Form 8-K RARE ELEMENT RESOURCES For: Feb 24

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): February 24, 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:

¨

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)

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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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Item 5.02

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

On February 24, 2015, Mr. Patrick M. James resigned as a director of Rare Element Resources Ltd. (the “Company”), effective immediately.  His resignation was not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.   

On February 25, 2014, the Board appointed Lowell Shonk, an existing director of the Company, as interim Chairman of the Board, effective immediately.  

Item 7.01

Regulation FD Disclosure.

On February 25, 2015, the Company issued a press release announcing the resignation of Mr. James as a director of the Company.  A copy of the press release is attached to this report as Exhibit 99.1.  In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.  The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated February 25, 2015 (a)

(a)

The Exhibit is intended to be furnished to, not filed with, the U.S. Securities and Exchange Commission pursuant to General Instruction B.2 of Form 8-K.

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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:  February 25, 2015

RARE ELEMENT RESOURCES LTD.

         /s/ Kelli C. Kast

By:

                                                          

Name:

Kelli C. Kast

Title:

Vice President, General Counsel, and

Chief Administrative Officer

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EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated February 25, 2015 (a)

(a)

The Exhibit is intended to be furnished to, not filed with, the U.S. Securities and Exchange Commission pursuant to General Instruction B.2 of Form 8-K.

Exhibit 99.1

	NEWS  RELEASE RARE ELEMENT RESOURCES LTD NYSE MKT: REE TSX: RES February 25, 2015 Ref: 2 - 2015

Rare Element Resources Names Lowell A. Shonk as Interim Chairman

as Patrick M. James Steps Down

February 25, 2015 – Lakewood, Colorado – Rare Element Resources Ltd. (NYSE MKT: REE and TSX: RES), a mineral resources company advancing development of the Bear Lodge Critical Rare Earth Project located in northeast Wyoming, reported today that Patrick M. James, Chairman and Director since 2014, submitted his resignation to the Company, effective immediately, due to personal reasons.  The Board has appointed Lowell A. Shonk as interim Chairman and will reduce the size of the board from eight to seven.

 “Pat, with over 45 years in executive roles within the mining industry, joined our board to share with us his insights on how to successfully transition from an exploration company to a rare earth producer,” said Randall J. Scott, President and Chief Executive Officer. “However, because of the professional he is, when Pat felt he was no longer able to give his full attention to this role, he made the choice to step down.  We appreciate his many contributions to the board and his confidence in our ultimate success and wish only the best for him and his family.  In the interim, Lowell Shonk, a Board member since early 2013, will assume the role of Chairman.  Lowell currently serves as chairman of our audit committee and has more than 30 years of experience in financial roles at large, diversified mining companies, like Phelps Dodge and Freeport-McMoran.  With this experience he is in an excellent position to help guide us as we advance the Bear Lodge Project.”

Rare Element Resources Ltd. is a publicly traded mineral resource company focused on exploration and development of rare-earth element deposits, specifically those with significant distribution of critical rare earths.  The Company is advancing development of the Bear Lodge Project, located in northeast Wyoming.  Bear Lodge is a significant mineralized district containing many of the less common, more valuable critical rare earths that are essential for electronics, fiber optics, laser systems for health and defense, as well as many evolving green technologies, like hybrid cars, solar panels and wind turbines. Permitting and feasibility work on the Project continue to advance.  The Company is a member of the U.S. Department of Energy’s Critical Materials Institute, a combined government and private sector organization committed to eliminating supply chain issues for rare earths and other critical elements.  Please see CMI’s website at https://cmi.ameslab.gov/ for additional details on its mission and members.

For additional information, please visit the Company’s website at www.rareelementresources.com or contact Robbin Lee at 720-278-2462 or [email protected].

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