8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2021

RARE ELEMENT RESOURCES LTD.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	001-34852	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 271049 Littleton, Colorado	80127
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (720) 278-2460

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

EX-5.1

Exhibit 5.1

 

November 12, 2021

RARE ELEMENT RESOURCES LTD.

P.O. Box 271049

Littleton, Colorado

80127

Dear Sirs/Mesdames:

Re: Rare Element Resources Ltd. – Rights Offering

We have acted as Canadian counsel to Rare Element Resources Ltd. (the “Company”), a corporation governed by the laws of the Province of British Columbia, in connection with the distribution today by the Company (the “Rights Offering”) to the holders of record (the “Holders”) of common shares of the Company, at no charge, of an aggregate of 105,808,445 non-transferable subscription rights (the “Subscription Rights”) to purchase up to 105,808,445 common shares of the Company (the “Rights Shares”) at a price of US$0.24 per Rights Share (the “Subscription Price”). The Subscription Rights will be evidenced by rights certificates registered in the names of the Holders of the Subscription Rights, substantially in the form of the rights certificate appended to the Form 8-K (as defined below) (the “Form of Rights Certificate”).

The Company filed with Securities and Exchange Commission (the “Commission”) (i) a registration statement on Form S-3 (File No. 333-255920) under the Securities Act of 1933, as amended (the “Act”), on May 7, 2021 (the “Registration Statement”), including a preliminary prospectus and all exhibits thereto; (ii) a final prospectus on May 19, 2021 that is part of the Registration Statement and registered certain securities of the Company to be issued from time to time; (iii) a prospectus supplement on November 12, 2021 (the “Prospectus Supplement”) pursuant to Rule 424(b) under the Act that is part of the Registration Statement and registered the Rights Shares issuable upon the exercise of the Subscription Rights; and (iv) a current report on Form 8-K of the Company on November 12, 2021 (the “Form 8-K”) pertaining to the Rights Offering.

Examinations

In rendering the opinions below, we have examined and relied upon:

(a) the Form of Rights Certificate;

(b) an officer’s certificate of the Company (the “Company Certificate”) dated the date hereof certifying matters relating to, among other things, (i) the notice of articles and articles of the Company, (ii) resolutions passed by the board of directors of the Company with respect to, among other things, the Rights Offering, the distribution of the Subscription Rights and the issuance and sale of the Rights Shares upon the exercise of the Subscription Rights, and (iii) certain other factual matters; and

 

 

(c) a certificate of good standing dated November 11, 2021 issued pursuant to the Business Corporations Act (British Columbia) relating to the Company (the “Certificate of Good Standing”).

We have considered such questions of law and examined such statutes and regulations of the Province of British Columbia and of Canada applicable therein as they exist on the date hereof, as we considered necessary or relevant as a basis for our opinions.

Jurisdiction and Effective Date

Our opinions herein are restricted to and based upon the laws of the Province of British Columbia and the federal laws of Canada applicable therein in force on the date hereof (collectively, “BC Law”).

We assume no obligation to revise or supplement this opinion should BC Law change subsequent to the date hereof by legislative action, judicial decision or otherwise or if there is a change in any fact or facts after the date hereof.

Reliance and Assumptions

As a basis for our opinions, we have made the following assumptions and have relied upon the following: (i) all signatures on documents submitted to us are genuine, all documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies conform to authentic and complete original documents; (ii) none of the documents, originals or copies of which we have examined, has been amended, supplemented or revoked; (iii) all facts set forth in official public records and certificates and other documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate as of, and at all material times prior to, the date of this opinion letter; (iv) all matters of fact and statements and representations made in the Company Certificate are complete, true and accurate as of, and at all material times prior to, the date of this opinion letter; (v) all relevant individuals had full legal capacity at all relevant times; (vi) all executed certificates representing the Subscription Rights (the “Rights Certificates”) will be in the same form and substance as the Form of Rights Certificate and will be duly executed by a duly appointed officer of the Company; and (vii) a certificate of good standing bearing today’s date but otherwise identical to the Certificate of Good Standing would be available if requested.

Whenever our opinion refers to Rights Shares as being “fully paid and non-assessable”, no opinion is expressed as to actual receipt by the Company of the consideration for the issuance of such Rights Shares of the Company or as to the adequacy of any consideration received.

Opinions

On the basis of the foregoing and subject to the qualifications and limitations hereinafter expressed, we are of the opinion that as of the date hereof:

1. All necessary corporate action has been taken by the Company to authorize the issuance of the Subscription Rights and the Subscription Rights will be validly issued by the Company when issued in the manner described in the Prospectus Supplement.

2. The Rights Shares, when issued upon the due exercise of the Subscription Rights in accordance with the terms of the Form of Rights Certificate including the receipt by the Company of the Subscription Price for the issue of each Rights Share will be duly and validly issued and will be outstanding as fully paid and non-assessable common shares in the capital of the Company.

 

2 

 

Qualifications

The foregoing opinions are subject to the following qualifications, limitations, restrictions and exceptions:

(a) we have not participated in the preparation of the Registration Statement;

(b) no opinion is expressed as to the interpretation and application of any provision in any documentation which is governed by, refers to, incorporates by reference or requires compliance with any statute, rule, regulation, custom or practice of any jurisdiction other than the Province of British Columbia, Canada; and

(c) no opinion is expressed as to actual receipt by the Company of the consideration for the issuance of any Rights Shares, or as to the adequacy of any consideration received therefor.

Limitation

It is understood that this opinion is to be used only in connection with the distribution of the Subscription Rights and the offer and sale of the Rights Shares while the Registration Statement is in effect. We are opining only as to matters expressly set forth herein, and no opinion should be inferred as to any other matters.

We hereby consent to the filing of this opinion as an exhibit to the Form 8-K filed with the Commission on the date hereof and the incorporation thereof in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion letter is limited to the specific opinions addressed herein as of the date hereof.

Yours truly,

(signed) “FASKEN MARTINEAU DuMOULIN LLP”

 

3 

EX-99.1

Exhibit 99.1

SUBSCRIPTION RIGHTS CERTIFICATE #:___________ NUMBER OF RIGHTS: ________

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S (I) PROSPECTUS SUPPLEMENT DATED NOVEMBER 12, 2021 FOR U.S. HOLDERS OF COMMON SHARES OF THE COMPANY AND (II) RIGHTS OFFERING NOTICE AND RIGHTS OFFERING CIRCULAR DATED NOVEMBER 12, 2021 FOR CANADIAN HOLDERS OF COMMON SHARES OF THE COMPANY (IN EACH CASE, AS THE SAME MAY BE AMENDED, THE “RIGHTS OFFERING DOCUMENT(S),” AS APPLICABLE) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE RIGHTS OFFERING DOCUMENTS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE INFORMATION AGENT.

CUSIP: 75381M136
ISIN: CA75381M1361

RARE ELEMENT RESOURCES LTD. (THE “COMPANY”)

(Incorporated under the laws of the Province of British Columbia, Canada)
NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

Evidencing non-transferable subscription rights, each to Purchase Common Shares of Rare Element Resources Ltd.

Subscription Price: $0.24 per share

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 8, 2021, SUBJECT TO EXTENSION OR EARLIER TERMINATION.

THIS CERTIFIES THAT

the registered owner whose name is inscribed hereon and is the owner of the number of subscription rights (“Rights”) set forth above. Each Right entitles the holder thereof to subscribe for and purchase (the “Basic Subscription Privilege”) one common share, without par value, (“Common Share”), of Rare Element Resources Ltd., a company incorporated under the laws of the Province of British Columbia, Canada, at a subscription price of $0.24 per share (the “Subscription Price”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Rights Offering Documents. Holders who fully exercise their Basic Subscription Privileges are entitled to subscribe for additional Common Shares that remain unsubscribed for as a result of any unexercised Basic Subscription Privileges pursuant to the terms and conditions of the Rights Offering, distributed proportionately among shareholders who exercised their oversubscription privileges, as described in the Rights Offering Documents (the “Oversubscription Privilege”). The Rights represented by this Subscription Rights Certificate may be exercised by completing the appropriate forms on the reverse side hereof and by returning the full payment of the Subscription Price for each Common Share. If the subscriber attempts to exercise its Oversubscription Privilege and the Company is unable to issue the subscriber the full amount of Common Shares requested, the subscription agent will return to the subscriber any excess funds submitted as soon as practicable, without interest or deduction.

This Subscription Rights Certificate is not valid unless countersigned by Broadridge Corporate Issuer Solutions, Inc., the subscription agent.

WITNESS the seal of Rare Element Resources Ltd. and the signatures of its duly authorized officers. COUNTERSIGNED AND REGISTERED:

/s/ Randall J. Scott	/s/ Adria Hutchison
Randall J. Scott, President, Chief Executive Officer and Director	Adria Hutchison, Principal Financial Officer

By:	/s/ Michael Guidice
	Michael Guidice, Director
	BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.

FORM ELECTION TO PURCHASE

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

The registered holder of this Subscription Rights Certificate is entitled to exercise the number of Rights shown in the upper right hand corner of the Subscription Rights Certificate and may subscribe for additional Common Shares upon the terms and conditions specified in the Rights Offering Documents. The undersigned hereby notifies the subscription agent, Broadridge Corporate Issuer Solutions, Inc., of its irrevocable election to subscribe for Common Shares in the following amounts: To subscribe for Common Shares pursuant to your Basic Subscription Privilege, please complete lines (a) and (c) below. To subscribe for shares pursuant to your Oversubscription Privilege, please also complete line (b).

(a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE

	NUMBER OF COMMON SHARES		SUBSCRIPTION PRICE		PAYMENT
Basic Subscription Privilege		x	$                   0.24	=	$

(b) EXERCISE OF OVERSUBSCRIPTION PRIVILEGE: If you have exercised your Basic Subscription Privilege in full and wish to subscribe for additional Common Shares pursuant to your Oversubscription Privilege

	NUMBER OF COMMON SHARES		SUBSCRIPTION PRICE		PAYMENT
Oversubscription Privilege		x	$               0.24	=	$

(c) TOTAL AMOUNT OF PAYMENT ENCLOSED $______________

The undersigned acknowledges receipt of the applicable Rights Offering Document(s), dated November 12, 2021, in connection with the Rights Offering and agrees to its terms.

Signature(s) of Subscriber(s)

IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS SUBSCRIPTION RIGHTS CERTIFICATE.

If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). See the instructions.

Name(s): ________________________________ 

Capacity (Full Title):  _______________________

3

METHOD OF PAYMENT (CHECK ONE):

 ¨ CASHIER’S OR CERTIFIED CHECK DRAWN ON A U.S. OR CANADIAN BANK

 ¨ Wire transfer of immediately available funds directly to the account maintained by Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at U.S. Bank, 800 Nicollet Mall, Minneapolis, Minnesota 55402, Routing number: 123000848, International/Swift code: USBKUS44IMT, Beneficiary Account Name: Broadridge, Account Number: 153910728465, For Further Credit Name: Rare Element Resources, with reference to the Rights holder’s name

 ¨ U.S. POSTAL MONEY ORDER OR OTHER FORM OF MONEY ORDER ACCEPTABLE TO THE COMPANY

DELIVERY TO DIFFERENT ADDRESS: If you wish for the Common Shares underlying your Rights or a certificate representing unexercised Rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign and have your signature guaranteed.

SIGNATURE GUARANTEED: Signature(s):

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, or by a Canadian Schedule 1 chartered bank or a major trust company in Canada. FOR INSTRUCTIONS ON THE USE OF THE RARE ELEMENT RESOURCES LTD. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE INFORMATION AGENT, AT (888) 789-8409 (DOMESTIC) or (720) 414-6898 (INTERNATIONAL) OR BY EMAIL (shareholder@broadridge.com).

4

EX-99.2

Exhibit 99.2

RARE ELEMENT RESOURCES LTD.

P.O. BOX 271049

LITTLETON, COLORADO

November 12, 2021

Dear Rare Element Resources Shareholder:

Enclosed are the prospectus supplement, dated November 12, 2021 (as the same may be amended, the “Prospectus Supplement”), and other materials relating to the rights offering (the “Rights Offering”) by Rare Element Resources Ltd. (the “Company”) to the holders of record of its common shares, without par value (the “Common Shares”, such record holders of the Company’s Common Shares, the “Record Holders”). Record Holders as of October 19, 2021 (the “Record Date”) will receive at no charge non-transferable subscription rights (the “Subscription Rights”) to purchase up to an aggregate of 105,808,445 Common Shares (the “Shares”) at a subscription price of $0.24 per Share (the “Subscription Price”) for up to aggregate gross proceeds to the Company of approximately $25.4 million. Each Record Holder will receive one Subscription Right for each of our Common Shares held by such Record Holder, on the Record Date. Each Subscription Right will entitle the Record Holder to purchase one Share at the Subscription Price (the “Basic Subscription Privilege”).

Please carefully review the Prospectus Supplement and other materials and the instructions below, which describe how you can participate in the Rights Offering. You will be able to exercise your Subscription Rights to purchase additional Common Shares only during a limited period. You will find answers to some frequently asked questions about the Rights Offering in the Prospectus Supplement. The exercise of Subscription Rights is irrevocable.

The Rights Offering is expected to expire at 5:00 p.m., New York City time, on December 8, 2021 (the “Expiration Date”), subject to extension and earlier termination. After the Expiration Date, unexercised Subscription Rights will be null and void. The Company will not be obligated to honor any purported exercise of the Subscription Rights received by Broadridge Corporate Issuer Solutions, Inc. (the “Subscription Agent”) after 5:00 p.m., New York City time, on the Expiration Date, regardless of when the documents relating to such exercise were sent.

There is no minimum number of Shares you must purchase. If you exercise your Basic Subscription Privileges in full, you may also subscribe for additional Shares that remain unsubscribed for at the Expiration Date at the same Subscription Price, subject to certain limitations (the “Oversubscription Privilege”). If an insufficient number of Shares is available to fully satisfy all Oversubscription Privilege exercises, the available Shares will be allocated proportionately among those who exercise their Oversubscription Privileges based on the number of Shares each such person subscribed for under the Basic Subscription Privilege. Each holder that exercises its Basic Subscription Privilege in full may subscribe for a number of additional Shares equal to the lesser of (1) the number of Shares subscribed for by the holder under the Oversubscription Privilege and (2) the number calculated in accordance with the following formula: x(y/z), where x = the aggregate number of Shares available through unexercised Subscription Rights after giving effect to the Basic Subscription Privilege; y = the number of Subscription Rights exercised by the holder under the Basic Subscription Privilege; z = the aggregate number of Subscription Rights exercised under the Basic Subscription Privilege by holders of the Subscription Rights that have subscribed for Shares under the Oversubscription Privilege. Fractional shares resulting from the exercise of the Oversubscription Privilege as to any Subscription Rights holder will be eliminated by rounding down to the nearest whole share. See “The Rights Offering—Oversubscription Privilege” in the Prospectus Supplement.

The number of Subscription Rights to which you are entitled is printed on the face of your Subscription Rights Certificate. You should indicate your wishes with regard to the exercise of your Subscription Rights by completing the appropriate portions of your Subscription Rights Certificate and/or Beneficial Owner Election Form and returning it to the Subscription Agent in the envelope provided pursuant to the procedures described herein.

YOUR SUBSCRIPTION RIGHTS CERTIFICATE AND SUBSCRIPTION PRICE PAYMENT, BY CASHIER’S OR CERTIFIED CHECK DRAWN ON A U.S. OR CANADIAN BANK, U.S. POSTAL MONEY ORDER OR OTHER FORM OF MONEY ORDER ACCEPTABLE TO THE COMPANY OR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS, MUST BE ACTUALLY RECEIVED BY THE SUBSCRIPTION AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. ONCE A RECORD HOLDER HAS EXERCISED THE BASIC SUBSCRIPTION PRIVILEGE AND THE OVERSUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED. SUBSCRIPTION RIGHTS NOT EXERCISED PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE, AS EXTENDED, OF THE RIGHTS OFFERING WILL EXPIRE WITHOUT VALUE.

1. Method of Exercise and Payment.

Subscriptions by Record Holders

A Record Holder is a holder of our Common Shares whose shares are registered in such holder’s name. To exercise your Subscription Rights, complete your Subscription Rights Certificate and send the properly completed and executed Subscription Rights Certificate evidencing such Subscription Rights, with any signatures required to be guaranteed so guaranteed, together with payment in full of the Subscription Price for each Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege, to the Subscription Agent so that it will be actually received by the Subscription Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Payment of the Subscription Price for the Basic Subscription Privilege and the Oversubscription Privilege will be held in a segregated account to be maintained by the Subscription Agent until the Shares are issued. All payments must be made in U.S. dollars for the full number of Shares being subscribed for by a cashier’s check or certified check drawn on a U.S. or Canadian bank, or U.S. postal money order or other form of money order acceptable to the Company, payable to “Broadridge Corporate Issuer Solutions, Inc. (acting as subscription agent for Rare Element Resources Ltd.)” or by wire transfer of immediately available funds directly to the account maintained by Broadridge Corporate Issuer Solutions, Inc. as agent for Rare Element Resources Ltd., for purposes of accepting subscriptions in the Rights Offering, at U.S. Bank, 800 Nicollet Mall, Minneapolis, Minnesota 55402, Routing number: 123000848, International/Swift code: USBKUS44IMT, Beneficiary Account Name: Broadridge, Account Number: 153910728465, For Further Credit Name: Rare Element Resources, with reference to the Subscription Rights holder’s name. Please reference your Subscription Rights Certificate Number on your check.

The Subscription Rights Certificate and payment of the Subscription Price (unless submitted by wire transfer) must be delivered to the Subscription Agent by hand, mail or overnight courier to the following address:

By Hand or Overnight Courier:

Broadridge, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

By U.S. Postal Service:

Broadridge, Inc.

Attn: BCIS Re-Organization Dept.

P.O. Box 1317

Brentwood, NY 11717-0718

Subscriptions by Beneficial Owners

A beneficial owner is a holder of our Common Shares whose shares are registered in the name of a broker, custodian bank or other nominees. In such case, the broker, custodian bank or other nominees is the Record Holder of the Subscription Rights. To exercise your Subscription Rights, instruct your broker, custodian bank or other nominee to exercise your rights and deliver all documents and payment in full of the Subscription Price on your behalf for each Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to the Subscription Agent so that it will be actually received by the Subscription Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

By making arrangements with your broker, custodian bank or other nominee for the delivery of funds on your behalf, you may also request such broker, custodian bank or other nominee to exercise the Subscription Rights Certificate on your behalf.

2

2. Issuance of Common Shares.

Following the receipt of a properly completed and executed Subscription Rights Certificate, together with the payment of the Subscription Price for the Shares subscribed for, and promptly after all pro rata allocations and adjustments contemplated by the terms of the Rights Offering have been effected, the following deliveries and payments will be made to the address shown on the face of your Subscription Rights Certificate, or, if you hold your shares in book-entry form, such deliveries and payments will be in the form of a credit to your account:

a. Basic Subscription Privilege: Computershare Trust Company of Canada (the “Transfer Agent”) will deliver to each exercising Record Holder who validly exercises the Basic Subscription Privilege each Share subscribed for pursuant to the Basic Subscription Privilege. See “The Rights Offering—Basic Subscription Privilege” in the Prospectus Supplement.

b. Oversubscription Privilege: The Transfer Agent will deliver to each Record Holder who validly exercises the Oversubscription Privilege each Share, if any, allocated to such Record Holder pursuant to the Oversubscription Privilege. See “The Rights Offering—Oversubscription Privilege” in the Prospectus Supplement.

c. Excess Cash Payments: The Subscription Agent will mail to each Record Holder who exercises a Subscription Right any excess amount, without interest or deduction, received in payment of the Subscription Price for Shares that are subscribed for by, but not issued to, such Record Holder. See “The Rights Offering—Basic Subscription Privilege” in the Prospectus Supplement.

3. Sale, Transfer or Assignment of Subscription Rights.

Subscription Rights may not be sold, transferred or assigned.

4. Commissions, Fees and Expenses.

The Company will pay all fees and expenses of the Subscription Agent related to its acting in such role in connection with the Rights Offering. You are responsible for paying any other commissions, fees, taxes or expenses incurred in connection with the exercise of Subscription Rights or subscribing for Shares. Neither the Subscription Agent nor the Company will pay such expenses.

5. Execution.

a. Execution by Registered Holder. The signature on the Subscription Rights Certificate must correspond with the name of the Record Holder exactly as it appears on the face of the Subscription Rights Certificate without any alteration, enlargement or change whatsoever. Persons who sign the Subscription Rights Certificate in a representative or other fiduciary capacity on behalf of a registered holder must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority so to act.

b. Signature Guarantees. If you are neither a Record Holder (or signing in a representative or other fiduciary capacity on behalf of a Record Holder) nor an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or correspondent in the United States, your signature must be guaranteed by such an eligible institution.

6. Method of Delivery to Subscription Agent.

The method of delivery of Subscription Rights Certificates and payment of the Subscription Price to the Subscription Agent for each Share subscribed for will be at the risk of the holders of Subscription Rights. If sent by mail, we recommend that you send those certificates and payments by overnight courier or by registered first class mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and clearance of payment prior to 5:00 p.m., New York City time, on the Expiration Date.

3

7. Special Provisions Relating to the Delivery of Subscription Rights through the Depository Trust Company.

In the case of Subscription Rights that are held of record through the Depository Trust Company (the “Book-Entry Transfer Facility”), exercises of Subscription Rights under the Basic Subscription Privilege and the Oversubscription Privilege may be effected by instructing the Book-Entry Transfer Facility to transfer Subscription Rights from the Book-Entry Transfer Facility account of such holder to the Book-Entry Transfer Facility account of the Subscription Agent, together with certification as to the aggregate number of Subscription Rights exercised and the number of Shares thereby subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege by each beneficial owner of Subscription Rights on whose behalf such nominee is acting, and payment of the Subscription Price for each Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.

Payments of the Subscription Price (unless submitted by wire transfer) should be mailed or delivered to the appropriate address (or, for wire transfer payments, to the appropriate account) as described under Section 1, “Method of Exercise and Payment” above.

8. Form W-9.

Each holder who elects to exercise Rights and is a U.S. person for U.S. federal income tax purposes should provide the Subscription Agent with a correct Taxpayer Identification Number (“TIN”) on Form W-9, a copy of which is being furnished to each holder. Additional copies of Form W-9 may be obtained upon request from the Subscription Agent at the address set forth above or by contacting Broadridge Corporate Issuer Solutions, Inc., the information agent. Failure to provide the information on the form may subject such holder to a $50.00 penalty for each such failure and to U.S. federal income tax backup withholding (currently at a 24% rate) with respect to dividends that may be paid by the Company on Common Shares purchased upon the exercise of Rights (for those holders exercising Rights).

If you have any questions concerning the rights offering, please contact Broadridge Corporate Issuer Solutions, Inc., the information agent, by telephone at (888) 789-8409 (domestic) or (720) 414-6898 (international) or by email at shareholder@broadridge.com.

Sincerely,

/s/ Randall J. Scott 

Randall J. Scott

President and Chief Executive Officer

4

EX-99.3

Exhibit 99.3

RARE ELEMENT RESOURCES LTD.

UP TO 105,808,445 COMMON SHARES
ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS
TO SUBSCRIBE FOR SUCH SHARES

THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., NEW YORK CITY TIME,
ON DECEMBER 8, 2021, SUBJECT TO EXTENSION OR EARLIER TERMINATION.

November 12, 2021

To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Rare Element Resources Ltd. (the “Company”) of common shares, without par value (the “Common Shares”) of the Company, pursuant to non-transferable subscription rights (the “Rights”) distributed to all holders of record of Common Shares on October 19, 2021 (the “Record Date”). The Rights and Common Shares are described in the accompanying prospectus supplement covering the Rights and the Common Shares issuable upon their exercise dated November 12, 2021 (the “Prospectus Supplement”).

In the Rights Offering, the Company is offering an aggregate of 105,808,445 Common Shares, as described in the Prospectus Supplement.

The Rights will expire, if not exercised prior to 5:00 p.m., New York City time, on December 8, 2021 (the “Expiration Date”), subject to extension or earlier termination.

As described in the Prospectus Supplement, each beneficial owner of Common Shares registered in the name of such beneficial owner or the name of a nominee is entitled to one Right for each Common Share owned, on the Record Date. Each Right allows the holder thereof to subscribe for one Common Share (the “Basic Subscription Privilege”) at the cash price of $0.24 per share (the “Subscription Price”). For example, if a Rights holder owned 10 Common Shares as of the Record Date, it would receive 10 Rights and would have the right to purchase 10 Common Shares for the Subscription Price each.

If a Rights holder purchases all of the Common Shares available to it pursuant to its Basic Subscription Privilege, it may also exercise an oversubscription privilege (the “Oversubscription Privilege”) to purchase Common Shares that are not purchased by holders through the exercise of their Basic Subscription Privileges at the Expiration Date (such shares, the “Unsubscribed Shares”). To the extent the number of the Unsubscribed Shares is not sufficient to satisfy all of the properly exercised Oversubscription Privilege requests, then the available shares will be prorated among those who properly exercised their Oversubscription Privilege based on the number of shares each Rights holder subscribed for under the Oversubscription Privilege. Each Rights holder that exercises its Basic Subscription Privilege in full may subscribe for a number of additional Common Shares equal to the lesser of (1) the number of Common Shares subscribed for by the Rights holder under the Oversubscription Privilege and (2) the number calculated in accordance with the following formula: x(y/z), where x = the aggregate number of Common Shares available through unexercised Rights after giving effect to the Basic Subscription Privilege; y = the number of Rights exercised by the Rights holder under the Basic Subscription Privilege; z = the aggregate number of Rights exercised under the Basic Subscription Privilege by Rights holders of the Rights that have subscribed for Common Shares under the Oversubscription Privilege. Fractional shares resulting from the exercise of the Oversubscription Privilege as to any Rights holder will be eliminated by rounding down to the nearest whole share.

Each Rights holder will be required to submit payment in full for all the shares it wishes to buy with its Basic Subscription Privilege and its Oversubscription Privilege. Because the Company will not know the total number of Unsubscribed Shares prior to the Expiration Date, if a Rights holder wishes to maximize the number of shares it may purchase pursuant to the Rights holder’s Oversubscription Privilege, such holder will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of Common Shares available to the Rights holder, assuming that no holders other than such Rights holder purchases any Common Shares pursuant to the Basic Subscription Privilege and Oversubscription Privilege. Any excess subscription payments received by Broadridge Corporate Issuer Solutions, Inc. (the “Subscription Agent”) will be returned, without interest or deduction, as soon as practicable after the termination of the Rights Offering.

The Company can provide no assurances that each Rights holder will actually be entitled to purchase the number of Common Shares issuable upon the exercise of its Oversubscription Privilege in full. The Company will not be able to satisfy a Rights holder’s exercise of the Oversubscription Privilege if the Rights Offering is subscribed in full, and the Company will only honor an Oversubscription Privilege to the extent sufficient Common Shares are available following the exercise of Rights under the Basic Subscription Privileges, subject to the limitations set forth below:

· To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to a Rights holder pursuant to the Oversubscription Privilege is less than the amount the holder of Rights actually paid in connection with the exercise of the Oversubscription Privilege, the Rights holder will be allocated only the number of Unsubscribed Shares available to it as soon as practicable after the Expiration Date, and the Rights holder’s excess subscription payment received by the Subscription Agent will be returned, without interest or deduction, as soon as practicable after the Expiration Date.

· To the extent the amount the Rights holder actually paid in connection with the exercise of the Oversubscription Privilege is less than or equal to the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to the Rights holder pursuant to the Oversubscription Privilege, such Rights holder will be allocated the number of Unsubscribed Shares for which it actually paid in connection with the Oversubscription Privilege. See “The Rights Offering—Oversubscription Privilege.”

The Company is asking persons who hold Common Shares beneficially and who have received the Rights distributable with respect to those shares through a broker, custodian bank, or other nominee, as well as persons who hold certificates of Common Shares directly and prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them.

All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent, incurred in connection with the exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by the Company or the Subscription Agent.

Enclosed are copies of the following documents:

1. The Prospectus Supplement;

2. A letter to holders of the Rights as to the use of Rare Element Resources Ltd. Subscription Rights Certificates;

3. A form of letter which may be sent to your clients for whose accounts you hold Common Shares registered in your name or the name of your nominee (including a Beneficial Owner Election Form), with an attached form of instructions;

4. Nominee Holder Certification; and

5. A return envelope addressed to Broadridge Corporate Issuer Solutions, Inc., the Subscription Agent.

Your prompt action is requested. To exercise the Rights, you should deliver the properly completed and signed Nominee Holder Certification, with payment of the Subscription Price in full for each Common Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege, to the Subscription Agent, as indicated in the Prospectus Supplement. The Subscription Agent must receive the Nominee Holder Certification with payment of the Subscription Price, including final clearance of any checks, prior to the Expiration Date. A Rights holder cannot revoke, change or cancel the exercise of its Rights. Rights not exercised prior to the Expiration Date will expire.

Additional copies of the enclosed materials may be obtained from Broadridge Corporate Issuer Solutions, Inc., the information agent. The information agent may be contacted by telephone at (888) 789-8409 (domestic) or (720) 414-6898 (international) or by email at shareholder@broadridge.com. Any questions or requests for assistance concerning the Rights Offering should be directed to the information agent.

Very truly yours,

Rare Element Resources Ltd.

2

EX-99.4

Exhibit 99.4

RARE ELEMENT RESOURCES LTD.

UP TO 105,808,445 COMMON SHARES
ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS
TO SUBSCRIBE FOR SUCH SHARES

THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., NEW YORK CITY TIME,
ON DECEMBER 8, 2021, SUBJECT TO EXTENSION AND EARLIER TERMINATION.

To Our Clients:

We are sending this letter to you because we hold Rare Element Resources Ltd. (the “Company”) common shares, without par value (the “Common Shares”) for you. The Company has commenced a rights offering of up to an aggregate of 105,808,445 Common Shares of the Company (the “Shares”) at a subscription price of $0.24 per Share (the “Subscription Price”) pursuant to the exercise of non-transferable subscription rights (the “Rights”) distributed to all holders of record of Common Shares as of October 19, 2021 (the “Record Holders”). The Rights are described in the Company’s prospectus, dated November 12, 2021 (as the same may be amended, the “Prospectus Supplement”), and evidenced by a subscription rights certificate registered in your name or in the name of your nominee.

The Company has distributed one Right for each Common Share outstanding on October 19, 2021. Each Right entitles the Record Holder to purchase one Share at the Subscription Price (the “Basic Subscription Privilege”). Record Holders who fully exercise their Basic Subscription Privilege in full may also purchase additional Shares that remain unsubscribed for at the Expiration Date (as defined below) at the same Subscription Price, subject to certain limitations (the “Oversubscription Privilege”). Each Record Holder that exercises its Basic Subscription Privilege in full may subscribe for a number of additional Shares equal to the lesser of (1) the number of Shares subscribed for by the Record Holder under the Oversubscription Privilege and (2) the number calculated in accordance with the following formula: x(y/z), where x = the aggregate number of Shares available through unexercised Rights after giving effect to the Basic Subscription Privilege; y = the number of Rights exercised by the Record Holder under the Basic Subscription Privilege; z = the aggregate number of Rights exercised under the Basic Subscription Privilege by Record Holders of the Rights that have subscribed for Shares under the Oversubscription Privilege. There is no minimum number of Shares any Record Holder must purchase. Fractional shares resulting from the exercise of the Oversubscription Privilege as to any Rights holder will be eliminated by rounding down to the nearest whole share.

Each Rights holder will be required to submit payment in full for all the Shares it wishes to buy with its Basic Subscription Privilege and its Oversubscription Privilege. If you wish to exercise your Oversubscription Privilege, you should indicate the number of additional Shares you would like to subscribe for in the space provided on the enclosed Beneficial Owner Election Form. When you send in that form, you must also send the full purchase price for the number of additional Shares that you have requested (in addition to the payment due for Shares purchased through your Basic Subscription Privilege). If an insufficient number of Shares is available to fully satisfy all Oversubscription Privilege requests, the available Shares will be distributed proportionately among Rights holders who exercise their Oversubscription Privilege based on the number of Shares each such holder subscribed for under the Basic Subscription Privilege. To the extent you properly exercise your Oversubscription Privilege for an amount of Shares that exceeds the number of unsubscribed Shares available to you, any excess subscription payment received by Broadridge Corporate Issuer Solutions, Inc. (the “Subscription Agent”) will be promptly returned to you, without interest or deduction. See “The Rights Offering—Oversubscription Privilege” in the Prospectus Supplement. We are (or our nominee is) the Record Holder of the Common Shares held by us for your account. We can exercise your Rights only if you instruct us to do so.

We request instructions as to whether you wish to have us exercise the Rights relating to the Common Shares we hold on your behalf, upon the terms and conditions set forth in the Prospectus Supplement.

We have enclosed your copy of the following documents:

1. Letter to Rights holders;

2. Prospectus Supplement;

3. Base Prospectus; and

4. Beneficial Owner Election Form.

The Rights will expire if not exercised prior to 5:00 p.m., New York City time, on December 8, 2021, subject to extension and earlier termination (the “Expiration Date”). Any Rights not exercised prior to the Expiration Date will expire and will have no value. Any subscription for Shares made in the rights offering is irrevocable.

The materials enclosed are being forwarded to you as the beneficial owner of the Common Shares carried by us in your account but not registered in your name. Exercises of Rights may be made only by us as the Record Holder and pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to elect to subscribe for any Shares to which you are entitled pursuant to the terms and subject to the conditions set forth in the Prospectus Supplement. However, we urge you to read the Prospectus Supplement and other enclosed materials carefully before instructing us to exercise your Rights.

Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise Rights on your behalf in accordance with the provisions of the rights offering prior to the Expiration Date.

If you wish to have us, on your behalf, exercise the Rights for any Shares to which you are entitled, please so instruct us by completing, executing and returning to us the Beneficial Owner Election Form included herewith.

If you have any questions concerning the rights offering, you may contact Broadridge Corporate Issuer Solutions, Inc., the information agent, by telephone at (888) 789-8509 (domestic) or (720) 414-6898 (international) or by email at shareholder@broadridge.com.

2

EX-99.5

Exhibit 99.5

RARE ELEMENT RESOURCES LTD.

UP TO 105,808,445 COMMON SHARES ISSUABLE UPON EXERCISE OF
NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES

NOMINEE HOLDER CERTIFICATION

The undersigned, a bank, custodian bank or other nominee holder (the “Nominee Holder”) of subscription rights (the “Subscription Rights”) to purchase common shares, without par value (the “Shares”), of Rare Element Resources Ltd. (the “Company”) pursuant to the rights offering described in the Company’s prospectus supplement, dated November 12, 2021 (the “Prospectus Supplement”), hereby certifies to the Company and Broadridge Corporate Issuer Solutions, Inc., as subscription agent for the rights offering, that the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the Subscription Rights to subscribe for the number of Shares specified below under the basic subscription privilege, and on behalf of beneficial owners of Subscription Rights who have exercised their basic subscription privilege in full, requests to subscribe for the number of additional Shares specified below pursuant to the oversubscription privilege, the terms of which are described further in the Prospectus Supplement, listing separately each exercised basic subscription privilege and any corresponding oversubscription privilege as to each beneficial owner (without identifying any such beneficial owner) for whom the Nominee Holder is acting hereby:

NUMBER OF SHARES OWNED
ON RECORD DATE NUMBER OF SHARES
SUBSCRIBED FOR PURSUANT
TO BASIC SUBSCRIPTION
PRIVILEGE NUMBER OF SHARES
SUBSCRIBED FOR PURSUANT
TO OVERSUBSCRIPTION
PRIVILEGE

Name of Broker, Custodian Bank or Other Nominee

By:
	Authorized Signature

Name:
	(please type or print)

Provide the following information if applicable:

Depository Trust Company (“DTC”) Participant Number

Participant

By:

Name:

Title:

DTC Subscription Confirmation Numbers

EX-99.6

Exhibit 99.6

RARE ELEMENT RESOURCES LTD.

UP TO 105,808,445 COMMON SHARES
ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE
RIGHTS TO SUBSCRIBE FOR SUCH SHARES

BENEFICIAL OWNER ELECTION FORM

I (We) acknowledge receipt of your letter and the enclosed materials relating to the offering of common shares, without par value (the “Shares”), of Rare Element Resources Ltd. (the “Company”) issuable upon the exercise of subscription rights (“Subscription Rights”).

In this form, I (we) instruct you whether to exercise Subscription Rights to purchase Shares distributed with respect to the common shares, without par value, of the Company held by you for my (our) account, pursuant to the terms and subject to the conditions set forth in the prospectus supplement dated November 12, 2021 (as amended, the “Prospectus Supplement”).

BOX 1.  ¨ Please do not exercise Subscription Rights for me (us).

BOX 2.  ¨ Please exercise Subscription Rights for me (us) and purchase Shares as set forth below:

Number of common shares owned as of the date hereof:

____________________

	NUMBER OF COMMON SHARES		SUBSCRIPTION PRICE		PAYMENT
Basic Subscription Privilege		x	$          0.24	=	$

IF YOU HAVE FULLY EXERCISED YOUR BASIC SUBSCRIPTION RIGHTS ABOVE and you wish to purchase additional Shares, subject to availability and the conditions and limitations described in the Prospectus Supplement, please so indicate by completing the additional required information:

	NUMBER OF COMMON SHARES		SUBSCRIPTION PRICE		PAYMENT
Oversubscription Privilege		x	$          0.24	=	$

TOTAL SUBSCRIPTION PAYMENT REQUIRED:

$	+	$	=	$
(Basic Subscription Privilege payment)		Oversubscription Privilege payment)		(Total required  payment)

FORM OF PAYMENT:

 ¨ Payment in the following amount is enclosed: $______________

 ¨ Please deduct payment of $_____________ from my (our) following account maintained by you:

(Type of account) (Account number)

I (we) on my (our) own behalf, or on behalf of any person(s) on whose behalf, or under whose directions, I am (we are) signing this form:

• Acknowledge receipt of the Prospectus Supplement and irrevocably elect to purchase the number of Shares indicated above upon the terms and conditions specified in the Prospectus Supplement; and

• Agree that if I (we) fail to pay for the Shares that I (we) have elected to purchase, you may exercise any remedies available to you under the law.

Name of beneficial owner(s):

Signature of beneficial owner(s):

If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or in any other fiduciary or representative capacity, please provide the following information:

Name:

Capacity:

Address:

Telephone No.:

2

EX-99.7

Exhibit 99.7 

	NEWS RELEASE RARE ELEMENT RESOURCES LTD.
		OTCQB: REEMF November 12, 2021 Ref: 06-2021

Rare Element Resources announces

commencement of rights offering to purchase common shares

November 12, 2021 – Littleton, Colorado – Rare Element Resources Ltd. (the “Company” or “RER”) (OTCQB: REEMF) is pleased to announce that it has commenced the previously announced rights offering to raise up to approximately US$25.4 million in gross proceeds. The Company has issued, to the holders of its common shares on October 19, 2021, the record date for the rights offering, one non-transferable subscription right for each common share owned by each shareholder.

Each subscription right entitles the holder to purchase one common share at a subscription price of US$0.24 per share (the “basic subscription privilege”). The rights offering also includes an oversubscription privilege, which will entitle shareholders who exercise all of their subscription rights under the basic subscription privilege the right to purchase additional common shares of the Company in the rights offering, subject to availability and pro rata allocation of shares among rights holders exercising such oversubscription privilege. No fractional common shares will be issued in the rights offering.

The subscription offering is expected to expire at 5:00 p.m., New York City time, on December 8, 2021, subject to extension or earlier termination.

The Company plans 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 Project and other general corporate purposes, with a portion to be used for the prepayment of outstanding indebtedness. The previously announced US$21.9 million financial award from the U.S. Department of Energy (“DoE”) for the demonstration plant will fund approximately one-half of the expected total cost of the demonstration plant, with the balance of the required funding being provided by the Company.

U.S. holders of common shares of the Company holding their shares directly will receive a prospectus supplement and accompanying prospectus, together with a letter from the Company describing the rights offering, a subscription rights certificate and an IRS Form W-9. Canadian holders of common shares of the Company holding their shares directly will receive a rights offering notice, and the rights offering circular will be filed under the Company’s profile on the SEDAR website (www.sedar.com). Those wishing to exercise their subscription rights should review all materials, properly complete and execute the subscription rights certificate and deliver it and payment in full to the subscription agent, Broadridge Corporate Issuer Solutions, Inc. (which is also acting as information agent), by hand, overnight courier or first-class mail at the following address:

By Hand or Overnight Courier:

Broadridge, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, New York 11717

By U.S. Postal Service:

Broadridge, Inc.

Attn: BCIS Re-Organization Department

P.O. Box 1371

Brentwood, New York 11717-0718

By Telephone or E-mail:

Phone Number (domestic): (888) 789-8409

Phone Number (international): (720) 414-6898

E-mail: shareholder@broadridge.com

Holders of subscription rights whose shares are held in street name through a broker, custodian bank or other nominee must instruct their broker, custodian bank or nominee whether or not to exercise subscription rights on their behalf. Computershare Investor Services Inc. will serve as a co-subscription agent in the rights offering with respect to those who hold common shares of the Company in street name through a securities broker or dealer, bank or trust company or other participant in the book-based system administered by CDS Clearing and Depository Services Inc. Those wishing to obtain a separate subscription rights certificate should promptly contact their broker, custodian bank or other nominee with that request, although it is not necessary to have a physical subscription rights certificate to elect to exercise subscription rights if shares are held in street name.

In the United States, the rights offering is being made pursuant to the shelf registration statement on Form S-3 that was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and the prospectus meeting the requirements of the Securities Act of 1933, as amended, which was filed with the SEC as part of the shelf registration statement. Additional information regarding the rights offering is set forth in a prospectus supplement to the prospectus. In Canada, the rights offering is being made pursuant to a rights offering notice and rights offering circular on a private placement basis that is exempt from the prospectus requirements of applicable Canadian securities laws.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A copy of the prospectus supplement, rights offering notice, rights offering circular or further information with respect to the rights offering may be obtained by contacting Broadridge Corporate Issuer Solutions, Inc., the information agent, at the contact information noted above.

Rare Element Resources Ltd. is a publicly traded, strategic materials company focused on delivering rare earth products for technology, energy and defense applications by advancing the Bear Lodge Critical Rare Earth Project in northeast Wyoming. Bear Lodge is a significant mineralized district containing many of the less common, more valuable, critical rare earths that are essential for high-strength permanent magnets, electronics, fiber optics, laser systems for health and defense, as well as many technologies like electric vehicles, solar panels and wind turbines.

Contact

For inquiries relating to the rights offering, please contact Broadridge Corporate Issuer Solutions, Inc., the information agent, at the contact information noted above. For all other inquiries, please contact Randy Scott at +1 720-278-2460 or rscott@rareelementresources.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of securities legislation in the United States and forward-looking information within the meaning of securities legislation in Canada (collectively, “forward-looking statements”). Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are usually identified by our use of certain terminology, including “will,” “believes,” “may,” “expects,” “should,” “seeks,” “anticipates,” “plans,” “has potential to,” or “intends” (including negative and grammatical variations thereof), or by discussions of strategy or intentions. Such forward-looking statements include statements regarding the rights offering, including with respect to the process and timing, the expiration date, and the expected use of proceeds. Factors that could cause actual results to differ materially include, but are not limited to, the ability of the Company to raise sufficient capital in the rights offering to match the funding of the DoE award, the ability to obtain demonstration plant licensing, successful further permitting activities for the Bear Lodge Project, the availability of sufficient capital for the future development and operations of the Company, and other matters discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and our other periodic and current reports filed with the SEC and available on www.sec.gov and with the Canadian securities commissions available on www.sedar.com. There can be no assurance that future developments affecting the Company will be those anticipated by management. Please refer to the discussion of these and other uncertainties and risk factors set out in our filings made from time to time with the SEC and the Canadian regulators, including, without limitation, our reports on Form 10-K and Form 10-Q. Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. While we may elect to update our forward-looking statements at any time, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

XML

Cover	Nov. 12, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2021
Entity File Number	001-34852
Entity Registrant Name	RARE ELEMENT RESOURCES LTD.
Entity Central Index Key	0001419806
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	P.O. Box 271049
Entity Address, City or Town	Littleton
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80127
City Area Code	720
Local Phone Number	278-2460
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false