REEMF 8-K
Rare Element Resources Ltd (REEMF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| Registrant’s telephone number, including area code: | ( |
| 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) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 8.01 | Other Events. |
On February 6, 2026, Rare Element Resources Ltd. (the “Company”) issued a press release announcing the commencement of a previously announced rights offering of non-transferable subscription rights to holders of record of its common shares as of January 30, 2026 to purchase up to 129,033,678 common shares of the Company. A copy of the press release is attached as Exhibit 99.5 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the rights offering, the Company is filing items included as Exhibits 4.1, 5.1, 8.1 and 99.1 through 99.4 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- 286231), to which the prospectus supplement dated February 6, 2026, relating to the rights offering is a part. The Company expects to use the net proceeds from the rights offering (i) to support (A) the continuation of the operation of the rare earth processing and separation demonstration plant (the “Demonstration Plant”); (B) the advancement of projects for the as-constructed Demonstration Plant beyond the current neodymium/praseodymium (Nd/Pr) separation objectives, including applying the technology to the separation of heavy rare earth elements and to third-party feed sources; and (C) the completion of federal and state permitting and licensing for the Bear Lodge rare earth elements project; and (ii) for other general corporate purposes.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 4.1 | Form of Subscription Rights Certificate | |
| 5.1 | Opinion of Fasken Martineau DuMoulin LLP | |
| 8.1 | Opinion of Davis Graham & Stubbs LLP | |
| 99.1 | Form of Letter to Shareholders Who Are Record Holders | |
| 99.2 | Form of Letter to Shareholders Who Are Beneficial Holders | |
| 99.3 | Form of Letter to Clients of Shareholders Who Are Beneficial Holders | |
| 99.4 | Form of Beneficial Owner Election Form | |
| 99.5 | Press release, dated as of February 6, 2026 | |
| 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: February 6, 2026
| RARE ELEMENT RESOURCES LTD. | ||
| By: | /s/ Wayne E. Rich | |
| Name: | Wayne E. Rich | |
| Title: | Chief Financial Officer | |
| FORM 1 - TO SUBSCRIBE FOR SHARES PURSUANT TO THE BASIC SUBSCRIPTION PRIVILEGE I hereby irrevocably subscribe for the number of Shares indicated below upon the terms and subject to the conditions stated in the Prospectus Supplement at a subscription price of $0.24 USD per Share. NUMBER OF SHARES SUBSCRIBED FOR__________________ AT $0.24 USD PER SHARE TOTAL PRICE: $___________________________USD SUBSCRIBER’S SIGNATURE:__________________________ Payment in full of the subscription price in United States dollars by certified cheque, bank draft or money order must be made to Computershare Investor Services Inc. with this subscription. IF THE ABOVE SIGNATURE IS ANY PERSON OTHER THAN THE ABOVE NAMED REGISTERED HOLDER OF THIS RIGHTS CERTIFICATE, SUCH SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION AS MORE FULLY DESCRIBED IN THE PROSPECTUS SUPPLEMENT. FORM 2 - TO SUBSCRIBE FOR SHARES PURSUANT TO THE OVERSUBSCRIPTION PRIVILEGE I hereby irrevocably subscribe for up to that number of Additional Shares specified below at a subscription price of $0.24 USD per Share and irrevocably agree to accept the same or any smaller number that may be allotted among those exercising this Oversubscription Privilege in accordance with the procedures set out in the Prospectus Supplement. MAXIMUM NUMBER OF ADDITIONAL SHARES SUBSCRIBED FOR _______________________ AT $0.24 USD PER SHARE TOTAL PRICE: $___________________________USD SUBSCRIBER’S SIGNATURE:__________________________ Payment in full of the subscription price for such Additional Shares in United States dollars by certified cheque, bank draft or money order must be made to Computershare Investor Services Inc. with this subscription. In the event of an over subscription for Additional Shares pursuant to this Oversubscription Privilege, Computershare Investor Services Inc. shall return to subscribers the excess funds paid for subscription of such Shares. evidences rights issued by Rare Element Resources Ltd., (the “Company”) to a shareholder of record as at the close of business on January 30th, 2026 to subscribe for and purchase shares of the Company (the “Shares”) at a price of $0.24 USD per Share, each Share consisting of one Common Share in the capital of the Company (a “Common Share”) at any time on or before 5:00 P.M. (Eastern Time) on March 4th, 2026 upon the terms and subject to the conditions stated in the Company’s rights offering prospectus supplement dated February 6, 2026 (the “Prospectus Supplement”), all of which is incorporated herein by reference. Dated: THIS RIGHTS CERTIFICATE WILL BE VOID AND WITHOUT VALUE IF NOT USED FOR SUBSCRIPTION BEFORE 5:00 P.M. (EASTERN TIME) AT THE SPECIFIED OFFICE OF COMPUTERSHARE INVESTOR SERVICES INC. ON MARCH 4, 2026. Kenneth J. Mushinski, President, Chief Executive Officer and Director Wayne E. Rich, Chief Financial Officer Certificate Number Certificate for Rights Rare Element Resources Ltd. 0253LC FORM 3 - TO DIVIDE OR COMBINE RIGHTS CERTIFICATES Please deliver to the undersigned new rights certificate(s) in the name of the undersigned as indicated below. _____________rights certificate(s) for____________rights each _____________rights certificate(s) for____________rights each Signature of rights certificate holder:_______________________ CUSIP 75381M151 ISIN CA75381M1510 (INCORPORATED UNDER THE LAWS OF BRITISH COLUMBIA) This non-transferable rights certificate issued to: ZQ 123456 ****0********* *****0******** ******0******* *******0****** C1234567890 ** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZE RO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO* ***ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****Z ERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO ****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO**** ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZER O****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO*** *ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZE RO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO* ***ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****Z ERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZER O****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO** **ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****Z ERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZER *** ZERO *** |
| 0253ME The IRS (Internal Revenue Service) requires cost basis reporting of securities acquired for U.S. residents after January 1, 2011. For more information, please visit www.irs.gov. L’IRS (Internal Revenue Service) exige la déclaration du prix de base des titres acquis pour les résidents des États-Unis après le 1er janvier 2011. Pour plus d’informations, veuillez visiter le www.irs.gov. Signature Guarantee: The signature on this assignment must correspond with the name as written upon the face of the certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule I chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program. Computershare’s Privacy Notice: In the course of providing services to you and our corporate clients, Computershare receives non-public personal information about you - your name, address, social insurance number, securities holdings, transactions, etc. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes. We have prepared a Privacy Code to tell you more about our information practices and how your privacy is protected. It is available at our website, computershare.com, or by writing us at 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6 Canada. *You are required to provide your Social Insurance Number (“SIN”) if you will receive income on these securities. We will use this number for income reporting. Computershare may also ask for your SIN as an identification-security measure if you call or write to request service on your account; however you may decline this usage. By Hand or Courier to: 320 Bay Street, 14th Floor Toronto, ON M5H 4A6 Canada Attention: Corporate Actions By Mail to: P.O. Box 7021 31 Adelaide St. E. Toronto, Ontario M5C 3H2 Attention: Corporate Actions This rights certificate will be void and without value if not used for subscription before 5:00 p.m., Eastern Time, at the office of Computershare Investor Services Inc. specified below, on March 4th, 2026. TO SUBSCRIBE PURSUANT TO THE BASIC SUBSCRIPTION PRIVILEGE A holder of this rights certificate wishing to subscribe for Shares must complete Form 1 and deliver this rights certificate, together with payment in full of the subscription price, to Computershare Investor Services Inc. at its office shown below prior to 5:00 p.m. (Eastern Time), on March 4, 2026.The number of whole Shares that may be subscribed for is equal to the number of rights shown in the upper right-hand corner of this rights certificate, provided that if such number includes a fraction of a right, round down to the nearest whole number. Only whole Shares may be subscribed for. OVERSUBSCRIPTION PRIVILEGE If Form 1 is completed with respect to the maximum number of Shares that can be subscribed for with the rights evidenced hereby, the holder may, by completing Form 2, subscribe for his, her or its proportionate part of the Shares which are not subscribed for by the expiration of the rights, subject to any maximum number specified by the holder in Form 2. Payment in full of the subscription price of the maximum number of Additional Shares so subscribed for must accompany this certificate when it is delivered to Computershare Investor Services Inc. TO DIVIDE OR COMBINE CERTIFICATES Complete Form 3 and deliver this rights certificate to Computershare Investor Services Inc. at its office shown below in ample time for the new rights certificate(s) to be issued and used before the expiration of the rights. THE RIGHTS AND THE SHARES ISSUABLE UPON EXERCISE OF THE RIGHTS ARE NOT BEING OFFERED FOR SALE OUTSIDE OF THE UNITED STATES OF AMERICA AND CANADA. BY HIS, HER OR ITS EXECUTION AND DELIVERY OF THIS RIGHTS CERTIFICATE, EACH SUBSCRIBER CERTIFIES TO THE COMPANY THAT HE, SHE OR IT IS A RESIDENT OF THE UNITED STATES OF AMERICA OR CANADA OR IS OTHERWISE ENTITLED TO EXERCISE THE RIGHTS EVIDENCED HEREBY IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET OUT IN THE RIGHTS OFFERING PROSPECTUS SUPPLEMENT. OFFICE OF COMPUTERSHARE INVESTOR SERVICES INC. |
Exhibit 5.1
February 6, 2026
RARE ELEMENT RESOURCES LTD.
P.O. Box 80
Firestone, Colorado
80520
Dear Sirs/Mesdames:
Re: Rare Element Resources Ltd. – 2026 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 proposed distribution by the Company (the “Rights Offering”) to the holders of record on January 30, 2026, of common shares of the Company (the “Holders”), at no charge, of an aggregate of 129,033,678 non-transferable subscription rights (the “Subscription Rights”) to purchase up to 129,033,678 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, substantially in the form of the rights certificate appended to the Registration Statement (as defined below) (the “Form of Rights Certificate”).
The Company filed with the Securities and Exchange Commission (the “Commission”): (i) a registration statement on Form S-3 (File No. 333-286231) under the Securities Act of 1933, as amended (the “Act”), on March 28, 2025, which was amended by the Company on April 8, 2025, and was declared effective by the Commission on April 15, 2025 (including a preliminary prospectus and all exhibits thereto, and the documents incorporated by reference therein, the “Registration Statement”); (ii) the base prospectus that is part of the Registration Statement and which registered certain securities of the Company to be issued from time to time; and (iii) a prospectus supplement pertaining to the Rights Offering, on February 6, 2026 (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 February 6, 2026 (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) | the Registration Statement; | |
| c) | the Prospectus Supplement; |
| d) | 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 | |
| e) | a certificate of good standing dated February 5, 2026 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, including without limitation 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, including the Certificate of Good Standing, 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 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 or as to the adequacy of any consideration received.
2
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, when issued by the Company in the manner described in the Prospectus Supplement, will be validly issued. |
| 2. | The Rights Shares, when issued upon the due exercise of the Subscription Rights in accordance with the provisions set forth in 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 as fully paid and non-assessable common shares in the capital of the Company. |
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
Exhibit 8.1
February 6, 2026
Rare Element Resources Ltd.
P.O. Box 80
Firestone, CO 80520
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 described in the prospectus supplement, dated February 6, 2026 (the “Prospectus Supplement”), to the base shelf prospectus filed on April 15, 2025, and forming a part of the registration statement on Form S-3 (File No. 333-286231), as amended, 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 Prospectus Supplement, (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 Prospectus Supplement 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.
Office: 303.892.9400 | Fax: 303.893.1379 | 3400 Walnut Street, Suite 700, Denver, Colorado 80205 | davisgraham.com
Rare Element Resources Ltd.
February 6, 2026
Page 2
Based upon and subject to the foregoing, and subject to the qualifications, exceptions, assumptions and limitations stated in the Prospectus Supplement, we confirm that the statements in the Prospectus Supplement 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 Prospectus Supplement or to any matter whatsoever, including the Rights offering, if, to the extent relevant to our opinion, either all the transactions described in the Prospectus Supplement are not consummated in accordance with the terms of the Prospectus Supplement 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 Prospectus Supplement 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 Prospectus Supplement, 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 Prospectus Supplement 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 |
Exhibit 99.1
RARE ELEMENT RESOURCES LTD.
P.O. BOX 80
FIRESTONE, COLORADO
February 6, 2026
Dear Rare Element Resources Shareholder:
Enclosed are the prospectus supplement, dated February 6, 2026 (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,” and such record holders of the Company’s Common Shares, the “Record Holders”). The Prospectus Supplement does not constitute a “prospectus” for the purposes and within the meaning of Canadian securities laws.
Record Holders as of January 30, 2026 (the “Record Date”) will receive at no charge non-transferable subscription rights (the “Subscription Rights”) to purchase up to an aggregate of 129,033,678 Common Shares (the “Shares”) at a subscription price of US$0.24 per Share (the “Subscription Price”) for up to aggregate gross proceeds to the Company of approximately US$30.9 million. Each Record Holder will receive twenty-five hundredths (or 0.25) of a Subscription Right for each Common Share held by such Record Holder, on the Record Date. Each whole 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., Eastern Time, on March 4, 2026 (the “Expiration Date”), subject to extension until a date no later than March 6, 2026, or earlier termination. After 5:00 p.m., Eastern Time, on 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 Computershare Investor Services Inc. (the “Subscription Agent”) after 5:00 p.m., Eastern 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 after 5:00 p.m., Eastern Time, on 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; and 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. To the extent that the number of Subscription Rights that are distributed to you on the Record Date is not a whole number, the Common Shares issuable upon exercise of the Basic Subscription or Oversubscription Privilege will be rounded down to the nearest whole share for purposes of determining the number of Common Shares for which you may subscribe. 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 CERTIFIED CHECK, BANK DRAFT OR MONEY ORDER, MUST BE ACTUALLY RECEIVED BY THE SUBSCRIPTION AGENT, PRIOR TO 5:00 P.M., EASTERN 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., EASTERN 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 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., Eastern 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 certified check, bank draft or money order, payable to Computershare Investor Services Inc. Please reference your Subscription Rights Certificate Number on your check.
The Subscription Rights Certificate and payment of the Subscription Price must be delivered to the Subscription Agent by hand, mail or overnight courier to the following address:
By Hand or Overnight Courier:
Computershare Investor Services Inc.
Attn: Corporate Actions
320 Bay Street, 14th Floor
Toronto, Ontario M5H 4A6
By Mail:
Computershare Investor Services Inc.
Attn: Corporate Actions
P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario M5C 3H2
Subscriptions by Beneficial Owners
A beneficial owner is a holder of Common Shares whose shares are registered in the name of a broker, dealer, custodian bank or other nominee. In such case, the broker, dealer, custodian bank or other nominee is the Record Holder of the Subscription Rights. To exercise your Subscription Rights, instruct your broker, dealer, 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., Eastern Time, on the Expiration Date.
By making arrangements with your broker, dealer, custodian bank or other nominee for the delivery of funds on your behalf, you may also request such broker, dealer, custodian bank or other nominee to exercise the Subscription Rights Certificate on your behalf.
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| 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 the Subscription Rights Certificate is signed by a person other than the Record Holder, such signature must be guaranteed by an Eligible Institution (as defined below), or in some other manner satisfactory to the Subscription Agent (except that no guarantee is required if the signature is that of an Eligible Institution). |
An “Eligible Institution” means a commercial bank or trust company in the United States, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP), a Canadian Schedule I chartered bank, a major trust company in Canada, or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in the United States and Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States, or members of the Investment Industry Regulatory Organization of Canada.
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| 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., Eastern Time, on the Expiration Date.
| 7. | Special Provisions Relating to the Delivery of Subscription Rights through the Depository Trust Company and CDS Clearing and Depository Services Inc. |
In the case of Subscription Rights that are held beneficially through a securities broker or dealer, bank or trust company or other participant (each, a “Participant”) in the book-based systems administered by the Depository Trust Company (“DTC”) or CDS Clearing and Depository Services Inc. (“CDS”) (the “Book-Entry Transfer Facility”) (the holders of such Subscription Rights being referred to as “Beneficial Holders”), exercises of Subscription Rights under the Basic Subscription Privilege and the Oversubscription Privilege may be effected by instructing Participants in the Book-Entry Transfer Facility to transfer Subscription Rights from the Book-Entry Transfer Facility account of such Beneficial 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.
The Subscription Price is payable by direct debit from the Beneficial Holder’s brokerage account or by electronic funds transfer or other payment mechanism satisfactory to the Participant. The entire Subscription Price for Shares subscribed for must be paid at the time of subscription and must be received by the Subscription Agent prior to 5:00 p.m., Eastern Time, on the Expiration Date. Accordingly, if a Beneficial Holder is subscribing through a Participant, such Beneficial Holder must deliver payment (by method described above) and instructions to the Participant sufficiently in advance of 5:00 p.m., Eastern Time, on the Expiration Date to allow the Participant to properly exercise the Subscription Rights on such Beneficial Holder’s behalf.
| 8. | Form W-9. |
Each holder who elects to exercise Subscription 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 a 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. Failure to provide the information on the form may subject such holder to penalties imposed by the Internal Revenue Code and may result in U.S. federal income tax backup withholding (currently at a 24% rate) with respect to certain reportable payments, including dividends, if any, paid by the Company on Common Shares purchased upon the exercise of Subscription Rights.
If you have any questions concerning the Rights Offering, please contact the Subscription Agent by telephone toll free at 1-800-564-6253 or by international direct dial at (514) 982-7555 or by email at [email protected].
| Sincerely, | ||
| By: | ||
| Kenneth J. Mushinski | ||
| President and Chief Executive Officer | ||
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Exhibit 99.2
RARE ELEMENT RESOURCES LTD.
UP TO 129,033,678 COMMON SHARES
ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS
TO SUBSCRIBE FOR SUCH SHARES
THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL
5:00 P.M., EASTERN TIME,
ON MARCH 4, 2026, SUBJECT TO EXTENSION UNTIL A DATE NO LATER THAN MARCH 6, 2026, OR EARLIER TERMINATION.
February 6, 2026
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 January 30, 2026 (the “Record Date”). The Rights and Common Shares are described in the accompanying prospectus supplement, dated February 6, 2026 (the “Prospectus Supplement”) covering the Rights and the Common Shares issuable upon their exercise. The Prospectus Supplement does not constitute a “prospectus” for the purposes and within the meaning of Canadian securities laws.
In the Rights Offering, the Company is offering an aggregate of 129,033,678 Common Shares, as described in the Prospectus Supplement.
The Rights will expire, if not exercised prior to 5:00 p.m., Eastern Time, on March 4, 2026 (the “Expiration Date”), subject to extension until a date no later than March 6, 2026, 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 twenty-five hundredths (or 0.25) of a Right for each Common Share owned, on the Record Date. Each whole Right allows the holder thereof to subscribe for one Common Share (the “Basic Subscription Privilege”) at the cash price of US$0.24 per share (the “Subscription Price”).
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 prior to 5:00 p.m., Eastern Time, on the Expiration Date (such shares, the “Unsubscribed Shares”). To the extent the number of Unsubscribed Shares is not sufficient to satisfy all of the properly exercised Oversubscription Privilege requests, then the available Unsubscribed 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; and z = the aggregate number of Rights exercised under the Basic Subscription Privilege by holders of the Rights that have subscribed for Common Shares under the Oversubscription Privilege. To the extent that the number of Rights that are distributed to you on the Record Date is not a whole number, the Common Shares issuable upon exercise of the Basic Subscription or Oversubscription Privilege will be rounded down to the nearest whole share for purposes of determining the number of Common Shares for which you may subscribe.
As an illustrative example as to the mechanics of the Rights Offering, if you own 1,000 of the Common Shares on the Record Date, you will receive Rights under the Basic Subscription Privilege enabling you to purchase up to 250 Common Shares at US$0.24 per share. If you exercise your Basic Subscription Privilege to purchase all (but not less than all) of the 250 Common Shares, you could also exercise your Oversubscription Privilege to purchase additional Common Shares that remain unsubscribed for as a result of any other shareholders not exercising their Basic Subscription Privilege, subject to the pro rata allocation of shares among Rights holders properly exercising their Oversubscription Privilege.
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 Computershare Investor Services 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 Rights holder 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, dealer, 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 Company shareholders as to the use of Rights certificates; and | |
| 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. |
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Your prompt action is requested. To exercise the Rights, you should deliver 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 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 5:00 p.m., Eastern Time, on the Expiration Date will expire.
Additional copies of the enclosed materials may be obtained from the Subscription Agent. The Subscription Agent may be contacted by telephone toll free at 1-800-564-6253 or by international direct dial at (514) 982-7555 or by email at [email protected]. Any questions or requests for assistance concerning the Rights Offering should be directed to the Subscription Agent.
Very truly yours,
Rare Element Resources Ltd.
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Exhibit 99.3
RARE ELEMENT RESOURCES LTD.
UP
TO 129,033,678 COMMON SHARES
ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS
TO SUBSCRIBE FOR SUCH SHARES
THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL
5:00 P.M., EASTERN TIME,
ON MARCH 4, 2026, SUBJECT TO EXTENSION UNTIL A DATE NO LATER THAN MARCH 6, 2026, OR 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 129,033,678 Common Shares of the Company (the “Shares”) at a subscription price of US$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 January 30, 2026 (the “Record Holders”). The Rights are described in the Company’s prospectus supplement, dated February 6, 2026 (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 Prospectus Supplement does not constitute a “prospectus” for the purposes and within the meaning of Canadian securities laws.
The Company has distributed twenty-five hundredths (or 0.25) of a Right for each Common Share outstanding on January 30, 2026. Each whole Right entitles the Record Holder to purchase one Share at the Subscription Price (the “Basic Subscription Privilege”). Record Holders who exercise their Basic Subscription Privilege in full may also purchase additional Shares that remain unsubscribed for at 5:00 p.m., Eastern Time, on 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; and 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. To the extent that the number of Rights that are distributed to you on January 30, 2026, the record date, is not a whole number, the Shares issuable upon exercise of the Basic Subscription or Oversubscription Privilege will be rounded down to the nearest whole share for purposes of determining the number of Shares for which you may subscribe.
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 properly 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 Computershare Investor Services Inc. (the “Subscription Agent”) will be returned to you as soon as practicable, 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. | A letter to Company shareholders as to the use of Rights certificates; | |
| 2. | Prospectus Supplement; and | |
| 3. | Beneficial Owner Election Form. |
The Rights will expire if not exercised prior to 5:00 p.m., Eastern Time, on March 4, 2026 (the “Expiration Date”), subject to extension until a date no later than March 6, 2026, or earlier termination. Any Rights not exercised prior to 5:00 p.m., Eastern Time, on 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 5:00 p.m., Eastern Time, on 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 the Subscription Agent by telephone toll free at 1-800-564-6253 or by international direct dial at (514) 982-7555 or by email at [email protected].
2
Exhibit 99.4
RARE ELEMENT RESOURCES LTD.
UP TO 129,033,678 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 February 6, 2026 (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 |
SUBSCRIPTION RIGHTS PER COMMON SHARE OWNED |
NUMBER OF COMMON SHARES ELIGIBLE FOR PURCHASE (ROUNDED DOWN TO NEAREST WHOLE SHARE) | |||
| (a) | (b) | (c) | |||
| Calculation of Number of Common Shares Eligible for Purchase | x | 0.25 | = |
| NUMBER OF COMMON SHARES SOUGHT TO BE PURCHASED [No more than (c) above] |
SUBSCRIPTION PRICE |
PAYMENT | |||
| Basic Subscription Privilege | x | US$0.24 | = | US$ |
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 SOUGHT TO BE PURCHASED |
SUBSCRIPTION PRICE |
PAYMENT | |||
| Oversubscription Privilege | x | US$0.24 | = | US$ |
TOTAL SUBSCRIPTION PAYMENT REQUIRED:
| US$ | + | US$ | = | US$ |
| (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) |
2
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.: | ||
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Exhibit 99.5
 |
NEWS RELEASE RARE ELEMENT RESOURCES LTD. |
| OTCQB: REEMF | |
| Ref: 02-2026 |
Rare Element Resources announces
commencement of rights offering to purchase common shares
February 6, 2026 – Firestone, 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$30.9 million in gross proceeds. The Company has issued, at no charge to the holders of its common shares on January 30, 2026, the record date for the rights offering, twenty-five hundredths (or 0.25) of a non-transferable subscription right for each common share owned by each shareholder.
Each whole subscription right will entitle the holder thereof to purchase one common share of the Company at US$0.24 per share (the “basic subscription privilege”). The rights offering also includes an oversubscription privilege, which will entitle shareholders who properly exercise their subscription rights in full under the basic subscription privilege the right to purchase additional common shares of the Company in the rights offering (the “oversubscription privilege”), subject to availability and the pro rata allocation of shares among rights holders exercising such oversubscription privilege. No fractional common shares will be issued in the rights offering.
As an illustrative example as to the mechanics of the rights offering, if a holder owns 1,000 of the Company’s common shares on the record date, the holder will receive subscription rights under the basic subscription privilege enabling the holder to purchase up to 250 common shares at US$0.24 per share. If the holder exercises its basic subscription right to purchase all (but not less than all) of the 250 common shares, the holder could also exercise its oversubscription privilege to purchase additional common shares that remain unsubscribed for as a result of any other shareholders not exercising their basic subscription privilege, subject to the pro rata allocation of shares among rights holders properly exercising their oversubscription privilege.
The rights offering is expected to expire at 5:00 p.m., New York City time, on March 4, 2026, subject to extension or earlier termination.
The Company plans to use the net proceeds from the rights offering (i) to support (A) the continuation of the operation of the rare earth processing and separation demonstration plant (the “Demonstration Plant”); (B) the advancement of projects for the as-constructed Demonstration Plant beyond the current neodymium/praseodymium (Nd/Pr) separation objectives, including applying the technology to the separation of heavy rare earth elements and to third-party feed sources; and (C) the completion of federal and state permitting and licensing for the Bear Lodge rare earth elements project (the “Bear Lodge Rare Earth Project”); and (ii) for other general corporate purposes.
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. 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, Computershare Investor Services Inc., by hand, overnight courier or first-class mail at the following address:
By Hand or Overnight Courier:
Computershare Investor Services Inc.
Attn: Corporate Actions
320 Bay Street, 14th Floor
Toronto, Ontario M5H 4A6
By Mail:
Computershare Investor Services Inc.
Attn: Corporate Actions
P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario M5C 3H2
By Telephone or E-mail:
Phone Number (domestic): 1-800-564-6253
Phone Number (international): 1-514-982-7555
E-mail: [email protected]
Holders of subscription rights whose shares are held in street name through a broker, dealer, custodian bank or other nominee must instruct their broker, dealer, custodian bank or other nominee whether or not to exercise subscription rights on their behalf. Those wishing to obtain a separate subscription rights certificate should promptly contact their broker, dealer, 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 through such broker, dealer, custodian bank or other nominee.
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 and declared effective by 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. The prospectus and prospectus supplement do not constitute a “prospectus” for the purposes and within the meaning of Canadian securities laws. In Canada, the rights offering will be made pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws.
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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 or further information with respect to the rights offering may be obtained by contacting Computershare Investor Services Inc., the subscription 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 Rare Earth Project in northeast Wyoming incorporating the Company’s proprietary rare earth processing and separation technology. 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.
Contact
Please contact Wayne Rich, Chief Financial Officer, at +1 720-278-2460 or [email protected], 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 rights offering, including with respect to the process and timing, illustrative mechanics for the basic subscription privilege and oversubscription privilege, the expiration date, and the expected use of proceeds from the rights offering. 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, the Company’s ability to operate the Demonstration Plant for a sufficient amount of time to confirm the design, operations, and economics of a full-scale commercial plant, the Company’s ability to complete the federal and state permitting and licensing for the Bear Lodge Rare Earth Project, the possible full impacts of inflation and supply chain issues, such as delays or further cost increases, tariffs or trade restrictions, and other matters discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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.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 Annual Reports on Form 10-K and Quarterly Reports on 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.
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