SEC Comment Letter 0000000000-24-001404 to RARE ELEMENT RESOURCES LTD (REEMF)
RARE ELEMENT RESOURCES LTD
Date: Feb. 5, 2024 · CIK: 0001419806 · Accession: 0000000000-24-001404
AI Filing Summary & Sentiment
File numbers found in text: 333-275892
Letter
United States securities and exchange commission logo February 5, 2024 Brent Berg Chief Executive Officer Rare Elements Resources Ltd P.O. Box 271049 Littleton, CO 80127 Re:Rare Elements Resources Ltd Amendment No. 1 to Registration Statement on Form S-1 Filed January 10, 2024 File No. 333-275892 Dear Brent Berg: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 Material United States Federal Income Tax Consequences, page 39 1.We note your response to prior comment 7. To the extent you intend to file a short- form tax opinion, revise to state that the disclosure in this section constitutes the opinion of counsel, and name such counsel. Refer to Section III.B of Staff Legal Bulletin No. 19. In addition, please note that the tax opinion should be filed as Exhibit 8.1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameBrent Berg Comapany NameRare Elements Resources Ltd February 5, 2024 Page 2 FirstName LastName Brent Berg Rare Elements Resources Ltd February 5, 2024 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Edward Shaoul, Esq.
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United States securities and exchange commission logo
February 5, 2024
Brent Berg
Chief Executive Officer
Rare Elements Resources Ltd
P.O. Box 271049
Littleton, CO 80127
Re:Rare Elements Resources Ltd
Amendment No. 1 to Registration Statement on Form S-1
Filed January 10, 2024
File No. 333-275892
Dear Brent Berg:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Material United States Federal Income Tax Consequences, page 39
1.We note your response to prior comment 7. To the extent you intend to file a short-
form tax opinion, revise to state that the disclosure in this section constitutes the opinion
of counsel, and name such counsel. Refer to Section III.B of Staff Legal Bulletin No. 19.
In addition, please note that the tax opinion should be filed as Exhibit 8.1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameBrent Berg
Comapany NameRare Elements Resources Ltd
February 5, 2024 Page 2
FirstName LastName
Brent Berg
Rare Elements Resources Ltd
February 5, 2024
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Edward Shaoul, Esq.