UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01Completion of Acquisition or Disposition of Assets.
The information set forth in Item 8.01 is incorporated herein by reference.
Item 3.02Unregistered Sales of Equity Securities.
The information set forth in Item 8.01 is incorporated herein by reference.
Item 8.01Other Events.
Pursuant to the terms of the previously disclosed asset purchase agreement, dated as of October 20, 2016, and amended on October 25, 2021, by and between Rare Element Resources, Inc. (the “Company”), a Wyoming corporation and wholly owned subsidiary of Rare Element Resources Ltd. (the “Registrant”) and Whitelaw Creek LLC, a Wyoming limited liability company (“Whitelaw Creek”), the Company exercised its option to repurchase from Whitelaw Creek, and on October 21, 2024, entered into a purchase agreement with Whitelaw Creek to repurchase, 640 acres of non-core real property located in Crook County, Wyoming that is adjacent to the Bear Lodge rare earth elements project (the “Land Repurchase”). The Land Repurchase closed on October 25, 2024 (the “Closing Date”).
As consideration for the Land Repurchase, on the Closing Date, (i) the Registrant issued 5,000,000 of its common shares (the “Shares”) to Whitelaw Creek and (ii) the Company paid Whitelaw Creek $1,507,000 in cash.
The transfer, sale or exchange of the Shares pursuant to the Land Repurchase is exempt from registration as a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, among other exemptions.
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: October 25, 2024
RARE ELEMENT RESOURCES LTD. | ||
By: | /s/ Wayne E. Rich | |
Name: | Wayne E. Rich | |
Title: | Chief Financial Officer | |