Form 8-K RARE ELEMENT RESOURCES For: Apr 29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report

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

Date of Report (Date of earliest event reported):  April 29, 2015

RARE ELEMENT RESOURCES LTD.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	001-34852	Not applicable
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

225 Union Boulevard, Suite 250 Lakewood, Colorado	80228
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (720) 278-2460

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 (see General Instruction A.2. below):

¨

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

¨

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

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

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

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ITEM 8.01 Other Events.

On April 29, 2015, Rare Element Resources Ltd. (the “Company”) closed the sale of securities described in the Form 8-K filed on April 27, 2015.  The securities were offered and sold in a registered direct offering pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-189235) and a prospectus supplement dated April 27, 2015 to the base prospectus dated July 30, 2013.

The legal opinions of Fasken Martineau DuMoulin LLP and Davis Graham & Stubbs LLP relating to the legality of the issuance and sale of the shares of the securities are attached as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Fasken Martineau DuMoulin LLP
5.2		Opinion of Davis Graham & Stubbs LLP
23.1		Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1 above)
23.2		Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.2 above)

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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: April 29, 2015
	RARE ELEMENT RESOURCES LTD.
	By:	/s/ Kelli C. Kast
	Name:	Kelli C. Kast
	Title:	Vice President, General Counsel and Chief Administrative Officer

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EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Fasken Martineau DuMoulin LLP
5.2		Opinion of Davis Graham & Stubbs LLP
23.1		Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1 above)
23.2		Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.2 above)

Exhibit 5.1

April 29, 2015

Rare Element Resources Ltd. 225 Union Boulevard Suite 250 Lakewood, CO 80228

Dear Sirs and Mesdames:

Re: Registration Statement on Form S-3 (No. 333-189235)

We have acted as Canadian counsel to Rare Element Resources Ltd., a British Columbia corporation (the “Company”), in connection with the issue and sale today by the Company (the “Offering”) of an aggregate of 5,230,770 units of the Company (the “Units”) at a price of US$0.65 per Unit, with each Unit being comprised of one common share in the capital of the Company (each a “Share” and, collectively, the “Shares”) and one-half of one common share purchase warrant (each whole common share purchase warrant being a “Warrant” and, collectively, the “Warrants”), or an aggregate of 5,230,770 Shares and 2,615,285 Warrants. Each whole Warrant entitles the holder thereof to purchase one common share (subject to adjustment in certain circumstances as set forth in the Warrant Certificates (as defined below)) in the capital of the Company (each a “Warrant Share” and, collectively, the “Warrant Shares”) at a price of US$0.85 for a period expiring three years following the date hereof.

The Shares, Warrants and Warrant Shares, are registered under a registration statement on Form S-3, as amended, under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 11, 2013 (File No. 333-189235) (the “Registration Statement”), a base prospectus dated July 30, 2013 (the “Base Prospectus”) and a final prospectus supplement dated April 27, 2015, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”).  The Shares and the Warrants are being sold pursuant to a Placement Agent Agreement dated April 21, 2015, as amended on April 24, 2015, by and between H.C. Wainwright & Co., LLC (the “Agent”) and the Company (the “Agent Agreement”) and a Securities Purchase Agreement dated April 24, 2015 among the purchasers and the Company (the “Purchase Agreement”).  The Shares and the Warrants were issued separately but were purchased together in the Offering.  

Pursuant to the Agent Agreement, the Company has also issued to the Agent warrants (the “Agent Warrants”) for the purchase of 261,539 common shares of the Company (the “Agent Warrant Shares”). The Agent Warrants have the same terms and conditions as the Warrants.  

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares, the Warrants, the Warrant Shares, the Agent Warrants and the Agent Warrant Shares.

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In order to render our opinions, we have examined and are relying on originals or copies of the following documents:

(a)

the executed Purchase Agreement;

(b)

the executed Agent Agreement;

(c)

the executed certificates representing the Warrants (the “Warrant Certificates”);

(d)

the executed certificates representing the Agent Warrants (the “Agent Warrant Certificates”);

(e)

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 Offering and the issuance and sale of the Shares, the Warrants, the Warrant Shares, the Agent Warrants and the Agent Warrant Shares, and (iii)  certain other factual matters; and

(f)

a certificate of good standing (the “Certificate of Good Standing”) dated April 28, 2015 issued under the Business Corporations Act (British Columbia) in respect of the Company.

We have also examined originals or copies, certified or identified to our satisfaction, of such other documents as we have deemed necessary or relevant as a basis for the opinions expressed below and we have considered such questions of law and have made such other investigations and inquiries as we considered necessary or relevant as a basis for our opinions.

The opinions expressed herein are limited to the statutes and regulations of the Province of British Columbia and of Canada applicable therein having the force of law on the date hereof.

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 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; and (vi) a certificate of good standing bearing today’s date but otherwise identical to the Certificate of Good Standing referred to above would be available if requested.

Whenever our opinion refers to Shares, Warrant Shares or Agent Warrant 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 common shares or as to the adequacy of any consideration received.

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 Shares and the Warrants and, subject to the Company receiving US$0.65 per Unit as consideration for the issue thereof, the Shares and the Warrants have been duly and validly issued and, in the case of the

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Shares, are outstanding as fully paid and non-assessable common shares in the capital of the Company.

2.

All necessary corporate action has been taken by the Company to allot and reserve, and to authorize the issuance of, the Warrants Shares and, when issued upon the due exercise of the Warrants in accordance with the terms of the Warrant Certificates including the receipt by the Company of the consideration for the issue of each Warrant Share as set forth in the Warrant Certificates, the Warrant Shares will be duly and validly issued and will be outstanding as fully paid and non-assessable common shares in the capital of the Company.

3.

All necessary corporate action has been taken by the Company to authorize the issuance of the Agent Warrants. The Agent Warrants have been duly and validly issued by the Company.

4.

All necessary corporate action has been taken by the Company to allot and reserve, and to authorize the issuance of, the Agent Warrant Shares and, when issued upon the due exercise of the Agent Warrants in accordance with the terms of the Agent Warrant Certificates including the receipt by the Company of the consideration for the issue of each Agent Warrant Share as determined in accordance with the Purchase Agreement and the Agent Warrant Certificates, the Agent Warrant Shares will be duly and validly issued and will be outstanding as fully paid and non-assessable common shares in the capital of the Company.

This opinion is intended solely for the use of the addressees hereof and is being delivered in connection with the transaction described herein and must not be relied upon by any other person or in connection with any other transaction, quoted from or referred to in any other documents or furnished (either in its original form or by copy) to any other party, without our prior written consent. We assume no obligation to revise or supplement this opinion letter should applicable laws be changed subsequent to the date hereof by legislative action, judicial decision or otherwise or if there is a change in any fact or facts after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on 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. 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 very truly,

“Fasken Martineau DuMoulin LLP”

Exhibit 5.2

April 29, 2015

Rare Element Resources Ltd.

225 Union Boulevard, Suite 250

Lakewood, CO  80228

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-3 (File No. 333-189235) (the “Registration Statement”), of Rare Element Resources Ltd., a British Columbia corporation (the “Company”), declared effective by the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus dated July 30, 2103 included in it (the “Base Prospectus”), as supplemented by the prospectus supplement dated April 27, 2015 (the “Final Prospectus Supplement,” and as so supplemented, the “Final Prospectus”), covering 5,230,770 common shares (the “Shares”) of the Company, no par value per share (the “Common Shares”) and warrants (the “Warrants”) to purchase up to 2,615,385 Common Shares (the “Warrant Shares”).  The Final Prospectus Supplement also registers the issuance of warrants (“Agent’s Warrants”) to purchase up to 261,539 Common Shares, issuable to H.C. Wainwright & Co., LLC, the placement agent in the proposed offering (“HCW”), and the Common Shares issuable upon exercise of the Agent’s Warrants.  

The Warrants are being sold to certain purchasers pursuant to a Securities Purchase Agreement dated April 24, 2015 (the “SPA”) and a Form of Common Share Purchase Warrant (the “Form of Warrant”).  The Agent’s Warrants are being issued to HCW pursuant to a Placement Agency Agreement dated April 21, 2015, as amended on April 24, 2015 (the “Agency Agreement”).  The SPA, Form of Warrant and Agency Agreement (collectively, the “Transaction Documents”) have been filed as Exhibits to a Current Report on Form 8-K of the Company filed on April 27, 2015, which was incorporated by reference into the Registration Statement and the Final Prospectus.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below.  With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those

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Rare Element Resources Ltd.

April 29, 2015

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latter documents.  As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.  We have further assumed the due execution and delivery of each Transaction Document by the parties thereto, other than the Company (the “Other Parties”), that all Other Parties are duly organized, validly existing and in good standing under the jurisdictions of their organization, that the Transaction Documents have been duly authorized by and constitute the valid and binding obligations of the Other Parties and are enforceable against the Other Parties in accordance with their terms.

Based upon the foregoing, we are of the opinion that the Warrants and Agent’s Warrants, when issued and sold as contemplated in the Registration Statement, the Final Prospectus and the Transaction Documents, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws, which relate to or affect creditors’ rights generally, and by general principles of equity (including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

This opinion is limited to the laws of the State of New York.  We hereby consent to your filing of this opinion with the Commission as an exhibit to a Current Report on Form 8-K to be incorporated by reference in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Final Prospectus.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder.

This opinion is limited to the matters expressly set forth herein.  This opinion is given and speaks only as of the date hereof and is limited to our knowledge of the facts and the laws, statutes, rules and regulations, and judicial and administrative interpretations thereof, as currently in effect.  We assume no obligation to advise any party of changes of any kind that may hereafter be brought to our attention, even if such changes would affect our opinion, or to update or supplement this opinion after the date hereof.

Very truly yours,

/s/ Davis Graham & Stubbs

DAVIS GRAHAM & STUBBS LLP

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