TSX-V: RES
NYSE AMEX: REE
VANCOUVER, Nov. 18 /PRNewswire-FirstCall/ - Rare Element
Resources Ltd. (TSX-V: RES and AMEX: REE) (the "Company") is
pleased to announce that it has filed a preliminary short form
prospectus with the securities regulatory authorities in each of
the provinces of Canada, except
Québec, in connection with a fully marketed public offering in
Canada with a concurrent private
placement in the United States
(the "Offering") to raise aggregate gross proceeds of up to
C$50 million on a best efforts basis
with a syndicate of agents. The Offering will consist of the sale
of common shares (the "Shares") at an issue price to be
determined in the context of the market (the "Issue Price").
The agents for the Offering shall also have the option to purchase
from the Company up to that number of additional Shares equal to
15% of the number Shares issued under the Offering during the 30
day period immediately following the closing of the Offering (the
"Over-Allotment Option").
The net proceeds from the Offering will be used
to fund the work program at the Company's Bear Lodge rare earths
deposit in Wyoming, USA, including
the completion of a pre-feasibility study, pilot plant testing,
drilling, metallurgical work, exploration programs and for general
working capital purposes.
The Company has agreed to pay to the agents for
the Offering a cash commission equal to 6% of the aggregate gross
proceeds from the Offering (including the Over-Allotment Option).
As additional consideration, the Company will issue to the agents
for the Offering broker warrants (the "Broker Warrants")
entitling the agents to subscribe for that number of Shares as is
equal to 6% of the total number of Shares sold pursuant to the
Offering, including the Over-Allotment Option. Subject to
regulatory approval, each Broker Warrant will be exercisable to
acquire one Share at a price equal to the Issue Price for a period
of 24 months after the closing of the Offering.
The Offering is expected to close on or about
December 9, 2010. The Company shall
obtain the necessary approvals to list the Shares on the TSX
Venture Exchange ("TSX-V") and the NYSE Amex Equities
("AMEX"), which listings shall be conditionally approved
prior to the closing of the Offering.
A preliminary short form prospectus has been
filed with the securities regulators in each of the provinces of
Canada, except Québec, pursuant to
National Instrument - 44-101 Short Form Prospectus
Distributions. The Shares have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or the securities laws of any state of
the United States, and may not be
offered or sold, directly or indirectly, in the United States (as defined in Regulation S
under the U.S. Securities Act) unless registered under the U.S.
Securities Act and applicable securities laws of any state of
the United States or in reliance
on an exemption from such registration requirements. This news
release does not constitute an offer to sell, or a solicitation of
an offer to buy any of the Company's securities set out herein in
the United States.
Rare Element Resources Ltd. is a publicly traded
mineral resource company focused on exploration and development of
rare-earth elements and gold on its Bear Lodge property.
Rare-earth elements are key components of the
green energy technologies and other high-technology applications.
Some of the major applications include hybrid automobiles, plug-in
electric automobiles, advanced wind turbines, computer hard drives,
compact fluorescent light bulbs, metal alloys, additives in
ceramics and glass, petroleum cracking catalysts, and a number of
critical military applications. China currently produces more than 95% of the
130,000 metric tonnes of rare-earths consumed annually worldwide,
and China has been reducing its
exports of rare earths each year. The rare-earth market is growing
rapidly, and is projected to accelerate if the green technologies
are implemented on a broad scale.
ON BEHALF OF THE BOARD
Donald E. Ranta, PhD, PGeo,
President & CEO
This news release was prepared by Company
management, who take full responsibility for content. Neither the
TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Forward Looking Statements
Except for statements of historical fact,
certain information contained herein constitutes forward-looking
statements. Forward looking statements are usually identified by
our use of certain terminology, including "will", "believes",
"may", "expects", "should", "seeks", "anticipates", "has potential
to", or "intends' or by discussions of strategy or intentions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results
or achievements to be materially different from any future results
or achievements expressed or implied by such forward-looking
statements. Forward-looking statements are statements that are not
historical facts, and include but are not limited to, estimates and
their underlying assumptions; statements regarding plans,
objectives and expectations with respect to the effectiveness of
the Company's business model; future operations, products and
services; the impact of regulatory initiatives on the Company's
operations; the size of and opportunities related to the market for
the Company's products; general industry and macroeconomic growth
rates; expectations related to possible joint and/or strategic
ventures and statements regarding future performance.
Forward-looking statements used in this
discussion are subject to various risks and uncertainties, most of
which are difficult to predict and generally beyond the control of
the Company. If risks or uncertainties materialize, or if
underlying assumptions prove incorrect, our actual results may vary
materially from those expected, estimated or projected.
Forward-looking statements in this document are not a prediction of
future events or circumstances, and those future events or
circumstances may not occur. Given these uncertainties, users of
the information included herein, including investors and
prospective investors are cautioned not to place undue reliance on
such forward-looking statements.
SOURCE Rare Element Resources Ltd.
Copyright . 18 PR Newswire