U.S. Rare Earths, Inc.
U.S. RARE EARTHS, INC (Form: 10-K, Received: 03/02/2015 17:41:46)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________

FORM 10-K
(Mark One)

þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended  December 31, 2014

o TRANSACTION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ________ to ________

Commission File No. 000-31199

U.S. RARE EARTHS, INC.
(Exact Name of Issuer as specified in its charter)

Nevada
 
87-0638338
(State or Other Jurisdiction  of Incorporation)
 
(I.R.S. Employer File No.)
 
5600 Tennyson Parkway, Suite 240, Plano, Texas
 
75024
(Address of Principal Executive Offices)
 
(Zip Code)

(972)-294-7116
(Registrant's telephone number, including area code)
 
Securities registered pursuant to Section 12 (b) of the Exchange Act:

 None
 
 None
(Title of each class)
 
(Name of each exchange on which registered)

Securities registered pursuant to Section 12 (g) of the Exchange Act:
Common Stock
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes     þ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  o Yes     þ  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    þ Yes     o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  þ Yes    o No
 
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K  (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated Filer   o
Accelerated Filer o
Non-Accelerated Filer o
Smaller Reporting Company þ
 
      (Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     o Yes     þ No

As of June 30, 2014 (the last business day of our most recently completed second fiscal quarter), based upon the last reported trade on that date, the aggregate market value of the voting and non-voting common equity held by non-affiliates (for this purpose, all outstanding and issued common stock minus stock held by the officers, directors and known holders of 10% or more of our common stock) was $37,215,369.

As of February 27, 2015, we had 11,327,050 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None
 


 
 
 
 
 
TABLE OF CONTENTS
  
   
Page
 
PART 1
 
         
ITEMS  1 and 2.
Business and Properties
  6  
         
ITEM 1A.
Risk Factors
  63  
         
ITEM 1B.
Unresolved Staff Comments
  74  
         
ITEM 3.
Legal Proceedings
  74  
         
ITEM 4.
Mine Safety Disclosure
  74  
         
PART II
 
         
ITEM 5.
Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
  75  
         
ITEM 6.
Selected Financial Data
  76  
         
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  76  
         
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
  85  
         
ITEM 8.
Financial Statements and Supplementary Data
  85  
         
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  85  
         
ITEM 9A.
Controls and Procedures
  85  
         
ITEM 9B.
Other Information
  87  
   
PART III  
         
ITEM 10.
Directors, Executive Officers and Corporate Governance
  88  
         
ITEM 11.
Executive Compensation
  95  
         
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  100  
         
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
  103  
         
ITEM 14.
Principal Accounting Fees and Services
  105  
         
PART IV
 
         
ITEM 15.
Exhibits, Financial Statement Schedules
  106  
 
 
 

 
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND
OTHER INFORMATION

The statements contained in this Annual Report of U.S. Rare Earths, Inc. and its consolidated subsidiaries that are not historical facts are forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “may,” “could,” “should,” “expect,” “plan,” “project,” “strategy,” “forecast,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” or similar expressions help identify forward-looking statements. Additionally, statements concerning future matters such as revenue projections, projected profitability, growth strategies, development of new products, enhancements or technologies, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.

The forward-looking statements contained in this Annual Report are largely based on the expectations of management, which reflect estimates and assumptions made by management. These estimates and assumptions reflect management’s best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Annual Report are not guarantees of future performance, and management cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will in fact occur. Our actual results may differ materially from those anticipated, estimated, projected or expected by management. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report. When considering forward-looking statements, please read “Item 1A - Risk Factors” and “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report.

Information regarding the demand, pricing, uses and reserves of rare earth elements set forth in “Items 1 and 2 - Business and Properties” include statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third party research, surveys and studies are reliable, we have not independently verified such information.
 
On December 16, 2014, we amended our articles of incorporation to effect the reverse split at a ratio of 1-for-3. Unless otherwise indicated, all share and per share numbers included in this Annual Report on Form 10-K give effect to the reverse split.
 
GLOSSARY OF SELECTED MINING TERMS

U.S. Rare Earths, Inc. and its consolidated subsidiaries are referenced in this Annual Report by phrases such as “we,” “our,” or “us,” depending on the context in which the statements are made. For convenience, this glossary includes selected mining terms used in this annual report on Form 10-K that may be technical in nature:

“AEC” means the United States Atomic Energy Commission.
 
“Adit” means an opening driven horizontally into the side of a mountain or hill for providing access to a mineral deposit.
 
“Assay” means a measure of the valuable mineral content.
 
“Azimuth” means the angle of horizontal deviation, measured clockwise, of a bearing from a standard direction, as from north or south.
 
 
 
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“BLM” means the United States Bureau of Land Management and any successor entity having authority with respect to our claims.

“Claims” means approximately 1,250 unpatented mining claims on approximately 22,000 acres of land in Colorado, Idaho and Montana held by us.

“Core” means the long cylindrical piece of a rock, approximately one inch in diameter, brought to the surface by diamond drilling.

“Deposit” means an informal term for an accumulation of mineral ores.
 
“Development stage” means the U.S. Securities and Exchange Commission’s descriptive category applicable to public mining companies which are engaged in the preparation of established commercially minable deposits and ore reserves but which are not in the production stage.
 
“Diamond drilling” means a drilling method in which the cutting is done by abrasion using diamonds embedded in a matrix rather than by percussion.  The drill cuts a core of rock, which is recovered in long cylindrical sections.

“Exploration stage” means the U.S. Securities and Exchange Commission’s descriptive category applicable to public mining companies which are engaged in the search for mineral deposits and ore reserves and which are neither in the development or production stage.

“Feasibility Study” means an engineering study designed to define the technical, economic, and legal viability of a mining project with a high degree of reliability.
 
“General Mining Law” means the General Mining Law of 1872, as amended.

“Grade” means the metal content of ore, usually expressed in troy ounces per ton (2,000 pounds) or in grams per ton or metric tonnes that contain 2,204.6 pounds or 1,000 kilograms.

“Lanthanide elements” mean the 15 chemical (metallic) elements known as rare earth elements.

“Lode” means a mineral deposit in a solid rock.

“Mineral reserve” means that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.  Reserves are customarily stated in terms of “Ore” when dealing with metalliferous mineral.

“Ore” means naturally occurring material from which a mineral or minerals of economic value can be extracted profitably or to satisfy social or political objectives. The term is generally but not always used to refer to metalliferous material, and is often modified by the names of the valuable constituent; e.g., iron ore.

“Ore body” means continuous, well-defined mass of material of sufficient ore content to make extraction economically feasible.

“Probable reserves” means reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced.  The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
 
“Production stage” means the U.S. Securities and Exchange Commission’s descriptive category applicable to public mining companies which are engaged in the exploitation of mineral deposits and ore reserves.
 
 
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“Project” means an identified group of claims consolidated for exploration activities, the value of which has not been determined by exploration.
 
“Prospect” means a geological area which is believed to have the potential for rare earth production.
 
“Proven reserves” means reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

“Rare Earth Elements” or “REEs” include 15 naturally occurring chemical (metallic) elements consisting of the 14 "lanthanide elements" (cerium, lanthanum, neodymium, praseodymium, samarium, europium, gadolinium, terbium, dysprosium, holmium, erbium, thulium, ytterbium and lutetium) and yttrium.
 
“Reserve” means that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
 
“Trend” means a general term for the direction or bearing of the outcrop of a geological feature of any dimension, such as a layer, vein, ore body, or fold.

“Unpatented mining claim” means a parcel of property located on federal lands pursuant to the General Mining Law and the requirements of the state in which the unpatented claim is located, the paramount title of which remains with the federal government. The holder of a valid, unpatented lode-mining claim is granted certain rights including the right to explore and mine such claim.

“Vein” means a mineralized zone having a more or less regular development in length, width, and depth, which clearly separates it from neighboring rock.
 
 PART I

ITEMS 1 and 2.    BUSINESS AND PROPERTIES
 
General Information
 
We are a rare earth elements exploration company seeking to identify and ultimately mine commercially-viable sources of domestic rare earth elements.
 
Currently, our operations are exploratory in nature. We hold approximately 1,250 unpatented lode mining claims that cover approximately 22,000 acres of land in Idaho, Montana and Colorado. In Idaho and Montana, our claims are located in the Lemhi Pass mineral trend in Lemhi County, Idaho, and Beaverhead and Ravalli Counties, Montana. These claims are grouped into projects that include the Last Chance and Sheep Creek Projects in Montana and the North Fork, Lemhi Pass and Diamond Creek Projects in Idaho. In Colorado, the claims include the Powderhorn Project in Gunnison County, and Wet Mountain Project in Fremont County. We are not producing rare earth elements from any of our claims and further exploration will be required in order to evaluate and identify the commercial viability of producing rare earth elements from any of our claims. As a result, we have no probable or proved reserves of rare earth elements.
 
We historically had two business segments: (i) co-op advertising services, which encompassed radio, television, cable, print or outdoor advertising, print ads and production of electronic commercials conducted through Media Depot, Inc., a wholly-owned subsidiary of the Company, or Media Depot, and a subsidiary of Media Depot, Media Max, Inc., as well as certain other assets held by us; and (ii) a rare earth elements exploration and claims business acquired through mergers with several companies. Our management has determined to exit the advertising business, and to focus solely on the creation of a completely independent American-based rare earth exploration company with claims located in the continental United States.
 
 
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         Our principal executive offices are located at 5600 Tennyson Parkway, Suite 240, Plano, Texas 75024. The telephone number is 972-294-7116. Our principal website address is www.usrareearths.com. The information contained on, or that can be accessed through, our website is not incorporated into and is not a part of this this Annual Report on Form 10-K. We have included our website address in this Annual Report on Form 10-K solely as an inactive textual reference.
 
Company History and Structure
 
              We were incorporated in the State of Delaware on July 27, 1999 and changed our domicile to the State of Nevada in December 2007. We were originally organized for general investment purposes under the name "Calypso Financial Services, Inc." We entered the advertising business through the merger of Calypso Acquisitions, Inc., a wholly-owned subsidiary of ours, with and into Media Depot, Inc., a Nevada corporation, on December 31, 2007. Following the acquisition, we changed our name to Calypso Media Services Group, Inc. and re-domiciled as a Nevada corporation.
 
         In December 2010, Calypso Media Services Group entered the mining exploration business through the merger of its wholly-owned subsidiary, Calypso Merger, Inc., into Seaglass Holding Corp., or Seaglass, which held rights to more than 600 unpatented lode mining claims covering more than 12,000 acres of land located in Fremont, Gunnison and Saguache Counties of Colorado. Based on geological studies published by various government agencies, as well as our own exploration efforts to date on our claims, we believe these mineral claims are on, near, or adjacent to anomalous features believed to contain rare earth elements. Pursuant to the terms of the merger agreement, the stockholders of Seaglass exchanged 100% of the outstanding common stock of Seaglass for 1,966,667 unregistered shares of our common stock valued at $1.50 per share or $2,950,000. An independent evaluation was performed by a licensed professional engineer to estimate the fair market value of the claims on the date of acquisition. Based on this report, we assigned a fair value to the claims of $326,000 and recorded an impairment expense of $2,624,000 for the year ended December 31, 2010. At the time of the Seaglass merger, Calypso Media Services Group changed its name to Colorado Rare Earths, Inc.
 
        Colorado Rare Earths further expanded its exploration business in August 2011 when U.S. Rare Earths, Inc., a Delaware corporation, or Old USRE, was merged into Seaglass. With this merger, Colorado Rare Earths acquired rights to 583 unpatented lode mineral claims located in Lemhi County, Idaho, and 56 unpatented lode mining claims located in Beaverhead and Ravalli Counties, Montana. The mineral claims cover over 9,600 acres of land. Based on geological studies published by various government agencies, as well as our own exploration efforts to date on our claims, we believe these mineral claims are on, near, or adjacent to anomalous features believed to contain rare earth elements. Pursuant to the terms of the merger agreement, Old USRE stockholders exchanged 100% of their outstanding common stock for 1,666,667 unregistered shares of our common stock valued at $8.55 per share. As part of the acquisition price, we also assumed several notes payable in the aggregate amount of $1,450,000. At the closing, we paid $500,000 related to the booked notes payable. We did not obtain a valuation of the mineral properties at the time of the merger. As a result, we assigned a fair value to the claims of $0 and recorded an impairment expense of $15,678,000 for the year ended December 31, 2011. Following the merger, we changed our name to "U.S. Rare Earths, Inc."
 
     We have maintained most of the claims acquired through the above-described mergers and have acquired new claims. Today, we hold approximately 1,250 unpatented lode mining claims for rare earth elements covering approximately 22,000 acres of land in Idaho, Montana, and Colorado. Exploration on these projects is discussed under "Properties—Mining Claims" below.
 
 
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Current Operations
 
     Our current operations are exploratory in nature. We are considered an exploration stage company under SEC criteria because we have not demonstrated the existence of proven or probable reserves at our claims and have not conducted any actual mining operations. Accordingly, as required under SEC guidelines and U.S. GAAP for companies in the exploration stage, all of our investments in mineral properties to date have been expensed as incurred and therefore do not appear as assets on our balance sheet. We expect exploration expenditures will continue during 2015 and subsequent years. We expect to remain an exploration stage company for the foreseeable future. We will be deemed an exploration stage company until such time as we demonstrate the existence of proven or probable mineral reserves that meet SEC guidelines. Likewise, unless mineralized material is classified as proven or probable reserves, substantially all expenditures for mine exploration and construction will continue to be expensed as incurred.
 
     Our principal source of liquidity for the next several years will be capital raises through the sale and issuance of equity and debt securities. However, since our ability to raise additional capital will be affected by many factors, most of which are not within our control, there can be no assurance that we will be able to raise the additional capital, as and when needed, to fund our ongoing operations. Please see "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information regarding the challenges we face in raising capital and with respect to our current liquidity.
 
Our Market Opportunity
 
     Global demand for REEs has experienced an upward trend. This is projected to continue to grow as a result of the developing rare earth elements supply chain as more high-tech and green industry applications come to market. During this time, China has been the primary producer and refiner of rare earth elements. With China's dominance of the production and refinement of REEs, the rest of the world is currently dependent on Chinese exports to meet its own growing needs specifically related to heavy rare earth elements and critical rare earth elements.
 
     According to Roskill Information Services Ltd., Roskill's estimated percentage of China's global demand and the USGS (Mineral Commodities Reports and Open–File Report 2011–1042) provide for an estimate of global demand for rare earth oxides, or REOs, in 2014 to be at an estimated 130,000 metric tons, growing to between 140,000 and 150,000 metric tons in 2015. At the same time, estimates are that, with increasing global demand and continued current 2014 estimated global production (without additional production), an undersupply of certain rare earth will occur. We believe greater rare earth supply sources outside of China will be needed to make up the shortfall to meet global demand.
 
     While production from new operations such as Mountain Pass in California and Mt. Weld in Western Australia may be able to make up some of the shortfall between demand and supply, according to the CRS Report, several forecasts show that there may be shortfalls of some rare earth elements.
 
     As we hold unpatented lode mining claims to nearly all of the historically known rare earth element mineralization occurrences in the Lemhi Pass District of East-Central Idaho and South-Western Montana, we believe we can play an important role in addressing this increasing supply/demand disparity.  
 
Rare Earth Elements Market Overview
 
     The discussion concerning the rare earths industry included in this this Annual Report on Form 10-K includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such information.
 
What are Rare Earth Elements?
 
     The rare earth elements are a group of 15 naturally occurring chemical (metallic) elements consisting of the 14 lanthanide elements and yttrium. They share many similar properties, and all tend to occur together in geological deposits, although in varying concentrations. Rare earth elements are relatively common; however, they are referred to as "rare" because they are not often found in commercially exploitable concentrations. The principal mineral sources for rare earth elements are bastnasite, monazite, ion-absorption clays and loparite. Despite their relative abundance, rare earth elements are more difficult to mine and extract than equivalent sources of transition metals, making rare earth elements relatively expensive.
 
 
 
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         Rare earth elements generally fall into one of two categories—the light rare earth elements, which include lanthanum, cerium, praseodymium, neodymium, samarium and europium, and the heavy rare earth elements, which include gadolinium, terbium, dysprosium, holmium, erbium, thulium, ytterbium, lutetium and yttrium. Rare earth element mineral deposits are usually rich in light rare earth elements. Heavy rare earth element deposits have a lower concentration of light rare earth elements with a significantly higher percentage of heavy rare earth elements. While light rare earth elements tend to be more abundant, one light rare earth element—neodymium—and four heavy rare earth elements—europium, terbium, dysprosium and yttrium—are in sufficiently short supply that they are referred to as "critical rare earth elements".
 
         The oxides produced from processing rare earth elements are commonly referred to as REOs.
 
Rare Earth Element Uses
 
     Rare earth elements are necessary components in many high technology and green energy related products in both civilian and national security applications. Currently, the dominant end uses for rare earth elements in the United States are for automobile catalysts and petroleum refining catalysts, use as phosphors in color television and flat panel displays (cell phones, portable DVDs, and laptops), permanent magnets and rechargeable batteries for hybrid and electric vehicles, and numerous medical devices. There are important defense applications such as jet fighter engines, missile guidance systems, anti-missile defense systems, and satellite and communication systems. Permanent magnets containing neodymium, gadolinium, dysprosium, and terbium are used in numerous electrical and electronic components and new-generation generators for wind turbines. The following table derived from the CRS Report identifies the major end use for the following rare earth elements:
 
     
Rare Earth Elements
 
Major End Use
Cerium
 
Auto catalyst, petroleum refining and metal alloys
Dysprosium
 
Permanent magnets and hybrid engines
Erbium
 
Phosphors
Europium
 
Red color for television and computer screens
Gadolinium
 
Magnets
Holmium
 
Medical lasers, glass coloring, and defense infrared counter measure systems and range finding.
Lanthanum
 
Hybrid engines and metal alloys
Lutetium
 
Catalyst in petroleum refining
Neodymium
 
Auto catalyst, petroleum refining, hard drives in laptops, headphones and hybrid engines
Praseodymium
 
Magnets
Samarium
 
Magnets
Terbium
 
Phosphors and permanent magnets
Thulium
 
Medical x-ray units
Ytterbium
 
Lasers and steel alloys
Yttrium
 
Red color, fluorescent lamps, ceramics and metal alloy agent
 
 
 
 
9

 
 
Rare Earth Element Demand
 
According to Roskill Information Services Ltd., Roskill's estimated percentage of China's global demand and the USGS (Mineral Commodities Reports and Open–File Report 2011–1042) provide for an estimate of global demand for rare earth oxides, or REOs, in 2014 to be at an estimated 130,000 metric tons, growing to between 140,000 and 150,000 metric tons in 2015 and to 158,000 metric tons in 2017.
 
The Roskill 2012 Report, estimated rare earth demand by application for 2012 to be as follows:
 
 
Rare Earth neodymium, praseodymium, dysprosium demand by Application—World, 2012
 
 
 
 
 
 
Rare Earth yttrium, europium, terbium demand by Application—World, 2012
 
 
 
 
 
 
 
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Rare Earth Element Production and Reserves
 
         Historically, the United States was the leading producer of rare earths from 1965 to the mid-1980s. During this period, the United States provided the majority of rare earth minerals to the rest of the world from the Mountain Pass mine in California. However, by 1986, China surpassed the United States to be the world's top producer and major supplier of rare earths. As illustrated by the following table from the CRS Report showing production and reserves of rare earth elements by country in 2011, China has dwarfed all other producers, supplying some 95% of the world's rare earth elements. During 2012, Molycorp's Mountain Pass mine in California came back into production and, according to Molycorp's 2013 annual report, the Mountain Pass mine produced approximately 2,000 metric tons of REOs in the third and fourth quarters of 2013 with a design capacity of 19,050 metric tons per year. In addition, Lynas Corporation's Mt. Weld mine in Australia has come on line, but, according to the CRS Report, has yet to reach its projected production capacity of 11,000 metric tons per year. Given the timeline for current exploration projects to come into production, if at all, we believe that China will continue to dominate the market for rare earth elements for the foreseeable future.
 
 
 
Rare Earth Element Prices
 
                    According to the Metal Pages Reports, prices of rare earth oxides rose rapidly in 2010 and 2011, while rare earth oxide prices have declined in general from the first half of 2012 through the last quarter in 2014. The CRS Report attributes the price increases to restrictions on Chinese rare earth exports and lack of capacity elsewhere in the world and attributes the price declines to softer demand (e.g., some substitution, high stocks, and a slow economic recovery). We believe that China's dominance of the global rare earth elements market gives it the ability to exercise substantial control over the current pricing of rare earth elements. We also believe that, until a domestic, readily available, transparent, and free market source of rare earths production becomes available, China will maintain substantial control over market prices for the foreseeable future.
 
 
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         The following table shows prices for selected rare earth oxides from 2012 to mid-3 rd  quarter 2014.
 
 
 
 

 
  Source:     Metal Pages.
 
We believe that the anticipated shortages of rare earth elements worldwide, coupled with the desirability from the standpoint of national security for developing sources of rare earth elements within the United States, creates an opportunity to develop a successful rare earth elements mining and processing business. We are at the early stages of exploration on our Montana, Idaho, and Colorado prospects and have neither proven nor probable reserves; nor have we completed preliminary feasibility studies for any of these prospects. However, based on geological studies published by various government agencies, as well as our own exploration efforts to date on our claims, we believe that these opportunities are worth pursuing.
 
 
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Properties
 
            We do not own real property and have no plans to acquire any real estate. Our mining claims and other real property interests specifically related to mining are discussed below.
 
Summary of Our Mining Claims
 
     Currently, our operations are exploratory in nature. We hold approximately 1,250 unpatented lode mining claims covering approximately 22,000 acres of land in Idaho, Montana and Colorado. In Idaho and Montana, our claims are located in the Lemhi Pass mineral trend in Lemhi County, Idaho, and Beaverhead and Ravalli Counties, Montana. These claims are grouped into projects that include the Last Chance and Sheep Creek Projects in Montana and North Fork, Lemhi Pass and the Diamond Creek Projects in Idaho. In Colorado, the claims include the Powderhorn Project in Gunnison County, and the Wet Mountain Project in Fremont County. These claims have been filed with the Bureau of Land Management, or BLM, pursuant to the General Mining Law on federal lands where both the surface and mineral interests are owned by the United States government.
 
     All of our mining claims are wholly owned without any royalties or shared interest. As part of the Settlement Agreement described in the section entitled "Transactions with Related Persons", we granted a ten-year right of first refusal—consistent with the terms and conditions proposed by a bona fide third-party commercial bidder determined by the parties—with respect to a contract for the disposition of thorium in connection with any future mining of rare earths on our Lemhi Pass properties.
 
 
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         Our number of mining claims by state, project and covered acres are summarized in the table below.
 
U.S. Rare Earths Inc.'s Mining Claim Summary.
 
Claims
         
Count
 
Covered Acres
State
 
Project
 
Prospect
       
Montana
          56   937
   
Last Chance
      44   693
   
Sheep Creek
      12   244
Idaho
          582   8,677
   
North Fork
      456   6,475
       
Silver King
  10   203
       
Cardinal
  59   461
       
Jackpot
  28   333
       
Radiant
  59   62
       
Bus
  27   558
       
Non-Prospect NF
  273   4,858
   
Lemhi Pass
      98   1,650
   
Diamond Creek
      28   552
Colorado
          611   12,173
   
Powderhorn
           
       
Satellite
  175   3,483
       
Rudolph Hill
  302   5,962
   
Wet Mountains
      134   2,728
                 
 
 
 
 
Total
          1,249   21,786
 
        Our claims and our activities to date with respect to our claims are discussed below.
 
 
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Montana and Idaho
 
Summary
 
We have more than 630 unpatented lode mining claims in Beaverhead and Ravalli Counties, Montana, and in Lemhi County, Idaho, that cover more than 9,600 acres of land. All of these claims are located on properties that are part of a mineralized trend that we refer to as the Lemhi Pass mineral trend as illustrated in the map in Figure 1 below. This trend extends for approximately 60 miles through Montana and Idaho and contains known anomalous rare earth mineralization, based on certain reports described below. For purposes of exploration and assessment, we have broken our claims in the Lemhi Pass mineral trend into five exploration projects, two in Montana (Last Chance and Sheep Creek) and three in Idaho (North Fork, Lemhi Pass and Diamond Creek). The relative positions of these projects within the Lemhi Pass mineral trend may be seen on the map in Figure 1 below.
 
 
Figure 1
 
 
 
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History of Exploration in the Lemhi Pass Mineral Trend
 
         The Lemhi Pass mineral trend has had two general periods of historical exploration and prospecting, the first of which started in 1883 and was principally for copper. The second period began in 1950 following the discovery of thorium in the area and extended through the 1980's. This exploration was conducted by various entities, sometimes with federal government funding, and was focused upon the potential use of thorium. This exploration included core-hole drilling and surface sampling, as well as some surface excavation to expose a mineral vein in many areas, including several longitudinal cuts that expose the Last Chance vein with a known length of 4,350 feet. In addition, some underground exploration was undertaken on the Last Chance vein. Several mine tunnels were excavated extending some 1,300 feet, in addition to a vertical shaft of 80 feet.
 
     While much of the analysis of our 2013 exploration is not yet published, the U.S. Geological Survey, or USGS, and Idaho Bureau of Mines and Geology issued a number of reports evaluating the Lemhi Pass rare earth-thorium mineralization trend. This work indicates the presence of monazite and xenotime—mineral sources for rare earth elements. Associated minerals include principally thorite, specular hematite, magnetite, feldspars, quartz, barite, rutile, and, particularly, goethite along mineralized fracture/shear zones.
 
     From 1965 through 1968, the AEC evaluated the Lemhi Pass mineral trend and issued several reports detailing grab-sample assay chemistry, geology, mineralogy, and sample locations encompassing the entire trend. In the course of its geological investigations, the AEC collected 200 samples from over 50 properties in the Lemhi Pass area. Metallurgical investigations at the time by the U.S. Bureau of Mines cited by the AEC indicated that recovery of REEs, with an acid cure, could be between 50%-70% of the rare earth elements present in the deposit.
 
     Expanding on original exploration works by others, the USGS completed a survey of the area encompassing Lemhi Pass in 1979. They reported that thorium mineralization occurs in 219 known veins in the Lemhi Pass area (there is a high correlation in deposits of rare earth minerals where thorium is found), the largest vein being located on our Last Chance Project, which is up to 40 feet thick, with a stated known length of 4,350 feet. The area veins typically have strikes (orientation of length) from N 40° W to N 80° E, with a dip that varies between 40° and 70° SE, and follow irregular fractures in the host rock.
 
 
 
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         These published works, together with some privately held available data concerning this early exploration, were of great use to us and our predecessors in locating our claims in the Lemhi Pass mineral trend.
 
Environmental Concerns Related to Historical Workings
 
         The rare earth mineralization found on all of our projects has some associated thorium. Historical investigations used the radioactive nature of thorium minerals to locate occurrence of thorium, which also led to the discovery of the associated rare earth minerals. These radioactive minerals are generally in concentrations of less than 0.05% and are considered Naturally Occurring Radioactive Material (NORM) and, to date, none of our approved and permitted or submitted Plans of Operation or Notices of Intent require us to remediate any historical workings.
 
         In a majority of cases, these historical investigations used bulldozers to excavate the surface material to better expose the surface expression of these minerals. Because of this, all of our projects have some historical surface disturbance. In some cases, surface disturbances have been covered back up by the BLM. In other cases, such as the Last Chance Project and claims holding the Last Chance main vein and generally our projects in Montana, no covering of these workings has occurred; however, the adits that exist in the Last Chance Project have been closed-in by backfilling at the opening. All of our exploration work is restricted to less than five acres of disturbance and requires permitting according to our submitted Plans of Operation or Notices of Intent to the applicable regulatory authority. To date none of our approved and permitted or submitted Plans of Operation or Notices of Intent require us to remediate our historical workings.
 
The Montana Projects
 
Last Chance
 
Location
 
         The Last Chance Project is located approximately 25 miles SSE of Salmon, Idaho on Forest Service Land in the Beaverhead National Forest District in Lemhi County, Idaho and Beaverhead County, Montana. This project is accessed by traveling south on Idaho Highway 28 to Tendoy, Idaho. Then east (left) on the Lewis & Clark Highway/Agency Creek Road 13.9 miles into Montana turning south (right) onto Frying Pan Road to the project area. All other access is by foot or helicopter. Access to the Last Chance property and the locations of contiguous claim blocks are shown in the map in Figure 2 below.
 
 
17

 
 
Figure 2
 
 
 
18

 
 
Mineral Rights Ownership, Maintenance and Description
 
     The Last Chance Project consists of 44 unpatented lode mining claims covering approximately 690 acres. These claims are listed in the table below. The claims were staked on federal land on the "Location Date" shown in the table below and are maintained in accordance with the General Mining Law.
 
Last Chance Project Claims
 
Claim Name(1)
 
Location Date(2)
 
Acres
ATOMIC BLAST
 
7/26/2007
 
14.3
BROWN BEAR 2-MT
 
9/22/2007
 
11
DAN PATCH
 
7/26/2007
 
20.66
FINAL LAST CHANCE NEW
 
3/4/2014
 
13
FRYING PAN
 
7/24/2007
 
8.7
FRYING PAN 2
 
7/24/2007
 
20.66
G & G 2
 
7/25/2007
 
20.66
G & G 3
 
7/25/2007
 
20.66
G & G 5
 
7/25/2007
 
20.66
G & G 6
 
7/25/2007
 
20.66
GROUSE 1
 
7/24/2007
 
11.2
KATIE LYNN 1
 
7/26/2007
 
20.66
KATIE LYNN 2
 
7/26/2007
 
20.66
 

 
19

 
 
Claim Name(1)
 
Location Date(2)
 
Acres
KATIE LYNN 3
 
7/26/2007
 
20.66
KATIE LYNN 4
 
7/26/2007
 
20.66
KATIE LYNN 5
 
7/26/2007
 
20.66
KATIE LYNN 6
 
7/26/2007
 
20.66
LAST CHANCE 3
 
7/24/2007
 
13.8
LAST CHANCE 30 NEW
 
3/4/2014
 
20.66
LAST CHANCE 31
 
7/24/2007
 
20.66
LAST CHANCE 32
 
7/24/2007
 
20.66
LAST CHANCE 39
 
7/24/2007
 
20.66
LAST CHANCE 5
 
7/24/2007
 
10
LAST CHANCE A
 
7/24/2007
 
20.66
LAST CHANCE EXT 6
 
7/24/2007
 
11
LAST CHANCE EXT 7
 
7/24/2007
 
15.4
LAST CHANCE H
 
7/24/2007
 
13.7
LAST CHANCE I
 
7/24/2007
 
7.3
LAST CHANCE J
 
7/24/2007
 
13.4
LAST CHANCE NEW
 
3/4/2014
 
20.66
MONTANA BEAVERHEAD
 
7/24/2007
 
16.5
RAGAND
 
7/24/2007
 
14.4
RAGAND 10
 
7/24/2007
 
5.9
RAGAND 11
 
7/24/2007
 
13.3
RAGAND 12
 
7/24/2007
 
12.3
RAGAND 6
 
7/24/2007
 
11.1
RAGAND 8
 
7/24/2007
 
6.6
RAGAND 9
 
7/24/2007
 
18.1
SHADY TREE OVERSIGHT 4
 
7/25/2007
 
20.66
SHADY TREE OVERSIGHT 5
 
7/25/2007
 
20.66
SHADY TREE NEW
 
3/4/2014
 
20.66
TRAPPER 1
 
7/24/2007
 
10.8
TRAPPER 4
 
7/24/2007
 
13.6
 
(1) All claims are recorded in the name of Seaglass Holding Corp., a wholly-owned subsidiary of ours.

(2)      All claims are located in the State of Montana.
 
 
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         The principal explored claims include the following nine claims: the Last Chance New, Last Chance 30 New, Shady Tree New, Montana Beaverhead, Trapper 1, Final Chance New, Last Chance 39, Last Chance 32, and Last Chance 31. The remaining claims have not been explored in detail by us and are being held for future exploration work.
 
         These claims and their associated mineral rights are held by currently active unpatented lode mining claims filed with the Montana office of the BLM, located in Billings, Montana and at the County Recorder's Office of Beaverhead County, in Montana. Maintenance of the mineral rights associated with the unpatented lode mining claims require annual filing and payment of $140 per claim fee to the BLM and filing with county jurisdiction with an associated recording fee of approximately $150 for all Montana located unpatented lode mining claims. During the normal course of exploration, we plan to continually perfect, expand, reduce, or otherwise modify and adjust our claims in coordination with our exploration efforts to maintain effective mineral rights that cover material properties.
 
History of the Project
 
         The most noteworthy early historical work on and related to the Last Chance prospect thorium-rare earth mineralization trend began in the early 1950's by U.S. government agencies that issued multiple reports detailing, geology, and mineralogy covering the entire Lemhi Pass thorium-rare earth mineralized trend. This northwest mineralized trend extends over 60-70 miles from Lemhi Pass, Idaho to the North Fork "Mineral Hill" area northeast of Shoup, Idaho, and contains the Last Chance prospect. The principal rare earth minerals of the trend are monazite and xenotime.
 
         These government investigations were supplemented by private entity exploration starting in 1950 with Elkhorn Mining Co, followed by Sawyer Petroleum Co. in partnership with Union Pacific Railroad Co., then later by Tenneco Oil Co., followed by Idaho Energy and Resources Co.
 
         These reports investigate and describe mineralization (rare earths) occurrences in 219 known veins in the Lemhi Pass area of Idaho and Montana, the largest vein being located on the Last Chance Project, which is up to 39 feet thick, with a known length of 4,350 feet. The Lemhi Pass area veins are reported to typically have strike (orientation of length) azimuths of 320 to 80 degrees, with southeasterly dips varying between 40 to 70 degrees that followed irregular fractures in the host rock. Specific efforts of these early investigations focused on the Last Chance vein. The historical investigations and work efforts on the Last Chance vein developed 10 drill-holes reaching depths of 290 feet, multiple trenches along and cross-cutting the Last Chance main vein where it is exposed at the surface, an 80 foot vertical shaft, and two adits totaling more than 1,300 feet of underground work that drift to and along the vein. The underground adits and shaft are currently closed-in.
 
         Our predecessor companies also completed grab sampling between 2007 and 2010 indicating several localities of anomalous rare earth mineralization.
 
Geological Setting
 
         The Last Chance Project regional geology consists primarily of the Proterozoic metamorphosed Belt Supergroup of sediments that are well known in the region. These "metasediments" consist of very thick units of metamorphosed micaceous sandstones, siltstones, and mudstones of lake-basin origin and were deposited approximately 1.4 billion years ago. These sediments have since been metamorphosed and subsequently thrust and block faulted. There are numerous block faults with normal movement surrounding and within the Project. Three named faults exist in the area; the Lemhi Pass Fault lies to the north of the Last Chance Project, and the Bull Moose Fault and Dan Patch Fault are located east of the Last Chance Project. There are unnamed normal faults crossing the Project.
 
         The Project's rare earth mineralization is considered to be related and deposited in the early Cenozoic (Tertiary) time period and is structurally controlled along the northeast and northwest trending fractures and shear zones hosted in the Project Belt Supergroup units.
 
Exploration work
 
         The Last Chance Project is an exploration stage project and does not have any reportable reserves.
 
Phase I and II Exploration Work
 
         The majority of our Phase I and II exploration work was conducted during 2013 on the Last Chance Project's main vein, which is one of the longest known veins in the Lemhi Pass mineral trend and extends up to approximately 4,350 feet along its length. Our work at this project in 2013 consisted of a compliant diamond core drilling and channel sampling program, which defined a deposit with moderate to high critical rare earth elements mineralization. We drilled eight core holes with depths reaching up to 520 feet. All eight of the drill holes intersected the vein. In addition, we took 12 channel samples along the known length of the vein.
 
 
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         The drill hole and channel sample locations were recorded by waypoint averaging GPS handheld units and cross-correlated with satellite imagery. The drill core data, along with the surface channeling sampling and field mapping, provided us with over 165 data points for evaluation purposes and conceptualization of a deposit model. In addition to the assay work, we submitted for density determination 54 pseudo-random host and vein rock samples in accordance with the sampling and analysis procedures discussed in the "Sampling and Analysis" section below.
 
         During 2013, we also completed channel sampling on the Montana Beaverhead claim located directly north of the Last Chance Project's main vein. This sample data indicates a similar mineralization and tenor of the Last Chance vein. At this time, we believe that this vein is oriented such that it strikes in a west-northwest direction with an as yet undetermined dip assumed to be southwesterly (in accordance with historical reports). Future exploration work is needed to identify the tenor and extent of the Beaverhead vein as it has potential to increase existing Project mineralization tonnage.
 
         Assay tests of core samples and channel samples indicated the presence of rare earth elements at levels that lead us to believe that further exploration in this area is warranted. Mineralization associated with the vein appears to be structurally controlled. The dominant rare earth source rock in the vein is believed to be monazite. Other minerals that are associated with the vein include thorite, hematite, quartz, and limonite.
 
         The cost of exploration work (including filing fees) from 2011 through December 31, 2014 was approximately $790,000.
 
     Future Exploration Work
 
         Based on the following factors, we believe continued exploration is warranted:
 
intersection of at-depth mineralization during our drilling program;

the length of the defined surface extent of the Last Chance Project's main vein;
 
our exploration work indicating the potential to find additional veins with length and mineralization; and
 
the historical investigations indicating a potential to find additional related mineralization within the project.
 
         Accordingly, we plan to conduct exploration on this project in 2015 (subject to available funds) and we plan to include on our exploration team persons competent to supervise the work as staff or subcontractors.
 
         In addition, we received approval from the U.S. Forest Service to re-open the Last Chance northern adit to allow for the retrieval of not more than 2,500 short tons of metallurgical sample material from the adit and a historic surface stockpile. We recently commenced material handling to remove the material from the stockpile.
 
 
22

 
 
         Our future exploration work plan for the Last Chance Project with estimated costs is summarized in the table below. Administration and company staff support costs are excluded.
 
Phase
 
Task
 
Estimated Cost
($1000's)
III
 
Opening north adit for exploration and sampling purposes
  350 - 500
III
 
Underground metallurgical sample collection
  50 - 300
III
 
Continued evaluation of thorium and silver occurrence and association impact to the project as mineralogical, metallurgical, and market data are developed and determined
  20 - 50
III
 
Preliminary mineralogical studies
  20
III
 
Advanced metallurgical investigations with benefactions (Continuing in Phase IV and V)
  100 - 3,500
III
 
Field mapping and sample collections focused on the Beaverhead Montana claim
  50 - 75
III
 
Refinement of QA/QC standards and procedures
  20
IV
 
Completion of four to six diamond core holes
  250 - 350
IV
 
Additional modeling with new drill-hole data
  20 - 60
   
Total
  880 - 4,875
 
     We plan to use the proceeds of this offering and from future financings to fund our future exploration work. We continually prioritize our exploration efforts based on the most current exploration results and funding availability; therefore none, some, or all of the permitted exploration work for this project may be completed upon approved permitting.
 
Project Mineralogy
 
     We have yet to conduct a full mineralogy study of the Lemhi Pass deposits; however, field observations made by our geologists are consistent with the mineralogy reported by historical investigations. The primary rare earth minerals are believed by us to include monazite and xenotime. Associated minerals include principally specular hematite, magnetite, feldspars, quartz, barite, rutile, thorite, and particularly goethite along mineralized fracture/shear zones. The rare earth minerals are generally only identifiable by microscopic analysis.
 
Sampling and Analysis
 
     We conducted both channel and drill core sampling.
 
     Channel samples were taken across the vein perpendicular to the vein strike with channels 4 inches wide, 4 inches deep and up to 29 feet in length. Individual samples consisted of 3.28 foot intervals collected along the individual channels.
 
     Drill core containing visual mineralization was photographed, after which the mineralized core was split along the vertical core axis. Samples consisting of half of the split core were bagged in even 3.28 foot intervals.
 
     Sample identification numbers were recorded on sample tags with matching tag numbers that were marked and sent with the samples to the assay lab.
 
     Samples collected during our Phase I and II exploration program were analyzed by a third party laboratory that is accredited by the Standards Council of Canada. Samples were shipped via FedEx directly from our facilities to the laboratory under chain of custody. Prior to shipment from the field or sample preparation facility, blanks, duplicates, and rare earth standards were inserted into the sample batch with a frequency of one every 10 samples. Cross-check assays were performed by an additional third party laboratory to identify the presence of any significant laboratory bias in the analytical results.
 
     Sampling quality assurance and quality control included an external Canadian certified rare earth standard and our own internal standard. Our field blanks consisted of locally sourced gravel and a non-local sourced quartzite.
 
 
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         Our quality assurance and quality control program is under continuous review, evaluation, and development to maintain and improve quality assurance and quality control.
 
     Power, Water and Infrastructure
 
     The only power available to the Last Chance Project is by battery or petroleum fueled generators brought onto the site by us. Water is purchased from a source located 16 miles from the Last Chance Project and trucked to the Last Chance Project for drilling and other purposes. No permanent infrastructure or equipment is located within the Last Chance Project.
 
Sheep Creek
 
     Location
 
         The Sheep Creek Project is located approximately 30 miles NW of Salmon, Idaho on Forest Service Land in the Bitterroot National Forest District in Ravalli County, Montana. This project is accessed by traveling north on US-93N to the Conner Cutoff Road then to the West Fork Road. All other access is by foot or helicopter. The Sheep Creek claim block is illustrated in the North Fork Project section map in Figure 3 below.
 
     Mineral Rights Ownership, Maintenance and Description
 
         The Sheep Creek Project consists of 12 unpatented lode mining claims covering approximately 244 acres and these claims are listed in the table below. The claims were staked on federal land on the "Location Date" shown in the table below and are maintained in accordance with the General Mining Law.
 
Sheep Creek Project Claims
 
Claim Name(1)
 
Location
Date(2)
 
Acres
 
SC 10A
 
11/20/2013
   
20.66
 
SC 11A
 
11/20/2013
   
20.66
 
SC 12A
 
11/20/2013
   
20.66
 
SHEEP CREEK 1
 
9/1/2009
   
20.66
 
SHEEP CREEK 2
 
9/1/2009
   
20.66
 
SHEEP CREEK 3
 
9/1/2009
   
20.66
 
SHEEP CREEK 4
 
9/1/2009
   
20.66
 
SHEEP CREEK 5
 
9/1/2009
   
20.66
 
SHEEP CREEK 6
 
9/24/2009
   
20.66
 
SHEEP CREEK 7
 
7/10/2010
   
20.66
 
SHEEP CREEK 8
 
7/10/2010
   
20.66
 
SHEEP CREEK 9
 
7/10/2010
   
20.66
 
 
(1) SC10A, 11A and 12A claims are recorded in our name while the remaining claims are recorded in the name of Seaglass Holding Corp., a wholly-owned subsidiary of ours.
 
(2)   All claims are located in the State of Montana.
 
These claims and their associated mineral rights are held by currently active unpatented lode mining claims filed with the Montana office for the BLM located in Billings, Montana and at the County Recorder's Office of Ravalli County, Montana. Maintenance of the mineral rights associated with the unpatented lode mining claims require annual filing and payment of a $140 per claim fee to the BLM and filing with county jurisdiction with an associated recording fee of approximately $150 for all Montana located lode unpatented mining claims. During the normal course of exploration, we plan to continually perfect, expand, reduce, or otherwise modify and adjust our claim mineral rights holdings in coordination with these exploration efforts to maintain effective mineral rights that cover material properties.
 
 
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History of the Project
 
        The first discovery of important mineralization occurred in 1954 when columbite was located on Sheep Creek. Following this discovery, the Montana Bureau of Mines completed investigations in 1957 on the Sheep Creek Project area that was being explored by Continental Rare Metals Corporation. It was during these earlier investigations that rare earth mineralization was also identified as occurring in the carbonatite veins located along the Sheep Creek Drainage. We hold a majority of these rare earth localities historically located by coverage of our Sheep Creek Project claims.
 
         Our predecessor also completed grab sampling between 2007 and 2010 indicating several localities of anomalous rare earth mineralization in the area.
 
Geological Setting
 
         The geological setting of Sheep Creek is part of the North Fork geological setting described in the North Fork-Geological Setting section below.
 
Exploration
 
        The Sheep Creek Project is without known reportable reserves and is exploratory in nature.
 
         Our predecessor completed grab sampling between 2007 and 2010 indicating several localities of anomalous rare earth mineralization; however, to date, we have not performed any advanced exploration work on this project and we do not have plans to conduct exploration work in 2015.
 
         Based on the results of our 2013 North Fork field work located approximately three to five miles south of the Sheep Creek Project, our predecessor's grab sample results, and from historical investigations we believe continued exploration is warranted.
 
Project Mineralogy
 
         The main rare earth minerals in this area are believed to be ancylite, bastnasite, and monazite, with some association of rutile with highly anomalous concentrations of niobium.
 
Sampling and Analysis
 
         We have not conducted any material sampling and analysis of minerals on the Sheep Creek Project.
 
Power, Water and Infrastructure
 
         The only power available to the Sheep Creek Project is by battery or petroleum fueled generators brought on to the site by us. We have not yet permitted for water use on the Sheep Creek Project, but have two options to secure water including purchase from a source located nearby or permitted use of nearby surface water. No permanent infrastructure or equipment is located within Sheep Creek Project.
 
The Idaho Projects
 
           Summary.     We have identified three principal projects in Idaho with several associated prospects contained within each project area. These include the North Fork, Lemhi Pass, and Diamond Creek Projects, all located in Lemhi County, Idaho. These projects are shown in the map under "Business and Properties—Properties— Montana and Idaho Summary ". Each of these projects has undergone exploration work. During 2012 and 2013, two diamond core drill holes were completed on the Diamond Creek Project, and channel samples were taken on the North Fork, Lemhi Pass and Diamond Creek Projects.
 
 
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North Fork
 
Location
 
         The North Fork Project is located on Forest Service Land in the Salmon Challis National Forest. This project can be accessed from Salmon, Idaho by traveling north on US-93 to the NF-30 Salmon River Road Turnoff, the final access into the project is along various unpaved, unimproved Forest Service Roads. All other access is by helicopter or foot. Access to the North Fork Project and the location of prospect contiguous claim blocks are shown in the map in Figure 3 below.
 
 
Figure 3
 
 
Mineral Rights Ownership, Maintenance and Description
 
         Within the North Fork Project, we have identified five separate prospects: Cardinal, Jackpot, Silver King, Radiant, and BUS, all shown on the map above.
 
 
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         The North Fork Project principal claims we have prioritized for future exploration include 97 unpatented lode claims covering approximately 1,000 acres. These claims are listed in the table below by prospect title. The claims were staked on federal land on the "Location Date" shown in the table below and are maintained in accordance with the General Mining Law.
 
Claim Name(1)
 
Prospect
 
Location Date(2)
 
Acres
 
CARDINAL #2
 
Cardinal
 
7/12/2010
   
20.66
 
CARDINAL 1
 
Cardinal
 
8/29/2009
   
20.66
 
CARDINAL 10
 
Cardinal
 
6/14/2011
   
20.66
 
CARDINAL 11
 
Cardinal
 
6/14/2011
   
20.66
 
CARDINAL 12
 
Cardinal
 
6/16/2011
   
17.4
 
CARDINAL 13
 
Cardinal
 
6/14/2011
   
18.3
 
CARDINAL 14
 
Cardinal
 
6/14/2011
   
19.24
 
CARDINAL 15
 
Cardinal
 
6/14/2011
   
18.16
 
CARDINAL 16
 
Cardinal
 
6/16/2011
   
18.84
 
CARDINAL 17
 
Cardinal
 
6/16/2011
   
20.66
 
CARDINAL 18
 
Cardinal
 
6/16/2011
   
20.66
 
 
 
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Claim Name(1)
 
Prospect
 
Location Date(2)
 
Acres
 
CARDINAL 19
 
Cardinal
 
6/16/2011
    18.92  
CARDINAL 20
 
Cardinal
 
6/16/2011
    18.07  
CARDINAL 21
 
Cardinal
 
6/16/2011
    19.15  
CARDINAL 22
 
Cardinal
 
6/16/2011
    20.66  
CARDINAL 23
 
Cardinal
 
6/16/2011
    20.66  
CARDINAL 24
 
Cardinal
 
6/16/2011
    20.66  
CARDINAL 25
 
Cardinal
 
6/16/2011
    20.66  
CARDINAL 26
 
Cardinal
 
6/16/2011
    20.66  
CARDINAL 27
 
Cardinal
 
6/17/2011
    18.9  
CARDINAL 28
 
Cardinal
 
6/17/2011
    20.66  
CARDINAL 29
 
Cardinal
 
6/17/2011
    20.66  
CARDINAL 3
 
Cardinal
 
9/16/2010
    20.66  
CARDINAL 30
 
Cardinal
 
6/14/2011
    20.66  
CARDINAL 31
 
Cardinal
 
6/16/2011
    17.91  
CARDINAL 32
 
Cardinal
 
6/17/2011
    20.66  
CARDINAL 33
 
Cardinal
 
6/17/2011
    18.99  
CARDINAL 34
 
Cardinal
 
6/24/2011
    20.66  
CARDINAL 35
 
Cardinal
 
6/24/2011
    20.66  
CARDINAL 36
 
Cardinal
 
7/12/2011
    20.66  
CARDINAL 4
 
Cardinal
 
9/16/2010
    20.66  
CARDINAL 5
 
Cardinal
 
9/16/2010
    20.66  
CARDINAL 6
 
Cardinal
 
9/16/2010
    20.66  
CARDINAL 7
 
Cardinal
 
6/17/2011
    20.66  
CARDINAL 8
 
Cardinal
 
6/16/2011
    20.66  
CARDINAL 9
 
Cardinal
 
6/17/2011
    20.66  
NF 178
 
Cardinal
 
6/30/2011
    20.66  
NF 180
 
Cardinal
 
6/30/2011
    20.66  
NF 182
 
Cardinal
 
6/30/2011
    20.66  
NF 184
 
Cardinal
 
6/30/2011
    20.66  
NF 186
 
Jackpot
 
6/30/2011
    20.66  
NF 188
 
Jackpot
 
6/30/2011
    20.66  
NF 267
 
Jackpot
 
6/30/2011
    20.66  
NF 269
 
Jackpot
 
6/30/2011
    20.66  
NF 271
 
Jackpot
 
6/30/2011
    20.66  
NF 275
 
Jackpot
 
6/30/2011
    20.66  
NF 277
 
Jackpot
 
6/30/2011
    20.66  
NF 365
 
Jackpot
 
6/30/2011
    20.66  
NF 366
 
Jackpot
 
6/30/2011
    20.66  
NF 367
 
Jackpot
 
6/30/2011
    20.66  
NF 368
 
Jackpot
 
6/30/2011
    20.66  
NF 369
 
Jackpot
 
6/30/2011
    20.66  
NF 370
 
Jackpot
 
6/30/2011
    20.66  
NF 371
 
Jackpot
 
6/30/2011
    20.66  
NF 444
 
Jackpot
 
6/30/2011
    20.66  
NF 446
 
Jackpot
 
6/30/2011
    20.66  
NF 447
 
Jackpot
 
6/30/2011
    20.66  
NF 448
 
Jackpot
 
6/30/2011
    20.66  
NF 449
 
Jackpot
 
6/30/2011
    20.66  
NF 189
 
Jackpot
 
6/30/2011
    20.66  
JACK POT 10
 
Jackpot
 
6/20/2011
    20.66  
 

 
28

 
 
Claim Name(1)
 
Prospect
 
Location Date(2)
 
Acres
 
JACK POT 11
 
Jackpot
 
6/20/2011
   
20.66
 
JACK POT 12
 
Jackpot
 
6/20/2011
   
20.66
 
JACK POT 13
 
Jackpot
 
6/20/2011
   
20.66
 
JACK POT 14
 
Jackpot
 
6/22/2011
   
20.66
 
JACK POT 16
 
Jackpot
 
6/21/2011
   
20.66
 
JACK POT 18
 
Jackpot
 
6/21/2011
   
20.66
 
JACK POT 2
 
Jackpot
 
9/18/2009
   
20.66
 
JACK POT 20
 
Silver King
 
6/21/2011
   
20.66
 
JACK POT 22
 
Silver King
 
6/21/2011
   
20.66
 
JACK POT 23
 
Silver King
 
6/21/2011
   
20.66
 
JACK POT 3
 
Silver King
 
9/18/2009
   
20.66
 
JACK POT 4
 
Silver King
 
6/19/2011
   
20.66
 
JACK POT 5
 
Silver King
 
6/19/2011
   
20.66
 
JACK POT 6
 
Silver King
 
6/20/2011
   
20.66
 
JACK POT 7
 
Silver King
 
6/20/2011
   
20.66
 
JACK POT 8
 
Silver King
 
6/20/2011
   
20.66
 
JACK POT 9
 
Silver King
 
6/20/2011
   
20.66
 
JACKPOT 1
 
Cardinal
 
9/2/2009
   
20.66
 
NF 190
 
Cardinal
 
6/30/2011
   
20.66
 
NF 191
 
Cardinal
 
6/30/2011
   
20.66
 
NF 192
 
Cardinal
 
6/30/2011
   
20.66
 
NF 193
 
Cardinal
 
6/30/2011
   
20.66
 
NF 195
 
Cardinal
 
6/30/2011
   
20.66
 
NF 197
 
Cardinal
 
6/30/2011
   
20.66
 
NF 92
 
Cardinal
 
6/30/2011
   
20.66
 
NF 94
 
Cardinal
 
6/30/2011
   
20.66
 
SILVER KING 1
 
Cardinal
 
8/26/2009
   
20.66
 
SILVER KING 10
 
Cardinal
 
9/18/2010
   
20.66
 
SILVER KING 2
 
Cardinal
 
8/26/2009
   
20.66
 
SILVER KING 3
 
Cardinal
 
9/21/2009
   
20.66
 
SILVER KING 4
 
Cardinal
 
9/22/2009
   
20.66
 
SILVER KING 5
 
Cardinal
 
9/22/2009
   
20.66
 
SILVER KING 6
 
Cardinal
 
9/22/2009
   
20.66
 
SILVER KING 7
 
Cardinal
 
9/23/2009
   
20.66
 
SILVER KING 8
 
Cardinal
 
9/18/2010
   
20.66
 
SILVER KING 9
 
Cardinal
 
9/18/2010
   
20.66
 
 
(1) All claims are recorded in the name of Seaglass Holding Corp., a wholly-owned subsidiary of ours.

(2)     All claims are located in the State of Idaho.
 
These claims and their associated mineral rights are held by currently active unpatented lode mining claims filed with the Idaho office of the BLM located in Boise, Idaho and the Recorder's Office of Lemhi County, Idaho. Maintenance of the mineral rights associated with the unpatented lode mining claims requires annual filing and payment of $140 per claim fee to the BLM and filing with county jurisdiction with an associated recording fee of approximately $150 for all Idaho located lode unpatented mining claims. During the normal course of exploration, we plan to continually perfect, expand, reduce, or otherwise modify and adjust our claim mineral rights holdings in coordination with these exploration efforts to maintain effective mineral rights that cover material properties.
 
 
29

 
 
         We also have an additional 359 unpatented lode claims covering approximately 5,478 acres that are secondary in nature to the principal claims. These secondary claims include acreage in the Radiant and BUS prospects in addition to 273 non-prospect affiliated claims.
 
History of the Project
 
         Initially the North Fork Project area was mainly explored during the early 1950's to the early 1960's. Uranium and thorium were discovered in the Salmon River area in 1949; however, the carbonatites of the North Fork Project area were not discovered until 1952, while building access roads for logging. Carbonatite is a rock type known to be highly associated with rare earth element deposits worldwide. Exploration during this time mainly consisted of making bulldozer cuts where Geiger counters showed elevated radiation. By 1953 several areas in the North Fork "Mineral Hill District" had been claimed, including Cardinal, Lee Buck, Monazite Queen, Radiant, Roberts (Jackpot), and Silver King, all with signs of mineralized veins, and underwent further prospecting by several government agencies and Molybdenum Corporation of America. These earlier works established known localities of anomalous rare earth mineralization. We hold a major portion of these localities that are covered by our North Fork Project claims.
 
         Our predecessor also completed grab sampling between 2007 and 2010 indicating several localities of anomalous rare earth mineralization and an aero radiometric and magnetic survey were completed for the area.
 
Geological Setting
 
         The North Fork Project area regional geology consists primarily of the Proterozoic metamorphosed Belt Supergroup of sediments that are well known in the region. These "metasediments" consist of very thick units of metamorphosed sandstones, siltstones, and mudstones of lake-basin origin and were deposited approximately 1.4 billion years ago.
 
         These sediments have since been metamorphosed and subsequently thrust and block faulted. Field identification of the various Belt Supergroup formations, combined with formation repositioning from complex faulting, make geological formation and vein field location difficult and will require additional exploration mapping to adequately determine the area's carbonatite veins, geologic formation contacts, structures, and faulting relationships.
 
         The mineralized carbonatite veins are inferred to be structurally controlled. The structural relationship between the veins, faulting, and the metamorphic rock foliations and deformations will help determine the effect on prospect mineralization and drive exploration efforts to locate and relate the rare earth mineralized veins. The mineralized carbonatite tends to form a sill at the contact of the greenschist-amphibolite grade metamorphosed Belt Supergroup progeny units that yielded augen gneiss and amphibolite, and is also associated with biotite schist that is often observed in folded and faulted areas.
 
         Due to the complex folding and faulting in the area, the general age relationships between faults within the area will need to be understood with the priority being accurate mapping and structural orientation of the mineralized carbonatite sills and associated veins. Tertiary age rhyolite is also observed in dikes ranging from 2-20m in width in the North Fork Project area, particularly in the Jackpot, Cardinal, and Radiant prospects.
 
         There are numerous block faults with normal movement surrounding and within the property. The Brushy Gulch Fault, a major reverse thrust fault lies directly east of the property and the Poison Gulch Fault, another major reverse fault, lies directly to the west of the property. There are several unnamed normal faults, of various sizes, crossing the prospects.
 
Exploration
 
         The North Fork Project is without known reportable reserves and is exploratory in nature.
 
 
30

 
 
Phase I and II Exploration Work
 
         During our Phase I and II North Fork exploration activities conducted during 2011 and 2013, we identified several related, but spatially separated, mineralized rare earth element vein systems from compliant geological mapping and channel sampling. We traced a vein with a length of approximately 4,300 feet in the Cardinal prospect with channel samples returning levels of rare earth element mineralization that we intend to explore further by drilling and surface sampling and mapping. We also traced a vein in the Jackpot prospect along the surface with a length of approximately 1,300 feet, but no channel sampling has been conducted.
 
         On the Silver King prospect, we traced two veins, the north vein and south vein, with approximate lengths of 680 feet and 560 feet, respectively, and both of these veins were channel sampled. The rare earth assay results from the Silver King prospect have made this prospect a top priority for continued exploration that may include detailed surface mapping and sampling, and drilling. Based on these findings, we believe that further exploration is warranted to determine whether commercial quantities of rare earth elements exist in these prospects.
 
         We have undertaken preliminary exploration work in the Radiant prospect, including geological mapping and channel sampling, indicating low rare earth element mineralization.
 
         We have not commenced advanced exploration work on the BUS prospect to date.
 
         The cost of exploration work (including filing fees) from 2011 through December 31, 2014 was approximately $800,000.
 
Future Exploration Work
 
         Based on the following factors, we believe continued exploration is warranted:
 
sample assays returned results that contain rare earth mineralization;

length of the defined surface extent of the Cardinal prospect vein;
 
identification of similar, but as yet undetermined mineralization, of a Jackpot Prospect vein;
 
our predecessor's grab sample results; and
 
historical investigations indicating the potential to find additional related mineralization within the project
 
         Accordingly, we plan to conduct exploration on this project in 2015 (subject to available funds) and we plan to include on our exploration team persons competent to supervise the work as staff or subcontractors.
 
     Our future exploration work plan for the North Fork Project with estimated costs is summarized in the table below. Administration and company staff support costs are excluded.
 
Phase
 
Task
 
Estimated Cost
($1000's)
III
 
Preliminary evaluation of mineralogical and metallurgical extraction interactions
 
20 - 50
III
 
Baseline preliminary mineralogical studies
 
20
III
 
Advanced metallurgical investigations with benefactions (Continuing in Phase IV and V)
 
100 - 3,500
III
 
Field mapping and sampling at the Silver King North and South vein ends, the Cardinal vein, and initial sampling of the Jackpot vein. 
 
20
III
 
Refinement of QA/QC standards and procedures
 
20
III
 
Investigation/resolution of negative bias reporting of yttrium
 
5 - 10
IV
 
Completion of two to six diamond core holes
 
150 - 350
IV
 
Additional modeling with new drill-hole data
 
80 - 120
   
Total
 
415 - 4,090
 
 
31

 
        
     We plan to use the proceeds of this offering and from future financings to fund our future exploration work. We continually prioritize our exploration efforts based on the most current exploration results and funding availability; therefore none, some, or all of the permitted exploration work for this project may be completed upon approved permitting.
 
Project Mineralogy
 
         We have yet to conduct a full mineralogy study of the North Fork deposits; however, field observations made by our geologists are consistent with the mineralogy reported by historical investigations and we believe the primary mineral associated with the rare earth mineralization in this project is monazite. The main minerals of the carbonatite veins are observed to be mainly calcite with some fine grained magnetite, niobium bearing rutile, thorite, felted actinolite, barite, and ilmenite that is locally abundant throughout the veins. The mineralized carbonatite veins are also believed to feature minor amounts of the rare earth minerals allanite and bastnasite.
 
Sampling and Analysis
 
         We conducted channel sampling in the project area.
 
         Channel samples were taken across the vein perpendicular to the vein strike with channels 4 inches wide, 4 inches deep and up to 14 feet in length. Individual samples consisted of 1.64 to 3.28 foot intervals collected along the individual channels.
 
         Sample identification numbers were recorded on sample tags with matching tag numbers that were marked and sent with the samples to the assay lab.
 
         Samples collected during our Phase I and II exploration program were analyzed by a third-party laboratory that is accredited by the Standards Council of Canada. Samples were shipped via FedEx directly from our facilities to the laboratory under chain of custody. Prior to shipment from the field or sample preparation facility, blanks, duplicates, and rare earth standards were inserted into the sample batch with a frequency of one every 10 samples. Cross-check assays were performed by an additional third-party laboratory to identify the presence of any significant laboratory bias in the analytical results.
 
         Sampling quality assurance and quality control included an external Canadian certified rare earth standard and our own internal standard. Our field blanks consisted of locally sourced gravel and a non-local sourced quartzite.
 
         Our quality assurance and quality control program is under continuous review, evaluation, and development to maintain and improve quality assurance and quality control.
 
Power, Water and Infrastructure
 
         The only power available to the North Fork Project is by battery or petroleum fueled generators brought on to the site by us. Water sourcing during the exploration program will be by temporary permitted access to surface water within one to three miles of the drilling site. No permanent infrastructure or equipment is located within the North Fork Project.
 
 
 
32

 
 
Lemhi Pass
 
Location
 
     The Lemhi Pass Project is located on Forest Service land in the Salmon-Challis National Forest. This project is located approximately 25 miles SE of Salmon, Idaho, and can be accessed by traveling south from Salmon on ID-28 until the turn off for the Agency Creek Road (Lewis and Clark Highway). The last few miles approaching the project is on unpaved, unimproved forest service roads. All other access is by foot or helicopter. Access to the Lemhi Pass Project and the location of contiguous claim blocks are shown in the map in Figure 2 above.
 
Mineral Rights Ownership, Maintenance and Description
 
        The Lemhi Pass Project includes 98 unpatented lode claims covering approximately 1,600 acres of land. These claims are listed in the table below. The claims were staked on federal land on the "Location Date" shown in the table below and are maintained in accordance with the General Mining Law.
 
 
 
33

 
 
Lemhi Pass Project Claims
 
Claim Name(1)
 
Location Date(2)
 
Acres
 
AGENCY
 
9/19/2007
   
18.84
 
APEX 3
 
9/26/2006
   
18.75
 
APEX 4
 
9/25/2006
   
18.47
 
BALD EAGLE
 
9/20/2007
   
13.9
 
BALDY
 
9/19/2007
   
16.86
 
BENNY
 
9/23/2006
   
13.17
 
BIG LOST 1
 
9/23/2006
   
18.05
 
BIG LOST 4
 
9/23/2006
   
19.18
 
BIG LOST 5
 
9/28/2006
   
18.21
 
BIG LOST 6
 
9/28/2006
   
17.38
 
BLACK BEAR 2
 
10/9/2007
   
17.01
 
BLACK BULL 3
 
9/26/2006
   
18.68
 
BLACK BULL 4
 
9/26/2006
   
20.66
 
BLACK ROCK IDAHO
 
7/30/2007
   
20.66
 
BLUE LUPINE
 
9/20/2007
   
8.26
 
BROWN BEAR 2-ID
 
9/22/2007
   
6.15
 
CAGA 10
 
9/23/2006
   
18.12
 
CAGA 11
 
9/23/2006
   
18.01
 
CAGA 12
 
9/23/2006
   
18.21
 
CAGA 15
 
9/23/2006
   
12.83
 
CHIEF TENDOY 18
 
9/29/2006
   
18.68
 
CHIEF TENDOY 3
 
9/29/2006
   
20.66
 
CHIEF TENDOY 9
 
9/29/2006
   
20.66
 
DEER 1
 
9/26/2006
   
14.77
 
DEER 2
 
9/26/2006
   
14.51
 
DEER 3
 
9/26/2006
   
14.24
 
ELK HORN
 
7/29/2007
   
20.66
 
ELK HORN #1
 
7/28/2007
   
20.66
 
ELK HORN #2
 
7/28/2007
   
20.66
 
EUREKA
 
9/23/2006
   
12.27
 
IDAHO BEAVERHEAD
 
9/5/2006
   
19.02
 
IOLA 11
 
7/30/2007
   
20.66
 
IOLA 12
 
7/30/2007
   
19.3
 
IOLA 21
 
7/30/2007
   
20.66
 
IOLA 5
 
7/30/2007
   
20.66
 
IOLA 6
 
7/30/2007
   
20.46
 
KIMBERLY
 
9/19/2007
   
19.17
 
LITTLE DANDY 5
 
9/19/2007
   
20.35
 
LITTLE DANDY 6
 
10/21/2011
   
ND
 
 
 
34

 
 
Claim Name(1)
 
Location Date(2)
 
Acres
 
LONESTAR 11A
 
9/24/2006
   
20.66
 
LONESTAR 2
 
9/24/2006
   
20.66
 
LONESTAR 2A
 
9/24/2006
   
20.5
 
LUCKY HORSESHOE 1
 
9/26/2006
   
18.69
 
LUCKY HORSESHOE 10
 
9/27/2006
   
16.85
 
LUCKY HORSESHOE 4
 
9/26/2006
   
18.34
 
LUCKY HORSESHOE 9
 
9/27/2006
   
17.57
 
MORNELL
 
10/9/2007
   
12.22
 
ROADSIDE
 
9/26/2006
   
20.66
 
S&D 1
 
9/20/2007
   
14.95
 
S&D 2
 
9/20/2007
   
20.66
 
S&D 3
 
9/20/2007
   
20.66
 
S&D 4
 
9/20/2007
   
11.21
 
S&D 5
 
9/20/2007
   
19.14
 
S&D 6
 
9/20/2007
   
15.13
 
S&D 7
 
9/20/2007
   
12.91
 
SCOTT
 
7/30/2007
   
18.19
 
SILVER QUEEN 37A
 
9/25/2006
   
12.66
 
SILVER QUEEN 38A
 
9/25/2006
   
10.29
 
SILVER QUEEN 52
 
9/24/2006
   
20.66
 
SILVER QUEEN 52A
 
9/24/2006
   
20.66
 
SILVER QUEEN 52B
 
9/24/2006
   
20.66
 
SILVER QUEEN 53B
 
9/24/2006
   
20.66
 
SILVER QUEEN 54
 
9/24/2006
   
20.66
 
SNOW DRIFT
 
9/20/2007
   
18.4
 
SUNFLOWER
 
9/20/2007
   
20.66
 
SURPRISE
 
9/20/2007
   
17.81
 
THO2 - 2
 
7/27/2007
   
18.63
 
THO2 - 3
 
7/27/2007
   
18.76
 
THO2 - 4
 
7/27/2007
   
17.57
 
THO2 - 7
 
7/27/2007
   
12.19
 
THO2 - 8
 
7/27/2007
   
12.5
 
THOR 1
 
7/27/2007
   
16.01
 
THOR 2
 
7/27/2007
   
13.21
 
THOR 5
 
7/27/2007
   
15.98
 
THOR 6
 
7/27/2007
   
14.34
 
THORITE
 
9/22/2007
   
11.91
 
VIOLA
 
7/28/2007
   
20.66
 
WONDER 1
 
9/24/2006
   
14.57
 
WONDER 10
 
9/24/2006
   
20.66
 
WONDER 11
 
9/4/2006
   
20.66
 
WONDER 12
 
9/4/2006
   
20.66
 
WONDER 13
 
10/21/2011
   
ND
 
WONDER 14
 
9/6/2006
   
20.66
 
WONDER 15
 
9/6/2006
   
20.66
 
WONDER 16
 
9/6/2006
   
20.66
 
WONDER 17
 
9/6/2006
   
20.66
 
WONDER 18
 
9/6/2006
   
20.66
 
WONDER 19
 
9/6/2006
   
20.66
 
WONDER 2
 
9/4/2006
   
20.66
 
 
 
35

 
 
Claim Name(1)
 
Location Date(2)
 
Acres
 
WONDER 20
 
9/6/2006
   
15.44
 
WONDER 21
 
9/6/2006
   
9.54
 
WONDER 22
 
9/6/2006
   
4.39
 
WONDER 23
 
9/6/2006
   
17.7
 
WONDER 24
 
9/6/2006
   
17.77
 
WONDER 25
 
9/6/2006
   
1.35
 
WONDER 3
 
9/4/2006
   
20.66
 
WONDER 4
 
9/20/2007
   
14.03
 
WONDER 7
 
10/21/2011
   
ND
 
 
(1) Wonder 13 and 7 claims are recorded in our name while the remaining claims are recorded in the name of Seaglass Holding Corp., a wholly-owned subsidiary of ours.
 
(2) All claims are located in the State of Idaho.
 
(3) ND means not determined.
 
         These claims and their associated mineral rights are held by currently active unpatented lode mining claims filed with the Idaho office of the BLM located in Boise, Idaho and at the Recorder's Office of Lemhi County, Idaho. Maintenance of the mineral rights associated with the unpatented lode mining claims require annual filing and payment of $140 per claim fee to the BLM and filing with county jurisdiction with an associated recording fee of approximately $150 for all Idaho located lode mining claims. During the normal course of exploration we plan to continually perfect, expand, reduce, or otherwise modify and adjust our claim mineral rights holdings in coordination with these exploration efforts to maintain effective mineral rights that cover material properties.
 
History of the Project
 
         From 1965 through 1968, the U.S. Atomic Energy Commission, or AEC, evaluated the Lemhi Pass Project area and issued several reports detailing grab-sample assay chemistry, geology, mineralogy, and sample locations encompassing the entire trend. In the course of its geological investigations, the AEC collected multiple samples from properties in the Lemhi Pass area of Idaho and Montana. Metallurgical investigations at the time by the U.S. Bureau of Mines cited by the AEC indicated that recovery of REEs, with an acid cure, could be between 50%-70% of the rare earth elements present in the deposit.
 
         Expanding on original exploration works by others, the USGS completed a survey of the area encompassing the Lemhi Pass and Last Chance Project in 1979. These historical works reported that thorium mineralization occurs in 219 known veins in the Lemhi Pass area. The historical investigation in many cases analyzed samples for select rare earths and identified multiple veins within the Lemhi Pass Project area that have rare earth mineralization.
 
         In the 1980's, Idaho Energy and Resources Co. investigated the Silver Queen veins and Lucky Horseshoe veins now held by us in the Lemhi Pass Project.
 
         Our predecessor also completed grab sampling between 2007 and 2010 indicating several localities of anomalous rare earth mineralization.
 
 
36

 
 
Geological Setting
 
         The Lemhi Pass Project is adjacent to our Montana Last Chance Project and consists of geology and mineralization similar to that, which we encountered in the Last Chance Project. We believe this is encouraging from exploration perspective as it means that the Lemhi Pass-Last Chance Projects could be part of a localized and similar mineralization trend.
 
         The Lemhi Pass Project regional geology consists primarily of the Proterozoic metamorphosed Belt Supergroup of sediments that are well known in the region. These "metasediments" consist of very thick units of metamorphosed micaceous sandstones, siltstones, and mudstones of lake-basin origin and were deposited 1.4 billion years ago. These sediments have since been metamorphosed and subsequently thrust and block faulted. There are numerous block faults with normal movement surrounding and within the Project. Three named faults exist in the area; the Lemhi Pass Fault lies in the northern part of the project intersecting the Lucky Horseshoe Claims and the Bull Moose Fault and Dan Patch Faults are located in the north-central part of the project. There are unnamed normal faults crossing the prospect.
 
         The Project's rare earth mineralization is considered to be related and deposited in the early Cenozoic (Tertiary) time period and is structurally controlled along the northeast and northwest trending fractures and shear zones hosted in the prospect Belt Supergroup units.
 
Exploration
 
         The Lemhi Pass Project is without known reportable reserves and is exploratory in nature.
 
Phase I Exploration Work
 
         We conducted Phase I exploration activities in 2013 on the Lemhi Pass Project in the Silver Queen and Luck Horseshoe veins that included compliant geological mapping and channel sampling on these veins. The channel samples taken across the Silver Queen vein indicated rare earth mineralization that we believe warrants further exploration. We believe that the Lucky Horseshoe claim has limited potential for advanced exploration reserve discovery, but that other claims within the Lemhi Pass area are part of a trend that warrants further exploration.
 
         The cost of exploration work (including filing fees) from 2011 through December 31, 2014 was approximately $110,000.
 
Future Exploration Work
 
         Based on the following factors, we believe continued exploration is warranted:
 
sample assays returned results that contain rare earth mineralization;

our predecessor's grab sample results; and
 
historical investigations indicating the potential to find additional related mineralization within the project.
 
         However, we do not plan to conduct exploration on this project in 2015 since we plan on prioritizing our exploration in the Last Chance and North Fork Projects. Accordingly, we plan to conduct future exploration when resources become available and at the conclusion of our prioritized exploration efforts.
 
         We expect that Phase II exploration work will consist of geological and structure mapping in coordination with ground based gamma-ray surveying, before drilling is planned and permitted at a cost between $80,000 - $120,000.
 
 
37

 
 
Project Mineralogy
 
         We have yet to conduct a full mineralogy study of the North Fork deposits; however, field observations made by our geologists in the field are consistent with the mineralogy reported by historical investigation. We believe the primary rare earth minerals include monazite and xenotime. Associated minerals include principally specular hematite, magnetite, feldspars, quartz, barite, rutile, thorite, and particularly goethite along mineralized fracture/shear zones. The rare earth minerals are generally only identifiable by microscopic analysis.
 
         The main minerals of the carbonatite veins are observed to be mainly calcite with some fine grained magnetite, felted actinolite, barite, and ilmenite that is locally abundant throughout the veins. The mineralized carbonatite veins also feature the rare earth minerals monazite, niobium bearing rutile, allanite, and thorite.
 
Sampling and Analysis
 
         We conducted channel sampling in the project area.
 
         Channel samples were taken across the vein perpendicular to the vein strike with channels 4 inches wide, 4 inches deep and up to 10 feet in length. Individual samples consisted of 3.28 foot intervals collected along the individual channels.
 
         Sample identification numbers were recorded on sample tags with matching tag numbers that were marked and sent with the samples to the assay lab.
 
         Samples collected during our Phase I exploration program were analyzed by a third party laboratory that is accredited by the Standards Council of Canada. Samples were shipped via FedEx directly from our facilities to the laboratory under chain of custody. Prior to shipment from the field or sample preparation facility, blanks, duplicates, and rare earth standards were inserted into the sample batch with a frequency of one every 10 samples. Cross-check assays were performed by an additional third party laboratory to identify presence of any significant laboratory bias in the analytical results.
 
         Sampling quality assurance and quality control included an external Canadian certified rare earth standard and our own internal standard. Our field blanks consisted of locally sourced gravel and a non-local sourced quartzite.
 
         Our quality assurance and quality control program is under continuous review, evaluation, and development to maintain and improve quality assurance and quality control.
 
Power, Water and Infrastructure
 
         The only power available to the Lemhi Pass Project is by battery or petroleum fueled generators brought on to the site by us. We have not yet permitted for water use on the Lemhi Pass Project, but have two options to secure water including purchase from a source located nearby or permitted use of nearby surface water. No material permanent infrastructure or equipment is located within the Lemhi Pass Project.
 
Diamond Creek
 
         The Diamond Creek Project is located in the Salmon Challis National Forest district on Forest Service land. Access to the location is from Salmon, Idaho by taking highway 93 to the Forest Service Diamond Creek Road (NF 129) turn off. The Diamond Creek FS road is an unimproved, four wheel drive, weather limited road. Several forest service roads branch from the NF 129 road and give additional four wheel drive property access. All other access is by foot or helicopter. Access to the Diamond Creek Project and the location of prospect contiguous claim blocks are shown in the map in Figure 4 below.
 
 
38

 
 
Figure 4
 
 
  Mineral Rights Ownership, Maintenance and Description
 
 
39

 
 
         The Diamond Creek Project includes 28 unpatented lode mining claims covering more than 550 acres of land. These claims are listed in the table below. The claims were staked on federal land on the "Location Date" shown in the table below and are maintained in accordance with the General Mining Law.
 
Diamond Creek Project Claims
 
Claim Name(1)
 
Location Date(2)
     
Acres
 
CASTLE ROCK 1
     
7/13/2009
 
20.66
 
CASTLE ROCK 2
     
7/13/2009
 
20.66
 
DC #1
 
9/23/2007
     
20.66
 
DC #10
 
6/26/2008
     
20.66
 
DC #11
 
6/26/2008
     
20.66
 
DC #12
 
6/26/2008
     
20.66
 
DC #13
 
6/26/2008
     
20.66
 
DC #14
 
6/27/2008
     
20.66
 
DC #15
 
6/27/2008
     
20.66
 
DC #16
 
6/27/2008
     
20.66
 
DC #17
 
6/27/2008
     
20.66
 
DC #18
 
6/30/2008
     
20.66
 
 
 
 
40

 
 
Claim Name(1)
 
Location Date(2)
 
Acres
 
DC #19
 
6/28/2008
 
20.66
 
DC #2
 
9/24/2007
 
20.66
 
DC #20
 
6/28/2008
 
20.66
 
DC #21
 
6/30/2008
 
20.66
 
DC #6
 
6/30/2008
 
20.66
 
DC #7
 
6/26/2008
 
20.66
 
DC #8
 
6/26/2008
 
20.66
 
DC #9
 
6/26/2008
 
20.66
 
DC 22
 
7/14/2009
 
20.66
 
DC 23
 
7/14/2009
 
20.66
 
DC 24
 
8/13/2009
 
20.66
 
DC 25
 
8/13/2009
 
20.66
 
DC 3
 
10/10/2007
 
20.66
 
DC 4
 
10/10/2007
 
20.66
 
DC 5
 
10/10/2007
 
20.66
 
LUCKY
 
7/13/2009
 
20.66
 
CASTLE ROCK 1
 
7/13/2009
 
20.66
 
CASTLE ROCK 2
 
7/13/2009
 
20.66
 
DC #1
 
9/23/2007
 
20.66
 
DC #10
 
6/26/2008
 
20.66
 
DC #11
 
6/26/2008
 
20.66
 
DC #12
 
6/26/2008
 
20.66
 
DC #13
 
6/26/2008
 
20.66
 
DC #14
 
6/27/2008
 
20.66
 
DC #15
 
6/27/2008
 
20.66
 
DC #16
 
6/27/2008
 
20.66
 
DC #17
 
6/27/2008
 
20.66
 
DC #18
 
6/30/2008
 
20.66
 
DC #19
 
6/28/2008
 
20.66
 
DC #2
 
9/24/2007
 
20.66
 
DC #20
 
6/28/2008
 
20.66
 
DC #21
 
6/30/2008
 
20.66
 
DC #6
 
6/30/2008
 
20.66
 
DC #7
 
6/26/2008
 
20.66
 
DC #8
 
6/26/2008
 
20.66
 
DC #9
 
6/26/2008
 
20.66
 
DC 22
 
7/14/2009
 
20.66
 
DC 23
 
7/14/2009
 
20.66
 
DC 24
 
8/13/2009
 
20.66
 
DC 25
 
8/13/2009
 
20.66
 
DC 3
 
10/10/2007
 
20.66
 
DC 4
 
10/10/2007
 
20.66
 
DC 5
 
10/10/2007
 
20.66
 
LUCKY
 
7/13/2009
 
20.66
 
 
(1) All claims are recorded in the name of Seaglass Holding Corp., a wholly-owned subsidiary of ours.

(2)    All claims are located in the State of Idaho.
 
 
41

 
 
         These claims and their associated mineral rights are held by currently active unpatented lode mining claim filed with the Idaho office of the BLM located in Boise, Idaho and at the Recorder's Office of Lemhi County, Idaho. Maintenance of the mineral rights associated with the unpatented lode mining claims require annual filing and payment of $140 per claim fee to the BLM and filing with county jurisdiction with an associated recording fee of approximately $150 for all Idaho located lode mining claims. During the normal course of exploration we plan to continually perfect, expand, reduce, or otherwise modify and adjust our claim mineral rights holdings in coordination with these exploration efforts to maintain effective mineral rights that cover material properties.
 
History of the Project
 
         The most prominent early historical work on the Diamond Creek Project rare earth-thorium mineralization trend began in the late 1950's by various government agencies evaluating the Lemhi Pass thorium trend from 1956-1968. This work included detailed geology, sampling and analysis, and mineralogy covering the Diamond Creek rare earth mineralized localities. The sample data was collected without a location survey and assayed by spectrography, and wet chemistry rare earth elements analysis. The mineralized veins in the area are believed to be related and deposited in the early Cenozoic (Tertiary) time period and structurally controlled along the northeast and northwest trending fractures in the ancient Belt Supergroup (composed of quartzites, argillites, siltites,) and a granitic igneous intrusive.
 
        Overlapping and expanding on the earlier government investigation additional investigations included USGS investigative work and a 1985 Thesis. These reports found the Diamond Creek property to have mineralization (rare earths) that occurs in veins up to 25 feet thick but which rarely exceed two feet in thickness. These historical investigations located eight steeply dipping veins from 100-2,500 feet in length that are typically oriented from 10° to 60° and follow irregular fractures in the host rock. The host rock is composed of both the granitic igneous intrusion and the Belt Supergroup quartzites and siltites.
 
         Our predecessor also completed grab sampling between 2007 and 2010 indicating several localities of anomalous rare earth mineralization.
 
Geological Setting
 
         The Diamond Creek Project geology consists primarily of the Yearian age Proterozoic metamorphosed Belt Supergroup of sediments well known in the region. These "metasediments" consist of very thick units of metamorphosed sandstones, siltstones, and mudstones of lake-basin origin and were deposited 1.4 billion years ago. These sediments have since been metamorphosed and subsequently thrust and block faulted. The difficulty in field identification of the various Belt Supergroup formations, combined with formation repositioning from complex faulting, make field location difficult and will require additional exploration mapping to adequately determine the area geologic formation contacts, structures, and faulting relationships that may affect property mineralization. The Diamond Creek Project has a large body of mega-crystalline granite—gneiss that intrudes the area Belt Supergroup metasediments approximately 1.37 billion years ago.
 
         Similar in nature to the geology of the Lemhi Pass Project, the Diamond Creek's Project's rare earth mineralization is considered to be related and deposited in the early Cenozoic (Tertiary) time period and is structurally controlled along the northeast and northwest trending fractures and shear zones hosted in the prospect Belt Supergroup units. The general age relationships between faults within the area will need to be better understood with the priority being accurate mapping and identifying mineralized faults and associated veins structural orientation. Until the local and regional geology can be better interpreted the area geology has been simplified and includes only three general host rock units of the Belt Supergroup, the Gunsight formation, and the older Apple Creek formation (both formations may consist of other Belt Supergroup metasediments or combinations of associated indistinct units), and that mega-crystalline granite.
 
Exploration
 
         The Diamond Creek Project is without known reportable reserves and is exploratory in nature.
 
Phase I Exploration Work
 
         We undertook Phase I exploration activities on the Diamond Creek Project in 2012, which consisted of compliant core drilling and vein channel sampling. We identified two main mineralized vein sets in the Diamond Creek Project that consisted of four veins traced for 820 feet along a general north south strike, with a 500 foot broad east west, multi vein, zone width and a set of moderately rare earth element mineralized veins with a strike length of 502 feet with a width of four feet, that we intersected during drilling at a depth of 80 feet. Both vein sets have a general north/south trend and appear to be structurally controlled. We believe rare earth element minerals in this area consist primarily of monazite and some xenotime with associated thorite, limonite, specular hematite, and quartz.
 
 
42

 
        
     The cost of exploration work (including filing fees) from 2011 through December 31, 2014 was approximately $250,000.
 
Future Exploration Work
 
      Based on the following factors, we believe continued exploration is warranted:
 
sample assays returned results that contain rare earth mineralization;

our predecessor's grab sample results; and
 
historical investigations indicating the potential to find additional related mineralization within the project.
 
         However, we do not plan to conduct exploration on this project in 2015 since we plan on prioritizing our exploration in the Last Chance and North Fork Projects. Accordingly, we plan to conduct future exploration when resources become available and at the conclusion of our prioritized exploration efforts.
 
         We expect that the Phase II exploration work will consist of geological and structure mapping in coordination with ground based gamma-ray surveying, before drilling is continued at an estimated cost between $160,000 and $180,000.
 
Sampling and Analysis
 
         We conducted both channel sampling and drill core sampling.
 
         Channel samples were taken across the vein perpendicular to the vein strike with channels two inches wide, two inches deep and up to five feet in length. Individual samples consisted of 1.64 to 3.28 foot intervals collected along the individual channels.
 
         Drill core containing visual mineralization was photographed, after which the mineralized core was split along the vertical core axis. Samples consisting of half of the split core were generally bagged in even 3.28 foot intervals.
 
         Sample identification numbers were recorded on sample tags with matching tag numbers that were marked and sent with the samples to the assay lab.
 
         Samples collected during our Phase I exploration program were analyzed by a third party laboratory that is accredited by the Standards Council of Canada. Samples were shipped via FedEx directly from our facilities to the laboratory. Re-checks of the original assayed core intervals with quality control was completed by assay of the remaining core split samples. Prior to shipment from the sample preparation facility, blanks, duplicates, and rare earth standards were inserted into the sample batch with a frequency of one every 10 samples. Some cross-check assays were performed by an additional third party laboratory to identify presence of any significant laboratory bias in the analytical results.
 
     Sampling quality assurance and quality control included an external Canadian certified rare earth standard. Our field blanks consisted of a Nevada Bureau of Mines Standard blank.
 
 
43

 
 
         Our quality assurance and quality control program is under continuous review, evaluation, and development to maintain and improve quality assurance and quality control.
 
Project Mineralogy
 
         We have yet to conduct a full mineralogy study of the Diamond Creek deposits; however, field observations made by our geologists in the field are consistent with the mineralogy reported by historical investigation. We believe the primary rare earth minerals include monazite, xenotime, and some allanite. Associated minerals include principally specular hematite, feldspars, quartz, barite, thorite, auerlite, fluorite, and particularly goethite along mineralized fracture/shear zones. The rare earth minerals are generally only identifiable by microscopic analysis. It is also noted that applicable, but sub-economic, amounts of lead-zinc, silver, copper and gold are widespread and locally encountered on the Diamond Creek property.
 
Power, Water and Infrastructure
 
         The only power available to the Diamond Creek Project is by battery or petroleum fueled generators brought on to the site by us. Water sourcing during the Phase I program was from permitted access to surface water within one mile of the drilling site. No permanent infrastructure or equipment is located within the Diamond Creek Project.
 
The Colorado Projects
 
         Our mining claims in Colorado are located in Fremont, Gunnison, and Saguache counties, and include over 600 unpatented lode claims that cover more than 12,000 acres of land, which we have identified as the Powderhorn and Wet Mountain Projects. Location and general access to the Powderhorn and Wet Mountain Projects are illustrated in the map in Figure 5 below.
 
        We consider the Wet Mountain Project to have the lowest opportunity for exploration discovery and at this time no exploration is planned for the Wet Mountain Project.
 
Environmental Concerns Related to Historical Workings
 
         The rare earth mineralization found on all of our projects has some associated thorium. Historical investigations used the radioactive nature of thorium minerals to locate occurrence of thorium, which also led to the discovery of the associated rare earth minerals. These radioactive minerals are generally in concentrations of less than 0.05% and are considered Naturally Occurring Radioactive Material (NORM) and, to date, none of our approved and permitted or submitted Plans of Operation or Notices of Intent require us to remediate any historical workings.
 
         In a majority of cases, these historical investigations used bulldozers to excavate the surface material to better expose the surface expression of the minerals. Because of this, all of our projects have some historical surface disturbance. In some cases, surface disturbances have been covered back up by the BLM. In other cases, such as the Last Chance Project and claims holding the Last Chance Project's main vein and generally our projects in Montana, no covering of these workings has occurred; however, the adits that exist in the Last Chance Project have been closed-in by backfilling at the opening. All of our exploration work is restricted to less than five acres of disturbance and requires permitting according to our submitted Plans of Operation or Notices of Intent to the applicable regulatory authority. To date none of our approved and permitted or submitted Plans of Operation or Notices of Intent require us to remediate our historical workings.
 
 
44

 
 
Powderhorn Project
 
Location
 
         The Powderhorn Project is located on BLM lands in southwestern Colorado and is accessed from Gunnison, Colorado by traveling on paved road west on US-50 for 9.4 miles, then traveling south on CO-149 for 16.9 miles, then left onto CO Road 27. Accesses to the prospect properties are along BLM and county developed and undeveloped four-wheel drive roads. All other access is by foot or helicopter. Access to the Powderhorn Project and the location of prospect contiguous claim blocks are shown in the map in Figure 5 below.
 
Figure 5
 
 
 
 
45

 
 
Mineral Rights Ownership, Maintenance and Description
 
         The Powderhorn Project consists of 477 unpatented lode mining claims covering more than 9,400 acres. These claims are listed in the table below. The claims were staked on federal land on the "Location Date" shown in the table below and are maintained in accordance with the General Mining Law.
 
Powderhorn Project Claims
 
Claim Name(1)
 
Prospect
 
Location Date(2)
 
Acres
BC 100
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 101
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 102
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 103
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 104
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 105
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 106
 
Rudolph Hill
   
4/16/2011
 
20.66
 
 
 
46

 
 
Claim Name(1)
 
Prospect
 
Location Date(2)
 
Acres
BC 107
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 108
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 109
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 110
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 111
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 112
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 113
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 114
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 115
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 116
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 117
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 118
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 119
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 120
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 121
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 122
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 123
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 124
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 125
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 126
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 127
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 128
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 129
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 130
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 131
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 132
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 133
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 134
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 135
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 136
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 137
 
Rudolph Hill
   
7/12/2011
 
20.66
BC 138
 
Rudolph Hill
   
7/3/2011
 
20.66
BC 139
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 140
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 141
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 142
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 143
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 144
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 145
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 146
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 147
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 148
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 149
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 150
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 151
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 152
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 153
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 154
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 155
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 156
 
Rudolph Hill
   
4/16/2011
 
20.66
 
 
47

 
 
Claim Name(1)
 
Prospect
 
Location Date(2)
 
Acres
BC 157
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 158
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 159
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 160
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 161
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 162
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 163
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 164
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 165
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 166
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 167
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 168
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 169
 
Rudolph Hill
   
6/5/2011
 
20.66
BC 170
 
Rudolph Hill
   
6/5/2011
 
20.66
BC 171
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 172
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 173
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 174
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 175
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 176
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 177
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 178
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 179
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 180
 
Rudolph Hill
   
6/4/2011
 
20.66
BC 20
 
Rudolph Hill
   
7/3/2011
 
20.66
BC 21
 
Rudolph Hill
   
7/3/2011
 
20.66
BC 219
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 22
 
Rudolph Hill
   
10/5/2011
 
20.66
BC 220
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 221
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 222
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 223
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 224
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 225
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 226
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 227
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 228
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 229
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 23
 
Rudolph Hill
   
4/16/2011
 
20.66
BC 230
 
Rudolph Hill
   
6/9/2011
 
20.66
BC 231
 
Rudolph Hill
   
6/9/2011