8-K - REEMF - Equibles

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): June 6, 2023

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<br>incorporation or organization)	(Commission File Number)	(IRS Employer<br>Identification No.)


P.O. Box 271049<br>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. ☐

Item 1.01	Entry into a Material Definitive Agreement.

On June 6, 2023, Rare Element Resources, Inc. (the “Company”), a Wyoming corporation and wholly owned subsidiary of Rare Element Resources Ltd. (the “Registrant”), and the Wyoming Energy Authority, an instrumentality of the State of Wyoming (the “WEA”), entered into a Funding Agreement (the “Funding Agreement”) pursuant to which the WEA agreed to fund, subject to certain conditions, a $4.4 million grant to the Company, the proceeds of which shall be used for the development of the planned rare earth separation and processing demonstration plant near the Registrant’s Bear Lodge rare earth elements project in Upton, Wyoming (the “Demonstration Plant”).

As previously disclosed, in November 2022, the Company received notice from the WEA that the Company had been selected to receive a grant of $4.4 million (the “Funding Amount” or “Funds”) from the WEA to be structured as a cost-reimbursement award for the Demonstration Plant, subject to finalizing the terms of the Funding Agreement. Pursuant to the Funding Agreement, the Funding Amount will be paid upon the WEA’s receipt of invoices from the Company detailing its actual expenses relating to the Demonstration Plant (half of which funds will be allocated to two milestone periods during the development process), minus a 10% (or $440,000) retainer, the payment of which is conditioned upon the WEA’s receipt following the commencement of the Demonstration Plant’s operations of an invoice and the Company’s final executive summary report in a form to be approved by the WEA. Pursuant to the Funding Agreement, the funding for the Demonstration Plant will be provided to the WEA from the Energy Resources Council (the “ERC”) and is further conditioned upon the availability of government funds that are appropriated or allocated for the payment of the Funding Amount and which may limited for any reason, including congressional, legislative, gubernatorial, or administration action.

Pursuant to the Funding Agreement, the Company must provide the WEA with performance and technical data and information that is developed in relation to the Demonstration Plant (the “Technical Data”). In conjunction with the WEA’s receipt of the Technical Data, the Company granted the WEA a license to use the Technical Data for its own business purposes, but the WEA will have (i) no other property right to such Technical Data (other than the license noted above) and (ii) no right to commercialize the Technical Data for its own for-profit purposes. The Technical Data is subject to certain confidentiality provisions set forth in the Funding Agreement.

Pursuant to the Funding Agreement, the Company must use and apply the Funds solely in connection with the Demonstration Plant and must use all commercially reasonable efforts to complete the Demonstration Plant. In addition, the Company indemnified the State of Wyoming, the WEA, and their officers, agents and employees from all claims arising out of the failure of the Company to perform its duties and obligations under the Funding Agreement, or in connection with the negligent performance of the Company’s duties or obligations.

The Funding Agreement will terminate when the funding has been fully disbursed, but no later than December 31, 2025, unless terminated sooner by either party in accordance with the terms of the Funding Agreement. The Funding Agreement may be terminated by the WEA immediately for cause if the Company fails to perform in accordance with the terms of the Funding Agreement. The Funding Agreement may be terminated by either party if the WEA does not receive the requested funding from the ERC or if the Funds are not allocated or available for the continued performance of the Funding Agreement.

Item 7.01Regulation FD Disclosure.

On June 8, 2023, the Registrant issued a press release regarding the Funding Agreement. A copy of the news 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 9.01Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.		Description
99.1		Press release, dated as of June 8, 2023
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: June 9, 2023


	RARE ELEMENT RESOURCES LTD.


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

<br><br><br><br>	<br><br><br><br><br><br><br><br>2023<br><br>: 02-2023<br><br><br><br>
<br><br><br><br>	EXHIBIT99.1<br><br>NEWS RELEASE<br><br>RARE ELEMENT RESOURCES LTD.<br><br><br><br><br><br>OTCQB: REEMF<br><br>June 8, 2023<br><br>Ref: 02-2023<br><br>

Rare Element Resources Announces Completion of Funding Agreement for

$4.4 Million Wyoming Energy Authority Grant

Wyoming Governor Signs Bill in Support of Rare Earth Industry

June 8, 2023 – Littleton, Colorado – Rare Element Resources Ltd. (the “Company” or “RER”) (OTCQB: REEMF) is pleased to announce the completion of the funding agreement for the previously announced $4.4 million grant from the Wyoming Energy Authority (the “WEA”). The WEA grant is a cost reimbursement award for future expenditures related to construction of the Company’s rare earth processing and separation demonstration plant to be located in Upton, Wyoming. The plant is also supported by the U.S. Department of Energy (the “DOE”) through a previously announced $21.9 million financial award. The funding provided through the DOE and WEA programs is expected to cover more than half of the estimated project costs.

In further support of the rare earth industry in Wyoming, earlier this year, Governor Mark Gordon signed a bill into law to advance the process for Wyoming to assume certain licensing and regulatory aspects of the rare earth industry. The unanimously approved bill seeks to amend the existing agreement state status between the state and the U.S. Nuclear Regulatory Commission (the “NRC”) to allow Wyoming the permitting and regulatory authority related to rare earth element source materials. Once approved by the NRC, Wyoming will have primacy for the NRC’s licensing of Wyoming-based rare earth processing facilities.

“We are very pleased with the many affirmative steps that the state of Wyoming is taking in support of the rare earth industry and the Company. The Bear Lodge Project has one of the highest-grade rare earth deposits in North America, and its location positions Wyoming to be a key player in developing a domestic rare earth supply chain,” Brent Berg, President and CEO of RER, stated. “Construction of the demonstration plant is the next step in advancing the Company’s innovative recovery and separation technology, developed with our world-class technology partner, General Atomics. The plant will provide data critical for the design of a commercial facility. The state’s legislative initiative will have licensing efficiency benefits for commercial-scale rare earth operations. We applaud Wyoming’s forward thinking and goal of economic diversification and appreciate its ongoing support of the rare earth industry and the Company.”

The rare earth processing and separation demonstration plant project, led by General Atomics, has completed the final design and is progressing licensing and permitting, with the final significant license expected this summer. Procurement of equipment has been underway for the last several months. The total 40-month timeline, which commenced in October 2021, includes commencement of construction in the second half of 2023 with operations expected to start in mid-2024.

“Rare earth elements are of the utmost importance to our country’s energy security and something we must continue to advance in order to achieve equal footing in this global market,” said Rob Creager, Executive Director of the Wyoming Energy Authority. “Wyoming has an opportunity to be a leader in providing these critical resources to our country. We are committed to the continued support of projects like these that will propel not only our own communities but our entire nation forward.”

The demonstration plant will utilize the Company’s proprietary recovery and separation technology and is expected to produce high-purity neodymium/praseodymium (Nd/Pr) oxide that is key in producing high-strength permanent magnets. These magnets are the driving technology in numerous defense, medical and green technologies, including the manufacture of electric vehicles and wind turbines. Data generated from the demonstration plant will be used in the design and completion of an economic evaluation for a full-size commercial plant and Bear Lodge Project, as well as validate the cost and environmental benefits of the process over traditional recovery methods.

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 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.

Wyoming Energy Authority advances Wyoming’s energy strategy by driving data, technology, and infrastructure investments. Focusing on an “all-of-the-above” energy mix, the WEA’s strategy includes products from legacy industries, along with the newer players advancing renewable energy and opportunities in hydrogen, advanced nuclear, geothermal, and rare earth elements. The WEA was created in 2020 by the Wyoming State Legislature by merging the Wyoming Infrastructure Authority and the Wyoming Pipeline Authority.

Contact

Rare Element Resources: Please contact Brent Berg at +1 720-278-2460 or bberg@rareelementresources.com, for additional information.

Wyoming Energy Authority: Please contact Honora Kerr at +1 970-270-1014 or honora@threeelephantpr.com, for additional information.

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 rare earth processing and separation demonstration plant, the estimated costs of the plant, the plans and timing for the design, licensing, construction, and operation of the plant, the plant’s expected utilization of the Company’s proprietary technology, the licensing of Wyoming-based rare earth processing facilities, and the Company’s ability to realize the grant funding. 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 ability to obtain demonstration plant licensing and permits, inflation and supply chain issues, ability to meet the requirements of the WEA grant funding and timing of the funding, 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.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.