Rare Element Resources Ltd. Files Pre-Effective Amendment No. 3 to Form S-1 Registration Statement
Ticker: REEMF · Form: S-1/A · Filed: Feb 9, 2024 · CIK: 1419806
Complexity: simple
Sentiment: neutral
Topics: S-1/A, Registration Statement, Public Offering, Rare Element Resources, SEC Filing
TL;DR
<b>Rare Element Resources Ltd. has filed an S-1/A amendment, indicating progress in its public offering registration.</b>
AI Summary
RARE ELEMENT RESOURCES LTD (REEMF) filed a Amended IPO Registration (S-1/A) with the SEC on February 9, 2024. Rare Element Resources Ltd. filed a pre-effective amendment (No. 3) to its Form S-1 registration statement on February 9, 2024. The filing is under the Securities Act of 1933, with registration number 333-275892. The company's principal executive offices are located at P.O. Box 271049, Littleton, Colorado 80127. The telephone number for the company is (720) 278-2460. The filing indicates the company is a non-accelerated filer and an emerging growth company.
Why It Matters
For investors and stakeholders tracking RARE ELEMENT RESOURCES LTD, this filing contains several important signals. This S-1/A filing is a procedural step for Rare Element Resources Ltd. to register securities for a potential public offering, allowing them to raise capital. As an emerging growth company and non-accelerated filer, the company may benefit from certain regulatory accommodations, potentially impacting the timeline and requirements of their public offering.
Risk Assessment
Risk Level: low — RARE ELEMENT RESOURCES LTD shows low risk based on this filing. The filing is a routine amendment to a registration statement and does not contain new financial performance data or significant business updates, thus posing minimal immediate risk.
Analyst Insight
Monitor future filings for updates on the registration statement's effectiveness and details regarding the proposed public offering.
Key Numbers
- 3 — Pre-Effective Amendment Number (Form S-1 Registration Statement)
- 333-275892 — Registration Number (Securities Act of 1933)
- 1231 — Fiscal Year End (Company data)
Key Players & Entities
- RARE ELEMENT RESOURCES LTD. (company) — Registrant
- February 9, 2024 (date) — Filing date
- 333-275892 (registration_number) — SEC registration number
- P.O. Box 271049 Littleton, Colorado 80127 (address) — Registrant's principal executive offices
- Brent D. Berg (person) — President and Chief Executive Officer
- Davis Graham & Stubbs LLP (company) — Legal counsel
Forward-Looking Statements
- Rare Element Resources Ltd. will proceed with a public offering of securities. (RARE ELEMENT RESOURCES LTD.) — medium confidence, target: 2024-12-31
- The company's stock price may experience volatility due to potential dilution from the offering. (RARE ELEMENT RESOURCES LTD.) — medium confidence, target: 2024-06-30
FAQ
When did RARE ELEMENT RESOURCES LTD file this S-1/A?
RARE ELEMENT RESOURCES LTD filed this Amended IPO Registration (S-1/A) with the SEC on February 9, 2024.
What is a S-1/A filing?
A S-1/A is a amendment to an IPO registration statement, typically incorporating SEC feedback. This particular S-1/A was filed by RARE ELEMENT RESOURCES LTD (REEMF).
Where can I read the original S-1/A filing from RARE ELEMENT RESOURCES LTD?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by RARE ELEMENT RESOURCES LTD.
What are the key takeaways from RARE ELEMENT RESOURCES LTD's S-1/A?
RARE ELEMENT RESOURCES LTD filed this S-1/A on February 9, 2024. Key takeaways: Rare Element Resources Ltd. filed a pre-effective amendment (No. 3) to its Form S-1 registration statement on February 9, 2024.. The filing is under the Securities Act of 1933, with registration number 333-275892.. The company's principal executive offices are located at P.O. Box 271049, Littleton, Colorado 80127..
Is RARE ELEMENT RESOURCES LTD a risky investment based on this filing?
Based on this S-1/A, RARE ELEMENT RESOURCES LTD presents a relatively low-risk profile. The filing is a routine amendment to a registration statement and does not contain new financial performance data or significant business updates, thus posing minimal immediate risk.
What should investors do after reading RARE ELEMENT RESOURCES LTD's S-1/A?
Monitor future filings for updates on the registration statement's effectiveness and details regarding the proposed public offering. The overall sentiment from this filing is neutral.
How does RARE ELEMENT RESOURCES LTD compare to its industry peers?
The filing pertains to the registration of securities for a potential public offering by a company in the mining sector, specifically gold & silver ores.
Are there regulatory concerns for RARE ELEMENT RESOURCES LTD?
The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.
Industry Context
The filing pertains to the registration of securities for a potential public offering by a company in the mining sector, specifically gold & silver ores.
Regulatory Implications
The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.
What Investors Should Do
- Review the full S-1/A filing for any substantive changes or updates from previous amendments.
- Track the SEC's review process and any subsequent amendments or effectiveness dates for the registration statement.
- Analyze the company's business strategy and market conditions that may influence the timing and success of a future public offering.
Key Dates
- 2024-02-09: Filing of Pre-Effective Amendment No. 3 to Form S-1 — Indicates progress in the registration process for a public offering.
Year-Over-Year Comparison
This is a pre-effective amendment (No. 3) to a previously filed registration statement, indicating ongoing procedural steps rather than a new filing.
Filing Stats: 1,989 words · 8 min read · ~7 pages · Grade level 10.9 · Accepted 2024-02-09 10:35:01
Filing Documents
- tm2331724d13_s1a.htm (S-1/A) — 56KB
- tm2331724d13_ex8-1.htm (EX-8.1) — 12KB
- tm2331724d13_ex8-1img001.jpg (GRAPHIC) — 17KB
- 0001104659-24-012699.txt ( ) — 94KB
Exhibits and Financial Statement
Item 16. Exhibits and Financial Statement Schedules. Exhibit Number Description 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 1.1 to the Company’s Form 20-F as filed with the SEC on November 17, 2009) 3.2 Certificate of Name Change (incorporated by reference to Exhibit 1.2 to the Company’s Form 20-F as filed with the SEC on November 17, 2009) 3.3 Articles (incorporated by reference to Exhibit 1.3 to the Company’s Form 20-F as filed with the SEC on November 17, 2009) 4.1 Form of Subscription Rights Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 as filed with the SEC on December 5, 2023) 5.1 Opinion of Fasken Martineau DuMoulin LLP (incorporated by reference to Exhibit 5.1 to the Company’s Form S-1/A as filed with the SEC on January 10, 2024) 8.1+ Opinion of Davis Graham & Stubbs LLP 10.1 Asset Purchase Agreement, dated as of October 20, 2016, by and between Rare Element Resources, Inc. and Whitehall Creek, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on October 26, 2016) 10.1.1 First Amendment to Asset Purchase Agreement, dated as of October 25, 2021, by and between Rare Element Resources, Inc. and Whitehall Creek, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on October 27, 2021) 10.2 Investment Agreement, dated October 2, 2017, by and between the Company and Synchron (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017) 10.3 Intellectual Property Rights Agreement, dated October 2, 2017, by and between the Company and Synchron (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017) 10.4 Cost Share Funding Assumption Agreement entered into on November 30, 2021 by and b
SIGNATURES
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 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. Signature ​ Title ​ Date /s/ Brent D. Berg Brent D. Berg ​ President, Chief Executive Officer and Director (Principal Executive Officer) ​ February 9, 2024 /s/ Wayne E. Rich Wayne E. Rich ​ Chief Financial Officer (Principal Financial and Accounting Officer) ​ February 9, 2024 /s/ Gerald W. Grandey * Gerald W. Grandey ​ Chairman of the Board of Directors ​ February 9, 2024 /s/ Barton S. Brundage * Barton S. Brundage ​ Director ​ February 9, 2024 /s/ Nicole J. Champine * Nicole J. Champine ​ Director ​ February 9, 2024 /s/ Paul J. Hickey * Paul J. Hickey ​ Director ​ February 9, 2024 /s/ Kelli C. Kast * Kelli C. Kast ​ Director ​ February 9, 2024 /s/ David I. Roberts * David I. Roberts ​ Director ​ February 9, 2024 * /s/ Brent D. Berg Brent D. Berg ​ Attorney-in-Fact ​ February 9, 2024 II-3