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PRELIMINARY NOTES 		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 		3
GLOSSARY OF TERMS 		5
Conversion Factors and Abbreviations 		5
PART I 		12
ITEM 1. BUSINESS 		12
CORPORATE BACKGROUND 		12
SUBSIDIARIES 		12
DESCRIPTION OF BUSINESS 		12
RECENT CORPORATE DEVELOPMENTS 		13
Accomplishments in 2015 		13
Plans for 2016 		14
TRENDS AND DESCRIPTION OF THE REE MARKET 		14
Uses for REE products 		14
Trends affecting supplies of REE products 		14
Trends affecting demand of REE products 		15
Trends affecting prices of REE products 		16
SEASONALITY 		17
COMPETITION 		17
PATENTS, TRADEMARKS AND LICENSES 		17
ENVIRONMENTAL REGULATION 		18
MINERALS EXPLORATION REGULATION 		18
MINE SAFETY AND HEALTH REGULATIONS 		19
EMPLOYEES 		19
AVAILABLE INFORMATION 		19
ITEM 1A. RISK FACTORS 		19
There is substantial doubt about whether we can continue as a going concern. 		19
Market factors outside of our control could have significant adverse impacts on our business, operations and/or prospects. 		20
We have no history of producing mineral products from our properties. Any future revenues and profits are uncertain. 		20
The planned development of our Bear Lodge REE Project involves numerous uncertainties that could affect the feasibility or profitability of such project. 		20
Joint ventures and other partnerships may expose us to risks. 		21
Subject to further financing, we expect to commence a FS on our Bear Lodge REE Project, and the results of this FS are uncertain. 		21
Our viability depends on the financing, permitting, development and operation of our Bear Lodge REE Project, which is our only rare earth project. 		21
Increased costs could affect our ability to bring the Bear Lodge REE Project into production and, once in production, to be profitable. 		22
We may be adversely affected by fluctuations in demand for, and prices of, rare earth products. 		22
An increase in the global supply of rare earth products, dumping and/or predatory pricing by our competitors may materially adversely affect our ability to raise capital, develop our Bear Lodge REE Project or operate profitably. 		22
The success of our business may depend, in part, on the establishment of new uses and markets for rare earth products. 		23
We rely on our proprietary technology and processes to further our Bear Lodge REE Project. 		23
Our Mineral Resource estimates may be inaccurate and any material change in these estimates could affect the economic viability of placing our Bear Lodge REE Project into production. 		23
We are subject to significant governmental regulations, including permitting, licensing and approval processes that affect our operations and could impact the cost and timing of conducting our business. 		24
Our activities are subject to environmental risks and compliance with environmental regulations that are increasing and costly. 		24
Regulations and pending legislation governing issues involving climate change could result in increased operating costs that could have a material adverse effect on our business. 		26
We depend on key personnel, and the absence of any of these individuals could adversely affect our business. 		26
A shortage of equipment and supplies could adversely affect our ability to operate our business. 		27
Mineral exploration and development and mining are potentially hazardous and subject to conditions or events beyond our control, which could have a material adverse effect on our business or plans. 		27
Mineral exploration and development is highly speculative, and certain inherent risks could have a negative effect on our business. 		27
Title to our Bear Lodge Property may be subject to other claims, or we may lose our interest in our claims, which could affect our property rights and claims. 		28
Our operations are subject to significant uninsured risks that could negatively impact future profitability as we maintain limited insurance against our operations. 		28
Increased competition could adversely affect our ability to attract necessary capital funding. 		28
Land reclamation requirements for our properties may be burdensome or too expensive. 		28
Legislation and regulations have been proposed that would significantly affect the mining industry and our business. 		29
Foreign currency fluctuations may have a negative impact on our financial position or results. 		29
Our directors and senior management may be engaged in other businesses. Potential conflicts of interest or other obligations of management could interfere with corporate operations. 		29
We are subject to the risk of litigation, the causes and costs of which are not always known. 		30
We depend upon information technology systems, which are subject to disruption, damage, or failure and have risks associated with implementation and integration. 		30
U.S. investors may not be able to enforce their civil liabilities against us or our directors, controlling persons and officers. 		30
We do not currently intend to pay cash dividends. 		30
Dilution through outstanding common share options and warrants could adversely affect the trading price of our common shares. 		31
Future sales of our securities in the public or private markets could adversely affect the trading price of our common shares or our ability to continue to raise funds in new equity offerings. 		31
Price volatility of our publicly traded securities could adversely affect investors’ portfolios. 		31
Our transition to the OTCQB marketplace from the NYSE MKT may impact our trading volume and liquidity, lower prices of our common shares and make it more difficult for us to raise capital. 		31
Because our common shares are not listed on a national securities exchange, a broker-dealer may find it more difficult to trade our common shares, and an investor may find it more difficult to acquire or dispose of our common shares in the secondary market. 		31
We likely were a “passive foreign investment company” (“PFIC”) for the year ended December 31, 2015, and may be a PFIC in subsequent years, which could have adverse U.S. federal income tax consequences for U.S. shareholders. 		32
ITEM 1B. UNRESOLVED STAFF COMMENTS 		32
ITEM 2. PROPERTIES 		32
BEAR LODGE PROPERTY (Wyoming, USA) 		32
Geological Setting 		34
Exploration and Drilling 		34
Bear Lodge REE Project 		35
Bull Hill Mine 		35
Prefeasibility Study 		36
Permitting Progress 		36
Mineral Resources Estimates 		36
High-Grade Mineral Resource 		38
Quality Assurance 		38
Metallurgy and Mineralization 		38
Other Exploration Target Areas at the Bear Lodge REE Project 		39
Sundance Gold Project 		39
Mineral Resources Estimates 		39
ITEM 3 LEGAL PROCEEDINGS 		39
ITEM 4. MINE SAFETY DISCLOSURES 		39
PART II 		41
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 		41
MARKET INFORMATION 		41
DIVIDEND POLICY 		41
REPURCHASES OF EQUITY SECURITIES 		41
RECENT SALES OF UNREGISTERED SECURITIES 		41
EQUITY COMPENSATION PLAN INFORMATION 		42
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 		43
YOU SHOULD CONSULT YOUR OWN ADVISOR REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES. 		43
Definition of a U.S. Holder 		43
Passive Foreign Investment Company Rules 		43
Sale or Other Disposition of Our Common Shares 		45
Distributions 		46
Surcharge on Net Investment Income; Other Tax Rules 		46
Foreign Currency Transactions 		47
Foreign Tax Credit or Deduction 		47
Information Reporting and Backup Withholding 		47
ITEM 6. SELECTED FINANCIAL DATA 		47
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 		48
INTRODUCTION 		48
OUTLOOK 		48
RISKS AND UNCERTAINTIES 		48
RESULTS OF OPERATIONS 		48
Summary 		48
Exploration and evaluation 		49
Corporate administration 		49
Non-operating income and expenses 		49
Interest income 		49
Gain/(loss) on currency translation 		49
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES 		49
Operating Activities 		49
Investing Activities 		49
Financing Activities 		50
Liquidity and Capital Resources 		50
Off-Balance Sheet Arrangements 		50
Contractual Obligations 		50
CRITICAL ACCOUNTING ESTIMATES 		51
Exploration and development costs 		51
Stock-based compensation 		51
Asset retirement obligations 		51
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 		51
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 		52
Principles of consolidation 		58
Restricted cash 		59
Derivative instruments 		60
Common shares 		60
Income taxes 		61
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 		71
ITEM 9A. CONTROLS AND PROCEDURES 		71
ITEM 9B. OTHER INFORMATION 		72
PART III 		73
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 		73
ITEM 11: EXECUTIVE AND DIRECTOR COMPENSATION 		81
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 		90
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE 		91
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES 		92
PART IV 		93
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 		93
SIGNATURES 		94
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