Rare Element Resources Ltd S-1/A, filed Feb 9, 2024
Rare Element Resources Ltd (REEMF)
As filed with the Securities and Exchange Commission on February 9, 2024
Registration No. 333-275892
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RARE ELEMENT RESOURCES LTD.
(Exact name of registrant as specified in its charter)
| British Columbia | | 1090 | | N/A |
| (State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification Number) |
P.O. Box 271049
Littleton, Colorado 80127
(720) 278-2460
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Brent D. Berg
President and Chief Executive Officer
P.O. Box 271049
Littleton, Colorado 80127
(720) 278-2460
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Brian Boonstra, Esq.
Edward Shaoul, Esq.
Davis Graham & Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
(303) 892-7348
From time to time after the effective date of this registration statement as determined by market conditions
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
| | | 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 7(a)(2)(B) of the Securities Act. ¨
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 (this “Amendment”) to the Registration Statement on Form S-1 of Rare Element Resources Ltd. (File No. 333-275892) (the “Registration Statement”) is being filed as an exhibit-only filing solely to file a revised Exhibit 8.1 opinion. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, and the referenced exhibits. The prospectus and the balance of the Registration Statement are unchanged hereby and have been omitted.
Item 16. Exhibits and Financial Statement Schedules.
II-1
| + | Filed herewith. |
| * | Indicates a management contract or compensatory plan, contract or arrangement. |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Casper, State of Wyoming on February 9, 2024.
| RARE ELEMENT RESOURCES LTD. | |||
| By: | /s/ Brent D. Berg | ||
| Name: | Brent D. Berg | ||
| Title: | President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
|
/s/ Brent D. Berg Brent D. Berg |
| President, Chief Executive Officer and Director (Principal Executive Officer) |
| February 9, 2024 |
|
/s/ Wayne E. Rich Wayne E. Rich |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
| February 9, 2024 |
|
/s/ Gerald W. Grandey* Gerald W. Grandey |
| Chairman of the Board of Directors | | February 9, 2024 |
|
/s/ Barton S. Brundage* Barton S. Brundage |
| Director | | February 9, 2024 |
|
/s/ Nicole J. Champine* Nicole J. Champine |
| Director | | February 9, 2024 |
|
/s/ Paul J. Hickey* Paul J. Hickey |
| Director | | February 9, 2024 |
|
/s/ Kelli C. Kast* Kelli C. Kast |
| Director | | February 9, 2024 |
|
/s/ David I. Roberts* David I. Roberts |
| Director | | February 9, 2024 |
|
* /s/ Brent D. Berg Brent D. Berg |
| Attorney-in-Fact | | February 9, 2024 |
II-3
Exhibit 8.1
February 9, 2024
Rare Element Resources Ltd.
P.O. Box 271049
Littleton, CO 80127
Ladies and Gentlemen:
We have acted as U.S. federal income tax counsel to Rare Element Resources Ltd., a company organized under the laws of the Province of British Columbia, Canada (“RER”), in connection with the issuance to holders of RER common shares of non-transferable rights to subscribe for new RER common shares (the “Rights”), as discussed in the registration statement on Form S-1 (File No. 333-275892) (the “Registration Statement”) as filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”).
In rendering our opinion, we have examined and, with your consent, are expressly relying upon (without any independent investigation or review thereof) the truth and accuracy of the factual statements, representations, covenants and warranties contained in (i) the Registration Statement, (ii) the tax representation letter of RER delivered to us for purposes of this opinion (the “Representation Letter”), and (iii) such other documents and corporate records as we have deemed necessary or appropriate for purposes of our opinion.
In addition, we have assumed, with your consent, that:
1. The transactions contemplated by the Registration Statement will be consummated in accordance therewith and as described therein, and that no transaction or condition described therein and affecting this opinion will be waived or modified in any respect;
2. All factual statements, descriptions and representations contained in any of the documents referred to herein or otherwise made to us are true, complete and correct in all material respects and will remain true, complete and correct in all respects up to and including the effective time of the Rights offering, and no actions have been taken or will be taken which are inconsistent with such factual statements, descriptions and representations or which make any such factual statements, descriptions and representations untrue, incomplete or incorrect at the effective time of the Rights offering; and
3. Any statements made in any of the documents referred to herein “to the knowledge of” or similarly qualified are true, complete and correct in all material respects and will continue to be true, correct and complete in all material respects at all times up to and including the effective time of the Rights offering, in each case without such qualification.
Davis Graham & Stubbs LLP ▪ 1550 17th Street, Suite 500 ▪ Denver, CO 80202 ▪ 303.892.9400 ▪ fax 303.893.1379 ▪ dgslaw.com
Rare Element Resources Ltd.
February 9, 2024
Page 2
Based upon and subject to the foregoing, and subject to the qualifications, exceptions, assumptions and limitations stated in the Registration Statement, we confirm that the statements in the Registration Statement concerning United States federal tax matters under the heading “Material United States Federal Income Tax Consequences” constitute the opinion of Davis Graham & Stubbs LLP.
In addition to the matters set forth above, this opinion is subject to the exceptions, limitations and qualifications set forth below.
1. This opinion represents our legal judgment regarding the application of U.S. federal income tax laws arising under the Internal Revenue Code of 1986, as amended, existing judicial decisions, administrative regulations and published rulings and procedures, but does not address all of the U.S. federal income tax consequences of the Rights offering. We express no opinion as to U.S. federal, state, local, foreign, or other tax consequences, other than as set forth herein. Our opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not assert a contrary position. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the validity of the conclusions stated herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the U.S. federal income tax laws.
2. No opinion is expressed as to any transaction other than the Rights offering as described in the Registration Statement or to any matter whatsoever, including the Rights offering, if, to the extent relevant to our opinion, either all the transactions described in the Registration Statement are not consummated in accordance with the terms of the Registration Statement and without waiver or breach of any provisions thereof or all of the factual statements, representations, warranties and assumptions upon which we have relied, including in the Registration Statement and the Representation Letter, are not true and accurate at all relevant times.
We are furnishing this opinion in connection with the filing of the Registration Statement, and this opinion is not to be relied upon for any other purpose without our prior written consent. We consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and to the reference to our firm name therein under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC promulgated thereunder.
| Very truly yours, | |
| /s/ Davis Graham & Stubbs LLP | |
| Davis Graham & Stubbs LLP |