Current Report Filing (8-k)

00-00000000001419806false00014198062022-11-012022-11-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): November 1, 2022

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RARE ELEMENT RESOURCES LTD.

(Exact name of registrant as specified in its charter)

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British Columbia, Canada	001-34852	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

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P.O. Box 271049 Littleton, Colorado	80127
(Address of principal executive offices)	(Zip Code)

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Registrant’s telephone number, including area code:	[phone]

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Not Applicable

(Former name or former address, if changed since last report)

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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:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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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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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act: None

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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).

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Emerging growth company ☐

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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. ☐

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1, 2022, Randall J. Scott retired as the President and Chief Executive Officer of each of Rare Element Resources, Inc. (the “Company”), a Wyoming corporation and wholly owned subsidiary of Rare Element Resources Ltd. (the “Registrant”), and of the Registrant pursuant to the terms of the previously disclosed amendment, effective as of June 27, 2022, to the employment agreement between the Company and Mr. Scott.  Mr. Scott’s retirement (i) was effective immediately preceding the previously announced appointment of Brent D. Berg as the Registrant’s President and Chief Executive Officer, effective as of November 1, 2022, and (ii) was not the result of any disagreement with the Registrant on any matter related to the Registrant’s operations, policies or practices.

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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:  November 2, 2022

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​	RARE ELEMENT RESOURCES LTD.
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​	By:	/s/ Wayne E. Rich
​	Name:	Wayne E. Rich
​	Title:	Chief Financial Officer

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