RARE ELEMENT RESOURCES LTD
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 4, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001419806-26-000008
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001419806-26-000011
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 48 previous paragraphs and 49 current paragraphs.
22 unchanged; 23 reworded; 4 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Our exploration and evaluation costs totaled $2,978 for the three months ended June 30, 2026, compared with $818 for the three months ended June 30, 2025 and $4,697 for the six months ended June 30, 2026, compared with $2,695 for the six months ended June 30, 2025. These period-to-period increases were largely attributable to the activities associated with (i) our Demonstration Plant as we moved from the as-built design review stage in early 2025 to the commencement of plant operations activities during early 2026 and (ii) our Bear Lodge REE Project licensing and permitting efforts as these efforts ramped up over the first half of 2026.
Current report
For the three months ended June 30, 2026 and 2025, the Company generated interest income of $413 and $261, respectively, and $626 and $545 for the six months ended June 30, 2026 and 2025, respectively, on investments of its cash holdings. These increases were primarily the result of the higher average cash balances available for investment during the 2026 periods due to the funds raised in the 2026 Rights Offering, which closed on March 4, 2026.
Current report
Grant Income
Current report
During June 2026, the Company recognized grant income of $400 with the achievement of the final milestone under the WEA Funding Agreement. There were no such transactions for the three and six months ended June 30, 2025. See Note 5 to the Consolidated Financial Statements for a discussion of the WEA Funding Agreement.
Removed paragraphs (3)
Previous report
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.
Previous report
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.
Previous report
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.
Reworded paragraphs (23)
Previous wording
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.”
Current wording
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 and six months ended June 30, 2026, has been prepared based on information available to us as of August 4, 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.”
Previous wording
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.
Current wording
Our primary focus is on the operation of the Demonstration Plant, and as of late 2025, the licensing and permitting activities for our Bear Lodge REE Project. The licensing and permitting efforts are expected to continue into early 2028.
Previous wording
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.
Current wording
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 first half of 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.
Previous wording
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.
Current wording
In early 2025, several design and equipment issues were identified during the Demonstration Plant’s equipment testing phase. As a result of these issues, the Company initiated an as-built design review in April 2025. Following the review and related project rework, Demonstration Plant operations formally commenced in March 2026. Progress toward full-scale operations has since been delayed as the Company works through operational and equipment changes to efficiently produce the rare earth concentrates required as feed to the separation circuits within the plant. With this delay, the Company now expects full, end-to-end processing operations at the Demonstration Plant to commence in the third quarter of 2026 and continue for up to 12 months. During the operations phase, the Demonstration Plant is expected to produce up to 10 tons of NdPr oxide.
Previous wording
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 Statementsfor additional details regarding the WEA Funding Agreement.
Current wording
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 June 30, 2026, the Company had received the full amount of the $4,400 WEA grant. See Note 5 to the Condensed Consolidated Financial Statementsfor additional details regarding the WEA Funding Agreement.
Previous wording
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.
Current wording
As discussed in Notes 1 and 4 to the Condensed Consolidated Financial Statements, the Demonstration Plant’s project costs, have increased since inception, due to corrective actions, upgrades and inflation among 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 $82,000.
Previous wording
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 Statementsfor 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
Current wording
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 Statementsfor 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, will be used to progress the
Previous wording
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.
Current wording
Company’s business strategy, which includes (i) the continued 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 federal and state permitting and licensing for the Bear Lodge REE Project, and (iv) other general corporate purposes.
Previous wording
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.
Current wording
Even with the funds already on hand and the expected receipt of the remaining DoE funds, the Company will still require additional funding to design, construct, and operate the Bear Lodge REE Project.
Previous wording
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.
Current wording
During the first half 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.
Previous wording
Key developments in 2025 and early 2026 include:
Current wording
Key developments in 2025 and through the first half of 2026 include:
Previous wording
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.
Current wording
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 June 30, 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 Bear Lodge REE Project economics.
Previous wording
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.
Current wording
The U.S. government has also accelerated direct financial support for domestic REE and critical minerals projects throughout 2025 and the first half of 2026, including equity or warrant participation and infrastructure funding. The Company continues to evaluate opportunities to participate in these programs.
Previous wording
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.
Current wording
For the three and six months ended June 30, 2026, our consolidated net losses totaled $2,758, or $0.00 per share, and $4,891, or $0.01 per share, respectively, compared with our consolidated losses for the three and six months ended June 30, 2025, which totaled $1,180, or $0.00 per share, and $3,575, or $0.01 per share, respectively. See our discussion below for the primary drivers of these changes. As an exploration stage company, we had no properties in production and generated no revenues during either period.
Previous wording
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.
Current wording
Our corporate administration costs remained relatively constant for the three months ended June 30, 2026 and 2025 at $539 and $568, respectively, while decreasing by $199 over the comparative six-month periods, decreasing from $1,318 for the six months ended June 30, 2025 to $1,119 for the six months ended June 30, 2026. This decrease was largely attributable to the costs related to our 2025 Form S-3 registration statement filing which were not incurred during the six months ended June 30, 2026.
Previous wording
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.
Current wording
Net cash used in operating activities was $6,191 for the six months ended June 30, 2026, compared with $3,537 for the same period in 2025. This increase of $2,654 was largely due to (i) the $1,799 increase in our operating expenses over the comparable June 30, 2025 period and (ii) the additional cash consumed by our working capital of $1,331 in the six months ended June 30, 2026.
Previous wording
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.
Current wording
Net cash used in investing activities of $16,865 for the six months ended June 30, 2026 was comprised of $16,725 for the purchase of short and long-term investments and $140 for the purchase of equipment. Net cash used in investing activities of $142 for the six months ended June 30, 2025 was for the purchase of equipment.
Previous wording
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.
Current wording
Net cash provided by financing activities of $30,553 for the six months ended June 30, 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 six months ended June 30, 2025.
Previous wording
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.
Current wording
At June 30, 2026, we had a working capital balance of $30,250, which was an increase of $10,584 from our December 31, 2025 working capital balance of $19,666. This increase largely stemmed from the net proceeds of $30,478 received from our 2026 Rights Offering, partially offset by the cash consumed in our operations and by the $14,975 used to purchase a long-term investment instrument.
Previous wording
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.
Current wording
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 $82,000, inclusive of cost estimates through completion of the Demonstration Plant’s operations phase.
Previous wording
As discussed in Note 1 to the Condensed Consolidated Financial Statementsand 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.
Current wording
As discussed in Note 1 to the Condensed Consolidated Financial Statementsand 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. Progress toward full-scale operations has since been delayed as the Company works through certain operational and equipment changes to efficiently produce the rare earth concentrates required as feed to the separation circuits within the plant. With this delay, the Company now expects full, end-to-end processing operations at the Demonstration Plant to commence in the third quarter of 2026.
Previous wording
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.
Current wording
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, the funds received from the WEA, and those funds expected to be received from the DoE, 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.
Previous wording
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.
Current wording
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 is expected to 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.