SEC Company Response from RARE ELEMENT RESOURCES LTD (REEMF) (CIK 0001419806) (REEMF) — Jul 12, 2013
RARE ELEMENT RESOURCES LTD (REEMF) (CIK 0001419806)
Date: July 12, 2013 · CIK: 0001419806 · Accession: 0001052918-13-000290
AI Filing Summary & Sentiment
File numbers found in text: 333-189235
Referenced dates: July 2, 2013
Letter
Via EDGAR Division of Corporate Finance Rare Element Resources Ltd. Registration Statement on Form S-3 Filed June 11, 2013 File No. 333-189235
Dear Mr. Reynolds:
On behalf of Rare Element Resources Ltd. (the “Company”), set forth below are the responses of the Company to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 2, 2013, regarding the Company’s Registration Statement on Form S-3, filed June 11, 2013 (File No. 333-189235) (the “Registration Statement”). In connection herewith, the Company has filed by EDGAR an Amendment No. 1 to Form S-3 (the “Amended Registration Statement”), which incorporates the changes made in response to the comments in your letter. For the convenience of the Staff, we have transcribed the comments being addressed and the Company’s responses to those comments in sequence.
Exhibit 5.1
1.
Counsel opines under the laws of the Province of British Columbia and the federal laws of Canada that the debt securities will constitute valid and binding obligations of the company, and that the guarantees will constitute valid and binding obligations of the subsidiaries. However, the filed indentures omit the governing law provision. Please advise us why this provision has been omitted and what you intend to do if the indentures are not governed by the laws of British Columbia. Refer to Section II.B.1.e of Staff Legal Bulletin No. 19 for guidance.
Response: The choice of law governing the indentures and any guarantees in connection therewith will be identified at the time of any actual offering of such securities. Therefore, in order to give an opinion that the debt securities and any guarantees in connection therewith would constitute valid and binding obligations of the Company and the subsidiaries, counsel has assumed that such indentures would be governed by the laws of British Columbia, which is the jurisdiction of
incorporation of both the Company and one of the two subsidiaries. Should the indenture under which debt securities and any guarantees in connection therewith are issued be determined to be governed by the laws of any other jurisdiction, an appropriate local opinion will be issued in connection with the offering of those debt securities.
2.
We note that you have limited your legality opinion to the laws of the Province of British Columbia and the federal laws of Canada despite the possible inclusion of a guaranty by Rare Element Resources, Inc., a Wyoming corporation. Please provide an appropriate legality opinion regarding the applicable laws of Wyoming. Please refer to Section II.B.1.e of Staff Legal Bulletin No. 19 for guidance.
Response: The Amended Registration Statement has been revised to include the requested legality opinion of local counsel regarding the subsidiary incorporated under Wyoming law. Pursuant to Section II.B.1.e of Staff Legal Bulletin No. 19, Exhibit 5.1 of the Amended Registration Statement has been revised to indicate that primary counsel will rely on the opinion of local counsel as to the Wyoming subsidiary’s valid existence and corporate power and authority in giving the opinion that the guarantees will constitute valid and binding obligations of the subsidiary incorporated under Wyoming law. The Wyoming local counsel opinion is filed as Exhibit 5.2 to the Amended Registration Statement.
3.
Please revise the legality opinion to remove the qualification found in paragraph (e) under the heading Qualifications on page nine. Please also confirm that you will file an updated and appropriately unqualified legal opinion upon conducting any shelf takedowns under this registration statement. Please refer to Section II.B.2.a of Staff Legal Bulletin No. 19 for guidance.
Response: Exhibit 5.1 of the Amended Registration Statement has been revised to delete the qualification found in paragraph (e) under the heading Qualifications on page nine. We confirm that the Company will file an updated and appropriately unqualified legal opinion upon conducting any shelf takedowns under the Registration Statement.
Please feel free to call me, at 720-278-2460, or Michelle Shepston, U.S. counsel to the Company, at 303-892-7344, or John Sabetti, Canadian counsel to the Company, at 416-865-4455, if you have any questions concerning the Company’s responses.
Sincerely,
/s/ David P. Suleski
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RARE ELEMENT RESOURCES LTD
RARE ELEMENT RESOURCES LTD.
July 12, 2013
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street NE
Washington, DC 20549
Attn:
John Reynolds – Assistant Director
Re:
Rare Element Resources Ltd.
Registration Statement on Form S-3
Filed June 11, 2013
File No. 333-189235
Dear Mr. Reynolds:
On behalf of Rare Element Resources Ltd. (the “Company”), set forth below are the responses of the Company to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 2, 2013, regarding the Company’s Registration Statement on Form S-3, filed June 11, 2013 (File No. 333-189235) (the “Registration Statement”). In connection herewith, the Company has filed by EDGAR an Amendment No. 1 to Form S-3 (the “Amended Registration Statement”), which incorporates the changes made in response to the comments in your letter. For the convenience of the Staff, we have transcribed the comments being addressed and the Company’s responses to those comments in sequence.
Exhibit 5.1
1.
Counsel opines under the laws of the Province of British Columbia and the federal laws of Canada that the debt securities will constitute valid and binding obligations of the company, and that the guarantees will constitute valid and binding obligations of the subsidiaries. However, the filed indentures omit the governing law provision. Please advise us why this provision has been omitted and what you intend to do if the indentures are not governed by the laws of British Columbia. Refer to Section II.B.1.e of Staff Legal Bulletin No. 19 for guidance.
Response: The choice of law governing the indentures and any guarantees in connection therewith will be identified at the time of any actual offering of such securities. Therefore, in order to give an opinion that the debt securities and any guarantees in connection therewith would constitute valid and binding obligations of the Company and the subsidiaries, counsel has assumed that such indentures would be governed by the laws of British Columbia, which is the jurisdiction of
incorporation of both the Company and one of the two subsidiaries. Should the indenture under which debt securities and any guarantees in connection therewith are issued be determined to be governed by the laws of any other jurisdiction, an appropriate local opinion will be issued in connection with the offering of those debt securities.
2.
We note that you have limited your legality opinion to the laws of the Province of British Columbia and the federal laws of Canada despite the possible inclusion of a guaranty by Rare Element Resources, Inc., a Wyoming corporation. Please provide an appropriate legality opinion regarding the applicable laws of Wyoming. Please refer to Section II.B.1.e of Staff Legal Bulletin No. 19 for guidance.
Response: The Amended Registration Statement has been revised to include the requested legality opinion of local counsel regarding the subsidiary incorporated under Wyoming law. Pursuant to Section II.B.1.e of Staff Legal Bulletin No. 19, Exhibit 5.1 of the Amended Registration Statement has been revised to indicate that primary counsel will rely on the opinion of local counsel as to the Wyoming subsidiary’s valid existence and corporate power and authority in giving the opinion that the guarantees will constitute valid and binding obligations of the subsidiary incorporated under Wyoming law. The Wyoming local counsel opinion is filed as Exhibit 5.2 to the Amended Registration Statement.
3.
Please revise the legality opinion to remove the qualification found in paragraph (e) under the heading Qualifications on page nine. Please also confirm that you will file an updated and appropriately unqualified legal opinion upon conducting any shelf takedowns under this registration statement. Please refer to Section II.B.2.a of Staff Legal Bulletin No. 19 for guidance.
Response: Exhibit 5.1 of the Amended Registration Statement has been revised to delete the qualification found in paragraph (e) under the heading Qualifications on page nine. We confirm that the Company will file an updated and appropriately unqualified legal opinion upon conducting any shelf takedowns under the Registration Statement.
Please feel free to call me, at 720-278-2460, or Michelle Shepston, U.S. counsel to the Company, at 303-892-7344, or John Sabetti, Canadian counsel to the Company, at 416-865-4455, if you have any questions concerning the Company’s responses.
Sincerely,
/s/ David P. Suleski
David P. Suleski
Chief Financial Officer
CC: Brigitte Lippmann
Shaz Niazi