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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(212) 858-1235
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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October 2, 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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Synchron
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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
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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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California
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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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50,825,000 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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50,825,000 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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50,825,000 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
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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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49.0% of Common Shares (See Item 5)
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAMES OF REPORTING PERSONS
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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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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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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Wyoming
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
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50,825,000 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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|
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50,825,000 Common Shares (See Item 5)
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||||
10
|
SHARED DISPOSITIVE POWER
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||
0
|
|
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|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
50,825,000 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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49.0% of Common Shares (See Item 5)
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|||
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||||
14
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TYPE OF REPORTING PERSON
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CO
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1
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NAMES OF REPORTING PERSONS
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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
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(a)
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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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||
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||||
4
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SOURCE OF FUNDS
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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)
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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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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
|
|
|
|
50,825,000 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
50,825,000 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
50,825,000 Common Shares (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
49.0% of Common Shares (See Item 5)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
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||
CO
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|||
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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(f)
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N/A
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of the Transaction.
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Item 5. |
Interest in Securities of the Issuer.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit 1. |
Joint Filing Agreement between Synchron, General Atomic Technologies Corporation and Tenaya Corporation.
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Exhibit 2. |
Investment Agreement by and between Rare Element Resources Ltd. and Synchron, dated October 2, 2017.
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Exhibit 3. |
Common Share Purchase Option granted by Rare Element Resources Ltd. to Synchron.
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Exhibit 4. |
Intellectual Property Rights Agreement entered into by and between Rare Element Resources Ltd and Synchron, dated October 2, 2017.
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Dated: October 18, 2017
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||
SYNCHRON
|
||
By: /s/ Kenneth J. Mushinski
|
||
Name:
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Kenneth J. Mushinski
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Title:
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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:
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James N. Blue
|
|
Title:
|
Chairman, Director and President
|