UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On November 12, 2021, Rare Element Resources Ltd. (the “Company”) issued a press release announcing the commencement of a rights offering of non-transferable subscription rights to holders of record of its common shares as of October 19, 2021 to purchase up to 105,808,445 common shares of the Company. A copy of the press release is filed as Exhibit 99.7 hereto.
In connection with the rights offering, the Company is filing items included as Exhibits 5.1 and 99.1 through 99.6 to this Current Report on Form 8-K for the purpose of incorporating such items as exhibits to the Company’s Registration Statement on Form S-3 (Registration No. 333-255920), to which the prospectus supplement dated November 12, 2021 relating to the rights offering is a part. The Company expects to use the net proceeds from the rights offering for the permitting, licensing, engineering, construction and operation of a rare earth separation and processing demonstration plant near the Company’s Bear Lodge rare earth elements project and other general corporate purposes, with a portion to be used for the prepayment of outstanding indebtedness.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 5.1 | Opinion of Fasken Martineau DuMoulin LLP | |
| 99.1 | Form of Subscription Rights Certificate | |
| 99.2 | Form of letter to shareholders who are record holders | |
| 99.3 | Form of letter to shareholders who are beneficial holders | |
| 99.4 | Form of letter to clients of shareholders who are beneficial holders | |
| 99.5 | Form of Nominee Holder Certification Form | |
| 99.6 | Form of Beneficial Owner Election Form | |
| 99.7 | Press release, dated as of November 12, 2021 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 12, 2021
| RARE ELEMENT RESOURCES LTD. | ||
| By: | /s/ Randall J. Scott | |
| Name: Randall J. Scott | ||
| Title: President and Chief Executive Officer | ||