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3

The potential impact of our transition to the OTCQB marketplace on the trading volume, liquidity and

price of our common shares and warrants.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other

factors that could cause actual events or results to differ from those expressed or implied by the forward-looking

statements, including, without limitation, risks associated with:

our ability to obtain additional financial resources on acceptable terms to (i) maintain our assets, (ii)

conduct our project activities and (iii) maintain our general and administrative expenditures at

acceptable levels;

volatile rare earth markets, including fluctuations in demand for, and prices of, rare earth products;

our lack of production from our mineral properties, including the Bear Lodge REE Project;

our history of losses and numerous uncertainties that could affect the profitability or feasibility of the

Bear Lodge REE Project;

the potential outcome of the planned FS that may indicate Bear Lodge REE Project economics are less

favorable;

our ability to resume our currently suspended federal and state permitting efforts in a timely and cost

effective manner;

the exploration, development and operation of our Bear Lodge REE Project;

increased costs affecting our financial condition;

establishing adequate distribution channels to place our future suite of products;

competition in the mining and rare earth industries, including an increase in global supplies or

predatory pricing and dumping by our competitors;

technological advancements, substitutes, and the establishment of new uses and markets for rare earth

products;

the specific product(s) from the Bear Lodge REE Project potentially having a limited number of

potential customers, which could limit our bargaining power, product pricing, and profitability;

our proprietary, patent-pending, processing technology that could encounter unforeseen problems,

unexpected costs or both in scaling it up to commercial application;

mineral reserve and mineral resource estimation;

the permitting, licensing and regulatory approval processes for our planned operations;

continued compliance with current environmental regulations and the possibility of new legislation,

environmental regulations or permit requirements adverse to the mining industry, including measures

regarding the mining industry and climate change;

our dependence on and the potential difficulty of attracting and retaining key personnel and qualified

management;

a shortage of equipment and supplies;

mining and resource exploration and development being a potentially hazardous activity;

operating in the resource industry, which can be highly speculative and subject to market forces

outside of our control;

title to our properties or mining claims;

insurance for our operations that could become unavailable, unaffordable or commercially

unreasonable or exclude from coverage certain exposures of our business;

negative impacts to our business or operations from market factors;

our land reclamation and remediation requirements;