income taxes as income tax expense. As of December 31, 2025 and 2024, no income tax expense had been incurred or accrued.

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New Accounting Pronouncements

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As of December 31, 2025, the Company had adopted all accounting pronouncements affecting the Company.

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Improvements to Income Tax Disclosures

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Issued in December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, focuses on the rate reconciliation and income taxes paid. This ASU requires disclosure, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, the ASU requires disclosure of income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The new standard is effective for the Company for 2025, with early adoption permitted. Amendments in this ASU may be applied prospectively for the revised disclosures for the period ended December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods or may be applied retrospectively by providing the revised disclosures for all periods presented. The adoption of this ASU only impacted our disclosures, with no impacts to our results of operations, cash flows, and financial condition.

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Disaggregation of Income Statement Expenses

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Issued by FASB in November 2024, ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. While early adoption is permitted, we do not plan to adopt this standard early. This ASU will likely

result in additional disclosures being included in our consolidated financial statements once adopted. We are currently evaluating the provisions of this ASU.

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