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20

future prices for rare earth minerals;

potential opposition from non-governmental organizations, environmental groups or local groups or

inhabitants that may delay or prevent development activities;

potential increases in exploration, construction and operating costs due to changes in the cost of fuel,

power, materials or supplies;

potential shortages of mineral beneficiation, processing, construction or other facilities-related

equipment or supplies; and

the ability to attract and retain talent for development and operation of the Bear Lodge REE Project.

It is common in exploration programs and in development, construction and mine start-up to experience

unexpected problems and delays. Accordingly, our activities may not result in profitable mining operations, and we

may not succeed in establishing mining operations or profitably producing REE products at our Bear Lodge REE

Project at all or in the anticipated timeframe.

We have suspended our federal and state permitting progression and there is a risk to resumption of the efforts in

a timely and cost effective manner.

We have placed the Bear Lodge REE Project under care-and-maintenance, and all permitting activities

have been suspended, including the EIS process, state permitting, and the NRC licensing process. Our ability to

obtain financing or attract a strategic partner to fund the continuation of the permitting is uncertain. If we are unable

to timely progress our permitting while the information is still deemed adequate to the agencies, we may have to

restart the permitting process which would be time consuming and costly.

Joint ventures and other partnerships may expose us to risks.

We are currently seeking to secure joint ventures or other partnership arrangements with other parties in

relation to the development of the Bear Lodge REE Project. Although such arrangements may lessen our financial

burden in exploring and developing the Bear Lodge REE Project, they will likely also dilute our interest therein or

affect our ability to control development of such projects. Further, any failure of such joint venture or other partners

to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and

obligations, could have a material adverse effect on the joint venture and therefore could have a material adverse

effect on our business performance and on our ability to develop the Bear Lodge REE Project.

Subject to further financing, we expect to commence a FS on our Bear Lodge REE Project, and the results of

this FS are uncertain.

We completed a PFS for our Bear Lodge REE Project in October 2014 that updated our Mineral Resource

estimate and refined our process technology at that time. Subject to further financing, we anticipate we will resume

work on the FS in 2016. The results of this study are uncertain and may indicate project economics that are more or

less favorable than previously reported. As our project optimization efforts continue, we cannot ensure that the FS

will be based upon all of the same inputs used in the PFS. As a result, we may need to update our beneficiation

and/or processing

technology and/or project development plans to enhance economics or further study aspects of the

Bear Lodge REE Project. This could result in significant additional delays and expenses or could make financing

efforts with respect to such efforts more difficult or not possible.

Our viability depends on the financing, permitting, development and operation of our Bear Lodge REE

Project, which is our only rare earth project.

Our only rare earth exploration project at this time is our Bear Lodge REE Project. Our continued viability

is based on successfully implementing our strategy, including completion of a FS, permitting and construction of a

mine and beneficiation and processing facilities in an expected timeframe. If we are unable to secure additional

capital or enter into a strategic transaction and implement our strategy, or in the event of the imposition of

significant additional regulatory burdens or delays or a significant deterioration of the market for rare earth products,

our ability to develop a sustainable or profitable business would be materially adversely affected.