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): ~~October~~December 2511, 2024

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)	(IRS Employer Identification No.)


P.O. Box 271049 Littleton, Colorado	80127
(Address of principal executive offices)	(Zip Code)


Registrant’s telephone number, including area code:	(720) 278-2460

Not Applicable

(Former name or former address, if changed since last report)

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)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 5.~~01Completion~~05 Amendments to the Registrant’s Code of ~~Acquisition~~Ethics, or ~~Disposition~~Waiver of ~~Assets~~a Provision of the Code of Ethics.

On December 11, 2024, Rare Element Resources Ltd. (the “Company”) adopted a revised Code of Business Conduct and Ethics (the “Code”). The ~~information~~changes ~~set~~to ~~forth~~the Code include, among other things: (1) clarifying that the Company’s employees and directors must comply with the Code, including when working from any home office location; (2) requiring that all waivers of or changes to the Code be publicly disclosed in ~~Item~~compliance with any applicable rules of the OTCQB Venture Marketplace; (3) 8emphasizing strict adherence to the Company’s safety and health policies and procedures, including the obligation to report any known or suspected unsafe working conditions; and (4) noting that the Company’s employees should not engage in other activities that conflict with their time and attention required to perform their Company-assigned duties and responsibilities.01 A copy of the updated Code is ~~incorporated~~available ~~herein~~on bythe ~~reference~~Company’s website at www.rareelementresources.com.

The foregoing summary is qualified in its entirety by the full text of the Code, which is filed as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 39.~~02Unregistered~~01Financial ~~Sales~~Statements ofand ~~Equity Securities~~Exhibits.

~~The information set forth in Item 8~~(d)Exhibits.~~01 is incorporated herein by reference.~~


Exhibit No.		Description
14.1		Code of Business Conduct and Ethics for Directors, Officers and Employees

Item 8.01Other Events.

Pursuant to the terms of the previously disclosed asset purchase agreement, dated as of October 20, 2016, and amended on October 25, 2021, by and between Rare Element Resources, Inc. (the “Company”), a Wyoming corporation and wholly owned subsidiary of Rare Element Resources Ltd. (the “Registrant”) and Whitelaw Creek LLC, a Wyoming limited liability company (“Whitelaw Creek”), the Company exercised its option to repurchase from Whitelaw Creek, and on October 21, 2024, entered into a purchase agreement with Whitelaw Creek to repurchase, 640 acres of non-core real property located in Crook County, Wyoming that is adjacent to the Bear Lodge rare earth elements project (the “Land Repurchase”). The Land Repurchase closed on October 25, 2024 (the “Closing Date”).

As consideration for the Land Repurchase, on the Closing Date, (i) the Registrant issued 5,000,000 of its common shares (the “Shares”) to Whitelaw Creek and (ii) the Company paid Whitelaw Creek $1,507,000 in cash.

The transfer, sale or exchange of the Shares pursuant to the Land Repurchase is exempt from registration as a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, among other exemptions.

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: ~~October~~December 2513, 2024


	RARE ELEMENT RESOURCES LTD.


	By:	/s/ Wayne E. Rich
	Name:	Wayne E. Rich
	Title:	Chief Financial Officer

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