Rare Element Resources Ltd.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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75381M102
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(CUSIP Number)
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David I. Roberts
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General Atomics Uranium Resources, LLC
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3550 General Atomics Court
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San Diego, CA 92121-1122
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(858) 455-3000
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copies to:
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Donald G. Kilpatrick, Esq.
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Pillsbury Winthrop Shaw Pittman LLP
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1540 Broadway
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New York, NY 10036-4039
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(212) 858-1235
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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August 18, 2017
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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General Atomics Uranium Resources, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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3,125,000 Common Shares (See Item 5)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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3,125,000 Common Shares (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,125,000 Common Shares (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.9% of Common Shares
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (Limited Liability Company)
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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General Atomic Technologies Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
|
|
|
|
3,125,000 Common Shares (See Item 5)
|
|
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|||
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|
||||
8
|
SHARED VOTING POWER
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0
|
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|||
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|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,125,000 Common Shares (See Item 5)
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|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,125,000 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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5.9% of Common Shares
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Tenaya Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
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☒
|
||||
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|
||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
3,125,000 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
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||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,125,000 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,125,000 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
5.9% of Common Shares
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
CO
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Exhibit 1. |
Joint Filing Agreement between General Atomics Uranium Resources, LLC, General Atomic Technologies Corporation and Tenaya Corporation.
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Exhibit 2. |
Term Sheet for Purchase of Common Shares, Options and Intellectual Property Rights dated August 18, 2017
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GENERAL ATOMICS URANIUM RESOURCES, LLC
|
||
By: /s/ David I. Roberts
|
||
Name:
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David I. Roberts
|
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Title:
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CEO and President
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GENERAL ATOMIC TECHNOLOGIES CORPORATION
|
||
By: /s/ James N. Blue
|
||
Name:
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James N. Blue
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Title:
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Director, Chairman and President
|
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TENAYA CORPORATION
|
||
By: /s/ James N. Blue
|
||
Name:
|
James N. Blue
|
|
Title:
|
Chairman, Director and President
|