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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.

Our current and future activities will be governed by laws and regulations, including:

laws and regulations governing mineral concession acquisition, prospecting, development, mining and

production;

laws and regulations related to exports, taxes and fees;

labor standards and regulations related to occupational health and mine safety;

laws and regulations relating to environmental protection concerning waste management,

transportation, and disposal of toxic and radioactive substances, land use and the protection of

threatened and endangered species; and

other matters.

We believe we hold, or are in the process of obtaining, all licenses and permits necessary to carry on the activities

that we are currently conducting or propose to conduct in the near term under applicable laws and regulations. Such

licenses and permits are subject to changes in regulations and changes in various operating circumstances. There

can be no guarantee that we will be able to obtain all necessary licenses and permits that may be required to

maintain the current or planned exploration, development and mining activities, including constructing mines and/or

beneficiation and processing facilities, and commencing operations at the Bear Lodge REE Project. In addition, if

we proceed to production on the Bear Lodge REE Project, we must obtain and comply with permits and licenses that

may contain specific operating or other conditions. There can be no assurance that we will be able to obtain such

permits and licenses or that we will be able to comply with any such conditions. Costs related to applying for and

obtaining permits and licenses may be prohibitive and could delay planned exploration and development activities.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions,

including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may

include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.

Parties engaged in mining operations may be required to compensate those suffering loss or damage by

reason of the mining activities and may be subject to civil or criminal liability, fines or penalties imposed for

violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing

operations and activities of mining companies, or more stringent implementation thereof, could have a material

adverse impact on our operations, cause increases in capital expenditures or production costs, or require

abandonment or delays in development of the Bear Lodge REE Project.

Our activities are subject to environmental risks and compliance with environmental regulations that are

increasing and costly.

Our business and activities are subject to environmental regulation in the jurisdictions in which we operate.

Environmental legislation at the local, state and federal level is evolving in a manner that likely will require stricter

standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental

assessments of proposed projects and a heightened degree of responsibility for companies and their officers,

directors and employees. These laws address emissions into the air, discharges into water, management of waste

and hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of

lands disturbed by mining operations. Compliance with environmental laws and regulations at the local, state and

federal level and future changes in these laws and regulations may require significant capital outlays and may cause

material changes or delays in our current and planned operations and future activities. It is possible that future

changes in these laws or regulations could have a significant adverse impact on our Bear Lodge REE Project or

some portion of our business, causing us to reevaluate those activities at that time.

Examples of some of the current U.S. federal laws that may affect our business and planned operations

include, but are not limited to, the following:

NEPA requires federal agencies to integrate environmental considerations into their decision-making

processes by evaluating the environmental impacts of proposed actions, including issuance of permits

to mining facilities, and assessing alternatives to those actions. Under NEPA, a federal agency must