Form 8-K - Current report

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): January 2, 2024

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))

Securities registered pursuant to Section 12(b) of the Act: None

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 2, 2024, Brent D. Berg notified Rare Element Resources Ltd. (the “Company”) of his decision to resign as the President and Chief Executive Officer of the Company, and as a director of the Company, in each case effective as of April 2, 2024. Mr. Berg’s decision to resign is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

Item 7.01

Regulation FD Disclosure.

On January 5, 2024, the Company issued a press release announcing Mr. Berg’s resignation. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated as of January 5, 2024.
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: January 5, 2024

	RARE ELEMENT RESOURCES LTD.


	By:	/s/ Wayne E. Rich
	Name:	Wayne E. Rich
	Title:	Chief Financial Officer

Exhibit 99.1

NEWS RELEASE
RARE ELEMENT RESOURCES LTD.

OTCQB: REEMF
January 5, 2024
Ref: 01-2024

Rare Element Resources Announces Plans for Management Change

January 5, 2024 – Littleton, Colorado – Rare Element Resources Ltd. (the “Company” or “RER”) (OTCQB: REEMF) announces that its President and Chief Executive Officer Brent Berg, has notified the Company that he will resign his position effective April 2, 2024, or earlier at the discretion of the RER Board of Directors (the “Board”). Mr. Berg, who has held that position since November 1, 2022, advised the Company that he will be moving to a new opportunity outside of the rare earth industry. Mr. Berg will also resign from the Board effective on the same date.

Gerald Grandey, Chairman of the Board stated, “We are very appreciative of the fine work by Brent and the team in progressing our rare earth demonstration plant over the past year. Key accomplishments in 2023 included the issuance of the U.S. Nuclear Regulatory Commission Source Material License in July, followed by the U.S. Department of Energy’s (the “DOE”) National Environmental Policy Act review completion in November – both with a Finding of No Significant Impact. These milestones cleared the way for the DOE’s budget approval to commence onsite construction of the plant in December. Together with our General-Atomics-led project team, we are expecting operation for our rare earth extraction and separation plant to commence in the third quarter of this year.” Mr. Grandey continued, “Brent will remain fully engaged on behalf of the Company until his departure, and we certainly wish him success in his new endeavors.”

The Board has initiated a process to retain Mr. Berg’s successor in the role of President and Chief Executive Officer.

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 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 medical technology and defense, as well as technologies like electric vehicles, solar panels, and wind turbines.

General Atomics is a privately held company engaged in the development and production of advanced technology products and systems for the energy and defense sectors. Rare Element Resources’ majority shareholder, Synchron, is an affiliate of General Atomics.

Contact

Rare Element Resources: Please contact Wayne Rich, Chief Financial Officer at +1 720-278-2460 or wrich@rareelementresources.com, for additional information.

Forward-Looking Statements

This news release contains forward-looking statements and information within the meaning of securities legislation in the United States and 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 leadership transition plans, the Company’s proposed demonstration plant, permitting, licensing, construction, and operation of the plant, the plant’s expected utilization of the Company’s proprietary technology, timing matters with respect to the plant, and the use of rare earths in various applications. Factors that could cause actual results to differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this news release include, but are not limited to, the Company’s ability to hire a new President and Chief Executive Officer and obtain and maintain demonstration plant licensing and permits, inflation and supply chain issues, the impact of China’s announced ban on the export of critical materials extraction and separation technology, and other matters discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and our other periodic and current reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and available on www.sec.gov and with the Canadian securities commissions available on www.sedarplus.ca. 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.

Cover	Jan. 02, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 02, 2024
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