Rare Element Resources Ltd.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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75381M102
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(CUSIP Number)
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(212) 858-1235
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 15, 2024
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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Synchron
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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360,740,516 Common Shares (See Item 5)
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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360,740,516 Common Shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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360,740,516 Common Shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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70.6% of Common Shares (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAMES OF REPORTING PERSONS
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General Atomic Technologies Corporation
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
|
||
(b)
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☒
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
|
|
|
|
360,740,516 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
360,740,516 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
360,740,516 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
70.6% of Common Shares (See Item 5)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
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|||
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1
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NAMES OF REPORTING PERSONS
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Tenaya Corporation
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
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||
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|
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
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Delaware
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
360,740,516 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
360,740,516 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
360,740,516 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
70.6% of Common Shares (See Item 5)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of the Transaction.
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Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
Dated: March 15, 2024
|
||
SYNCHRON
|
||
By: | /s/ Rhys Williams | |
Name: | Rhys Williams | |
Title: | President and Treasurer |
GENERAL ATOMIC TECHNOLOGIES CORPORATION
|
||
By: | /s/ James N. Blue | |
Name: | James N. Blue | |
Title: | Chairman, Director and President |
TENAYA CORPORATION | ||
By: | /s/ James N. Blue | |
Name: | James N. Blue | |
Title: | Chairman, Director and President |