v3.26.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
The Company may be subject to claims and contingencies in the normal course of business. As of March 31, 2026, management is not aware of any material legal proceedings requiring disclosure. At March 31, 2026, the company has general and administrative commitments of $759 which are expected to be settled in the next 12 months.

Details of the Company's other commitments are as follows (in thousands):

Operating Leases (ASC 842)
Right-of-Use Assets and Lease Liabilities
March 31, 2026 ($)
December 31, 2025 ($)
ROU lease asset, net789 602 
Lease liability, current278 
Lease liability, long-term518 536 
Total lease liability$796 $538 

SRC Commitments

On November 20, 2025, the Company executed four agreements with the SRC. See Note 5 for additional details.

The Company currently anticipates that, subject in all cases to progress, scope refinement, and the Company’s ongoing approval, it may advance the following in relation to the SRC arrangements (in thousands):

(In thousands)
Activity
2026 ($)
2027 ($)
2028 ($)
Total
Pilot HREE Metallization$3,970 $5,520 $$9,490 
Commercial HREE Metallization21,83017,390-39,220
SRC REPF Upgrade6,5307,9706,12020,620
Total$32,330 $30,880 $6,120 $69,330 

Concurrently, the Company entered into a long-term supply arrangement with SRC pursuant to which SRC will supply the Company with rare earth oxide and metal products produced using the expanded processing capabilities. In consideration of the prepaid advances, the Company is entitled to priority off-take rights, including an upfront allocation of 80% of forecast annual production and a right of first refusal on uncommitted volumes. Products are purchased at SRC’s cost of production plus an agreed margin at reasonable commercial rates, subject to customary adjustments and applicable
taxes. The supply arrangement includes standard delivery, take-or-pay, and force majeure provisions and is non-recourse to the Company beyond its obligation to pay for approved expenditures and delivered product. No expenditures or activity related to the supply agreement were approved on or before March 31, 2026.


Acquisition Related Commitments & Contingencies

The Hoidas Lake Property asset that was acquired on May 29, 2024, is subject to a 1.8% Net Smelter Return (“NSR”) royalty. The NSR royalty has a maximum value of $1 million Canadian Dollars. Per the agreement, the royalty is paid quarterly from gross revenue after the project attains commercial production. These royalty payments represent a contingent consideration liability that the Company will recognize when it becomes probable and reasonably estimable or when the contingency is resolved.


Contingent Value Rights Agreement

Pursuant to the the Merger with Blackbox, the Company entered into a The CVR. The CVR Agreement provides that each share of Blackbox Common Stock held by stockholders immediately prior to the Merger's closing will receive a dividend of one contingent value right (“CVR”) entitling such holders to receive, in connection with certain transactions involving Blackbox Operating (a “CVR Transaction”), an amount equal to the net proceeds received by the Company at the closing of such transaction. A CVR Transaction is generally a transaction pursuant to which (i) Blackbox Operating grants, sells, licenses or otherwise transfers some or all of the rights to the Blackbox Operating assets, or other monetizing event of all or any part of the Blackbox Operating assets and (ii) the Company receives or Blackbox Operating determines to distribute net proceeds from such transaction as a dividend to its stockholders.

The CVR payment obligations will expire February 24, 2028. The CVRs are not be transferable, except in certain limited circumstances, are not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the SEC or listed for trading on any exchange. There is no guarantee that any CVR Transaction or payment pursuant thereto will be earned and no amounts were known to be or probably to be payable under the agreement at March 31, 2026.