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57

1. DESCRIPTION OF BUSINESS

Rare Element Resources Ltd. (collectively referred to as “Rare Element,” the “Company,” “our,” “we” or

“us”) operates in the mining industry and is focused on advancing its Bear Lodge REE Project. The Company

recently announced extensive cost cutting measures intended to position us to be able to move the Project forward

expeditiously when market conditions improve, while allowing us in the interim to pursue potential strategic

alternatives like off-take agreements, joint ventures or mergers.

The financial statements have been prepared on a going concern basis, which assumes the Company will be

able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The

Company has incurred losses since inception and further losses are anticipated in the development of its business,

raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a

going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and pay its

liabilities arising from normal business operations when they come due. Management intends to finance operating

costs over the next 12 months with existing cash on hand, asset sales and potential issuance of common stock. There

can be no assurance that we will be able to raise the necessary financing or complete a strategic transaction on

acceptable terms or at all.

2. BASIS OF PRESENTATION

Principles of consolidation

These consolidated financial statements have been prepared in accordance with U.S. GAAP and are

inclusive of the accounts of Rare Element Resources Ltd. and its directly and indirectly held wholly owned

subsidiaries, which consist of its wholly owned subsidiary Rare Element Holdings Ltd. (“Holdings”) and Holdings’

wholly owned subsidiary, Rare Element Resources, Inc. Certain comparative figures have been reclassified to

conform to the financial statement presentation adopted for the current year. Rare Element Resources Ltd. was

incorporated under the laws of the Province of British Columbia on June 3, 1999.

Recent Accounting Pronouncements

In August 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of

Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to

Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility

to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to

provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning

after December 15, 2016, with early adoption permitted. We are currently assessing the impact the adoption of ASU

2014-15 will have on our financial statements and related disclosures.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. 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. The amounts which involve significant

estimates include asset retirement obligations, stock-based compensation, derivative liabilities, and impairments.

Cash and cash equivalents

Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months

or less. At December 31, 2015 and 2014, cash and cash equivalents consisted of $3,881 and $10,139, respectively,

of funds held in bank accounts with financial institutions in both Canada and the United States.