As filed with the Securities and Exchange Commission on February 6,9, 2024
Registration No. 333-275892
UNITED STATES
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 23 TO
FORM S-1
REGISTRATION STATEMENT
RARE ELEMENT RESOURCES LTD.
(Exact name of registrant as specified in its charter)
British Columbia | | N/A | ||||||
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
P.O. Box 271049
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Brent D. Berg
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Brian Boonstra, Esq.
From time to time after the effective date of this registration statement as determined by market conditions
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | |||
Non-accelerated filer | x | Smaller reporting company | |||
| | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 (this “Amendment”) to the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale of these securities is not permitted.
| | | Percentage of Maximum Gross Proceeds Raised in Rights Offering | | |||||||||||||||||||||
$ in thousands | | | 15% | | | 50% | | | 75% | | | 100% | | ||||||||||||
Gross proceeds | | | | $ | 5,366 | | | | | $ | 17,886 | | | | | $ | 26,830 | | | | | $ | 35,773 | | |
Estimated fees and expenses | | | | | 400 | | | | | | 400 | | | | | | 400 | | | | | | 400 | | |
Net proceeds | | | | $ | 4,966 | | | | | $ | 17,486 | | | | | $ | 26,430 | | | | | $ | 35,373 | | |
Intended use of net proceeds, listed in order of priority: | | | | | | | | | | | | | | | | | | | | | | | | | |
Advancement of the Bear Lodge REE Project | | | | | | | | | | | | | | | | | | | | | | | | | |
Operation of the Demonstration Plant(1) | | | | | 1,766 | | | | | | 9,280 | | | | | | 11,300 | | | | | | 11,300 | | |
Other Bear Lodge advancement activities(1) | | | | | — | | | | | | 2,006 | | | | | | 6,130 | | | | | | 12,873 | | |
Bear Lodge holding costs and general corporate expenses | | | | | 3,200 | | | | | | 6,200 | | | | | | 9,000 | | | | | | 11,200 | | |
| Subscription price | | | | | | | | | | $ | 0.12 | | |
| Net tangible book value per share as of September 30, 2023 | | | | $ | 0.04 | | | | | | | | |
| Increase in net tangible book value attributable to this rights offering | | | | | 0.05 | | | | | | | | |
| As-adjusted net tangible book value per share after giving effect to the rights offering | | | | | | | | | | | 0.09 | | |
| Dilution in net tangible book value per share to existing shareholders who participate in the rights offering | | | | | | | | | | $ | 0.03 | | |
| | | As of September 30, 2023 | | |||||||||
($ in thousands) | | | Actual | | | Pro Forma | | ||||||
| | | (unaudited) | | | (unaudited) | | ||||||
Cash and cash equivalents | | | | $ | 6,593 | | | | | $ | 41,966 | | |
Debt | | | | $ | 0 | | | | | $ | 0 | | |
Shareholders’ equity | | | | | 9,268 | | | | | | 44,641 | | |
Total capitalization | | | | $ | 9,268 | | | | | $ | 44,641 | | |
| SEC registration fee | | | | $ | 5,280 | | |
| FINRA filing fee | | | | | 200 | | |
| Legal fees and expenses | | | | | 300,000 | | |
| Accountants fees and expenses | | | | | 45,000 | | |
| Subscription agent fees and expenses | | | | | 22,500 | | |
| State securities filing fees | | | | | 5,000 | | |
| Printing and mailing fees and expenses | | | | | 15,000 | | |
| Miscellaneous fees and expenses | | | | | 7,000 | | |
| Total | | | | $ | 399,980 | | |
Item 16. Exhibits and Financial Statement Schedules.
II-1
+ | Filed herewith. |
* | Indicates a management contract or compensatory plan, contract or arrangement. |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Casper, State of Wyoming on February 6,9, 2024.
RARE ELEMENT RESOURCES LTD. | |||
By: | /s/ Brent D. Berg | ||
Name: | Brent D. Berg | ||
Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Date | |||||||
/s/ Brent D. Berg Brent D. Berg | | President, Chief Executive Officer and Director (Principal Executive Officer) | | February | ||||
/s/ Wayne E. Rich Wayne E. Rich | | Chief Financial Officer (Principal Financial and Accounting Officer) | | February | ||||
/s/ Gerald W. Grandey *Gerald W. Grandey | | Chairman of the Board of Directors | | February | ||||
/s/ Barton S. Brundage *Barton S. Brundage | | Director | | February | ||||
/s/ Nicole J. Champine *Nicole J. Champine | | Director | | February | ||||
/s/ Paul J. Hickey *Paul J. Hickey | | Director | | February | ||||
/s/ Kelli C. Kast *Kelli C. Kast | | Director | | February | ||||
/s/ David I. Roberts *David I. Roberts | | Director | | February | ||||
* /s/ Brent D. Berg Brent D. Berg | | Attorney-in-Fact | | February |
II-3