Business Description

” Financial information in this Annual Report is presented in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and, unless otherwise specified, all dollar amounts are expressed in thousands of U.S. dollars (“$” or “US$”). CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “forward-looking information” within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Any statements that express or involve discussions with respect to business prospects, predictions, expectations, beliefs, plans, intentions, projections, objectives, strategies, assumptions, future events, performance or exploration and development efforts using words or phrases (including negative and grammatical variations) such as, but not limited to, “expects,” “anticipates,” “plans,” “estimates,” “intends,” “forecasts,” “likely,” “projects,” “believes,” “seeks,” or stating that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved, are not statements of historical fact and may be forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in these forward-looking statements are reasonable, we cannot be certain that these plans, intentions, and expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Annual Report. Forward-looking statements in this Annual Report include, but are not limited to, statements regarding the following: ● our business, prospects, and overall strategy; ● progress in the development and operation of our Demonstration Plant and the timing of that progress; ● our ability to successfully operate the Demonstration Plant, and the timing and cost to complete operating activities; ● planned or estimated expenses and capital expenditures, including the Demonstration Plant’s expected costs of commissioning, operation, decommissioning, and the sources of funds to pay for such costs; ● availability of funds and capital resources; ● our ability to achieve the full committed amount of funding from the Department of Energy (“DoE”) through the remainder of the Demonstration Plant project; ● the securing and timing of an amendment to the Cost Share Agreement (as defined below), if required, between the Company and General Atomics, whose affiliate, Synchron, is the Company’s majority shareholder; 2 Table of Contents ● our ability to complete a novation of the Demonstration Plant funding agreement with the DoE and replace General Atomics as the prime contractor; ● our ability to secure additional funding (in addition to the previously awarded or obtained funding) relating to the Demonstration Plant project or any further initiatives or advancements that may be undertaken relating to the Demonstration Plant; ● our ability to receive the remaining uncollected funds in connection with the Wyoming Energy Authority (the “WEA”) grant for the Demonstration Plant; ● our ability to operate the Demonstration Plant, including in a manner to meet project objectives within our available funding and estimated timeline; ● our estimates regarding the source, quality, costs, and timing of materials, equipment, supplies and resources, including human resources, for the commissioning, operation, and decommissioning of the Demonstration Plant; ● the Sundance Gold Project remaining on hold for the foreseeable future and our ability to advance or monetize it in the future; ● plans for our projects or other interests, operations or rights; ● our plans and strategies during and following the completion of operations of the Demonstration Plant , including the potential for further operation of the Demonstration Plant to meet additional objectives and advancement opportunities; ● our plans and strategies relating to the advancement of the Bear Lodge REE Project, including the completion of the permitting and licensing process; ● our plans and strategies to secure further funding for our longer-term business plans, including the advancement of the Bear Lodge REE Project through permitting and licensing, and, if feasible, ultimate…