UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |