Rare Element Resources (OTCQB: REEMF) starts $30.9M rights offering
Rhea-AI Filing Summary
Rare Element Resources Ltd. has commenced a rights offering for up to 129,033,678 common shares at a subscription price of US$0.24 per share, targeting gross proceeds of about US$30.9 million. Existing shareholders of record on January 30, 2026 receive non-transferable rights, with one whole right issued for each twenty-five hundredths (0.25) of a common share held.
Each whole right allows the holder to buy one new share through a basic subscription privilege, and those who fully exercise this right may also request additional shares via an oversubscription privilege, subject to availability and pro rata allocation. The rights offering is expected to expire at 5:00 p.m. Eastern Time on March 4, 2026, with potential extension to March 6, 2026.
The company plans to use the net proceeds to continue operating its rare earth processing and separation demonstration plant, advance projects beyond current neodymium/praseodymium separation objectives, pursue additional heavy rare earth and third-party feed applications, complete federal and state permitting and licensing for the Bear Lodge rare earth project, and for other general corporate purposes.
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Insights
Rare Element Resources launches a sizable shareholder rights issue to fund rare earth projects and permitting.
Rare Element Resources Ltd. is raising up to US$30.9 million by offering existing shareholders rights to buy as many as 129,033,678 new common shares at US$0.24 each. The structure gives one right for every 0.25 share held on the January 30, 2026 record date, with each whole right purchasing one new share.
The deal includes both a basic subscription privilege and an oversubscription privilege, allowing fully participating holders to request additional shares if others do not subscribe. Final allocations of oversubscription shares will be prorated among those who request them, based on their basic subscriptions, once the offering closes around March 4, 2026, subject to possible short extension.
Proceeds are earmarked for continued operation of the rare earth Demonstration Plant, expansion of separation technology to heavy rare earths and third-party feed, and completion of federal and state permitting and licensing for the Bear Lodge Rare Earth Project, plus general corporate purposes. Actual impact on capital structure and funding runway will depend on how many rights holders choose to exercise their subscriptions.
8-K Event Classification
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):
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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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Securities registered pursuant to Section 12(b) of the Act: None
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| 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 | |
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 corporateactions@computershare.com.
| 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 corporateactions@computershare.com. 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 corporateactions@computershare.com.
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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) |
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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: corporateactions@computershare.com
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 wrich@rareelementresources.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 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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FAQ
What is Rare Element Resources (REEMF) offering in this rights issue?
When does the Rare Element Resources (REEMF) rights offering expire?
What will Rare Element Resources (REEMF) use the rights offering proceeds for?
Can Rare Element Resources (REEMF) rights be traded or sold on the market?
How does the oversubscription privilege work in the REEMF rights offering?
