COMMON SHARE PURCHASE WARRANT RARE ELEMENT RESOURCES LTD.Rare Element Resources LTD • April 27th, 2015 • Gold and silver ores
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after __________, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on ______, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rare Element Resources Ltd., a corporation incorporated under the laws of British Columbia (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF November 10, 2010 BETWEEN RARE ELEMENT RESOURCES LTD. AND COMPUTERSHARE TRUST COMPANY OF CANADA AS RIGHTS AGENTShareholder Rights Plan Agreement • December 17th, 2010 • Rare Element Resources LTD • Gold and silver ores • British Columbia
THIS AGREEMENT, dated as of November 10, 2010 is made between Rare Element Resources Ltd. (the “Company”), a corporation incorporated under the laws of British Columbia, and Computershare Trust Company of Canada (the “Rights Agent”);
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2015 • Rare Element Resources LTD • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 24, 2015, between Rare Element Resources Ltd., a company existing under the laws of the Province of British Columbia, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SEVERANCE COMPENSATION AGREEMENTSeverance Compensation Agreement • June 17th, 2014 • Rare Element Resources LTD • Gold and silver ores • Colorado
This Severance Compensation Agreement (this “Agreement”) is made and entered into as of 16th day of June, 2014 (the “Effective Date”) by and between Paul H. Zink (the “Employee”) and Rare Element Resources, Inc., a Wyoming corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2022 • Rare Element Resources LTD • Gold and silver ores • Colorado
This Employment Agreement (this “Agreement”) is made and entered into on this 17th day of October, 2022 and made effective as of November 1, 2022 (the “Effective Date”) by and between Brent Berg (the “Employee”) and Rare Element Resources, Inc., a Wyoming corporation (the “Company”).
ContractRare Element Resources LTD • November 13th, 2017 • Gold and silver ores
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER OF THIS SECURITY, BY PURCHASING THE SECURITY, AGREES FOR THE BENEFIT OF RARE ELEMENT RESOURCES LTD. (THE “COMPANY”) THAT THE SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH A
STRICTLY CONFIDENTIAL Mr. Randy Scott President and Chief Executive Officer Rare Element Resources LTDRare Element Resources LTD • April 27th, 2015 • Gold and silver ores • New York
INVESTMENT AGREEMENT BY AND BETWEEN RARE ELEMENT RESOURCES LTD. AND SYNCHRON DATED AS OF OCTOBER 2, 2017Investment Agreement • November 13th, 2017 • Rare Element Resources LTD • Gold and silver ores • New York
This INVESTMENT AGREEMENT (this “Agreement”), is entered into as of October 2, 2017 (the “Closing Date”) by and between Rare Element Resources Ltd., a company incorporated under the laws of the Province of British Columbia (the “Company”), and Synchron, a California corporation (the “Investor”). Each of the Company and Investor are referred to herein as a “Party” and together as “Parties.”
EMPLOYMENT AGREEMENT BETWEEN Rare Element Resources, Inc. and George G. ByersEmployment Agreement • September 13th, 2012 • Rare Element Resources LTD • Gold and silver ores • Colorado
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated effective as of February 11, 2011 (“Effective Date”), is by and between Rare Element Resources, Inc., a Wyoming corporation (“the Company”) and George Byers (“Byers”). The Company agrees to employ Byers and Byers agrees to accept such employment upon the following terms and conditions:
EMPLOYMENT AGREEMENT BETWEEN Rare Element Resources, Inc. and Kelli C. KastEmployment Agreement • July 3rd, 2012 • Rare Element Resources LTD • Gold and silver ores • Colorado
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated effective as of July 2, 2012 (“Effective Date”), is by and between Rare Element Resources, Inc., a Wyoming corporation (“the Company”) and Kelli C. Kast (“Kast”). The Company agrees to employ Kast and Kast agrees to accept such employment upon the following terms and conditions:
PERSONAL AND CONFIDENTIAL February 3, 2023Personal and Confidential • May 10th, 2023 • Rare Element Resources LTD • Gold and silver ores
AGENCY AGREEMENTAgency Agreement • June 7th, 2010 • Rare Element Resources LTD • Gold and silver ores • British Columbia
Pope & Company Limited ("Pope") and Jacob Securities Inc. (“Jacob”, and together with Pope, collectively, the "Agents") understands that:
Definitive Eden Lake Rare-Earth Property Agreement Completed by Rare Element and MedallionRare Element Resources LTD • March 4th, 2010 • Gold and silver ores
VANCOUVER, February 23, 2010 /CNW/ - Rare Element Resources Ltd ("Rare Element Resources" - TSX-V: RES) and Medallion Resources Ltd ("Medallion" - TSX-V: MDL) announce that they have completed and executed a definitive option agreement whereby Rare Element grants to Medallion an option ("Option") to acquire a 65% interest in a joint venture to explore the Eden Lake rare-earth-element (REE) property, located in western Manitoba, Canada ("Property"). Medallion has filed the definitive option agreement, along with an NI 43-101-compliant Technical Report on the Eden Lake property, with the TSX Venture Exchange for final approval. Option terms are presented below.
EMPLOYMENT AGREEMENT BETWEEN Rare Element Resources, Inc. and Jaye T. PickartsEmployment Agreement • September 28th, 2011 • Rare Element Resources LTD • Gold and silver ores • Colorado
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated effective as of March 1, 2011 (“Effective Date”), is by and between Rare Element Resources, Inc., a Wyoming corporation (“the Company”) and Jaye Pickarts (“Pickarts”). The Company agrees to employ Pickarts and Pickarts agrees to accept such employment upon the following terms and conditions:
ASSET PURCHASE AGREEMENT BETWEEN RARE ELEMENT RESOURCES, INC. as “Seller” and WHITELAW CREEK LLC as “Buyer” DATED AS OF OCTOBER 20, 2016 ___________________________________________Asset Purchase Agreement Between Rare Element Resources • October 26th, 2016 • Rare Element Resources LTD • Gold and silver ores • Wyoming
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of October 20th, 2016 (the “Effective Date”), is by and between RARE ELEMENT RESOURCES, INC., a Wyoming corporation, whose address is P.O. Box 271049, Littleton, Colorado 80122 (“Seller”), and WHITELAW CREEK LLC, a Wyoming limited liability company, whose address is P.O. Box 218, Hulett, WY 82720 (“Buyer”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”
INTELLECTUAL PROPERTY RIGHTS AGREEMENTIntellectual Property Rights Agreement • November 13th, 2017 • Rare Element Resources LTD • Gold and silver ores • New York
Synchron, a California corporation having a principal place of business at 3550 General Atomics Court, San Diego, CA 92121-1122 (or one or more Affiliates, the "Investor"), and Rare Element Resources Ltd., a British Columbia Corporation having a principal place of business at P.O. Box 271049, Littleton, Colorado 80127 (the "Company") (Investor and Company each a “Party” and together the "Parties"), agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2013 • Rare Element Resources LTD • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2013, between Rare Element Resources Ltd., a company existing under the laws of the Province of British Columbia, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PERSONAL AND CONFIDENTIAL August 29, 2017 Randall ScottPersonal and Confidential • November 13th, 2017 • Rare Element Resources LTD • Gold and silver ores
This letter agreement confirms the discussion and agreement between you and Rare Element Resources, Inc. (the “Company”) regarding the continuation of the adjusted salary and term as set forth in the letter agreement dated June 7, 2017. As we agreed, your salary will continue to be $14,000 per month as of September 1, 2017 for a period of two months while you focus your efforts on completing the pending investor agreement and overseeing the administration of the Company. You will continue as the Company’s President and Chief Executive Officer working from your home office, devoting as much time as necessary to achieve the key objectives of the Company.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 27th, 2021 • Rare Element Resources LTD • Gold and silver ores
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), is entered into as of October 25, 2021, by and between Rare Element Resources, Inc., a Wyoming corporation (“Seller”), and Whitelaw Creek, LLC, a Wyoming limited liability company (“Buyer”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”
COST SHARE FUNDING ASSUMPTION AGREEMENTCost Share Funding Assumption Agreement • December 2nd, 2021 • Rare Element Resources LTD • Gold and silver ores • Colorado
This COST SHARE FUNDING ASSUMPTION AGREEMENT (this “Agreement”) is made, effective as of the Effective Date (defined below), by and between GENERAL ATOMICS, a California corporation (“GA”), and RARE ELEMENT RESOURCES, INC., a Wyoming corporation (“RER”) (each a “Party” and collectively the “Parties”).
PERSONAL AND CONFIDENTIAL VIA HAND DELIVERY January 11, 2016Personal and Confidential • January 13th, 2016 • Rare Element Resources LTD • Gold and silver ores
This letter agreement confirms a change to your Severance Compensation Agreement referenced above as of January 11, 2016. As you are aware, the Board of Directors (the “Board”) has instructed the Company to achieve certain objectives, including seeking strategic partners and raising additional capital, in early 2016 and your commitment and involvement in those objectives is deemed key to our success. Given other cost conservation measures, including reduction in personnel, we anticipate your involvement as the Company’s ____________________ to continue to be full time, through at least March 31, 2016, however, cost reduction is critical to our success.
PERSONAL AND CONFIDENTIAL VIA HAND DELIVERY December 29, 2016 Randall ScottPersonal and Confidential • January 3rd, 2017 • Rare Element Resources LTD • Gold and silver ores
EMPLOYMENT AGREEMENT BETWEEN Rare Element Resources, Inc. and James ClarkEmployment Agreement • September 13th, 2012 • Rare Element Resources LTD • Gold and silver ores • Colorado
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated effective as of October 1, 2011 (“Effective Date”), is by and between Rare Element Resources, Inc., a Wyoming corporation (“the Company”) and James Clark (“Clark”). The Company agrees to employ Clark and Clark agrees to accept such employment upon the following terms and conditions:
PERSONAL AND CONFIDENTIAL June 7, 2017 Randall ScottPersonal and Confidential • August 4th, 2017 • Rare Element Resources LTD • Gold and silver ores
This letter agreement confirms the discussion and agreement between you and Rare Element Resources, Inc. (the “Company”) regarding your adjusted salary during the continuation of the Company’s care-and-maintenance program. As we agreed, your salary will be adjusted to $14,000 per month as of June 1, 2017 for a period up to three months while you focus your efforts on developing strategic partnerships while overseeing the administration of the Company. You will continue as the Company’s President and Chief Executive Officer working from your home office, devoting as much time as necessary to achieve the key objectives of the Company.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 27th, 2010 • Rare Element Resources LTD • Gold and silver ores
RARE ELEMENT RESOURCES LTD. a company incorporated pursuant to the laws of British Columbia and having an office at 410-325 Howe Street, Vancouver, British Columbia;
EMPLOYMENT AGREEMENT BETWEEN Rare Element Resources, Inc. and David P. SuleskiEmployment Agreement • September 13th, 2012 • Rare Element Resources LTD • Gold and silver ores • Colorado
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated effective as of October 1, 2011 (“Effective Date”), is by and between Rare Element Resources, Inc., a Wyoming corporation (“the Company”) and David P. Suleski (“Suleski”). The Company agrees to employ Suleski and Suleski agrees to accept such employment upon the following terms and conditions:
PERSONAL AND CONFIDENTIAL VIA HAND DELIVERY January 11, 2016 Jaye PickartsPersonal and Confidential • January 21st, 2016 • Rare Element Resources LTD • Gold and silver ores
This letter agreement confirms a change to your Employment Agreement referenced above as of January 11, 2016. As you are aware, the Board of Directors (the “Board”) has instructed the Company to achieve certain objectives, including seeking strategic partners and raising additional capital, in early 2016 and your commitment and involvement in those objectives is deemed key to our success. Given other cost conservation measures, including reduction in personnel, we anticipate your involvement as the Company’s Chief Operating Officer to continue to be full time, through at least March 31, 2016, however, cost reduction is critical to our success.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2022 • Rare Element Resources LTD • Gold and silver ores
This First Amendment (this “Amendment”) to the Employment Agreement dated as of January 1, 2018 (the “Agreement”) by and between Randall J. Scott (the “Employee”) and Rare Element Resources, Inc., a Wyoming corporation (the “Company”) is made and entered into effective as of June 27, 2022 (the “Amendment Effective Date”).
Professional Services AgreementProfessional Services Agreement • March 28th, 2023 • Rare Element Resources LTD • Gold and silver ores
This Professional Services Agreement (“Agreement”) dated this 17th day of February 2021, and made effective as of March 1, 2021 (“Effective Date”), is by and between Rare Element Resources Inc. a Wyoming corporation ("RER" or “Company”), and Kelli C. Kast-Brown whose address is 2339 Woodbury Lane, Evergreen, CO 80439 (the “Consultant”).
Professional Services AgreementProfessional Services Agreement • March 17th, 2014 • Rare Element Resources LTD • Gold and silver ores • Colorado
This Professional Services Agreement date4d this 31st day of January, 2014, and made effective as of February 1, 2014, is by and between Rare Element Resources Inc. a Wyoming corporation ("RER" or “Company”), and Applied Petrographics, whose address is 4909 NE 320th Ave, Camas, Washington, 98607 (the “Consultant”).
PERSONAL AND CONFIDENTIAL VIA HAND DELIVERY March 18, 2016 Randall ScottPersonal and Confidential • March 22nd, 2016 • Rare Element Resources LTD • Gold and silver ores
This letter agreement confirms a further change to your Severance Compensation Agreement (“SCA”) referenced above as of April 1, 2016. As you are aware, the Board of Directors has instructed the Company to achieve certain objectives into mid-2016 and your continued commitment and involvement in those objectives is deemed key to our success. Given the current care-and-maintenance positioning of the Company, we believe your continued full time involvement as the Company’s President and Chief Executive Officer, through approximately June 30, 2016, remains critical to our ongoing business needs.
PERSONAL AND CONFIDENTIAL VIA HAND DELIVERY July 8, 2016 Randall ScottPersonal and Confidential • July 11th, 2016 • Rare Element Resources LTD • Gold and silver ores
MINING OPTION AGREEMENTMining Option Agreement • October 27th, 2010 • Rare Element Resources LTD • Gold and silver ores • British Columbia
The Company is the registered and beneficial owner of certain mining claims located in the Eden Lake area of Manitoba as more particularly described in Schedule “A” to this Agreement (the “Property”); and
PERSONAL AND CONFIDENTIAL November 2, 2017 Randall Scott Littleton, CO 80127Personal and Confidential • November 7th, 2017 • Rare Element Resources LTD • Gold and silver ores
This letter confirms the agreement between you and Rare Element Resources, Inc. (the “Company”) regarding an amendment to the terms of your Severance Compensation Agreement, dated April 23, 2013 (the “Severance Agreement”). The Board of Directors of the Company has approved the amendments set forth in this letter agreement.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 29th, 2014 • Rare Element Resources LTD • Gold and silver ores • Colorado
This Change in Control Agreement (this “Agreement”) is made and entered into as of January 27, 2014, and effective as of December 12, 2013 (the “Effective Date”) by and between Paul H. Zink (the “Employee”) and Rare Element Resources, Inc., a Wyoming corporation (the “Company”).
