RARE ELEMENT RESOURCES LTD
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
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ITEM 16. FORM 10-K SUMMARY
None.
INDEX TO EXHIBITS
| | | |
| ExhibitNumber | | Description |
| 3.1 | | Certificate of Incorporation (incorporated by reference to Exhibit 1.1 to the Company’s Form 20-F filed with the SEC on November 17, 2009) |
| 3.2 | | Certificate of Name Change (incorporated by reference to Exhibit 1.2 to the Company’s Form 20-F filed with the SEC on November 17, 2009) |
| 3.3 | | Articles (incorporated by reference to Exhibit 1.3 to the Company’s Form 20-FR filed with the SEC on November 17, 2009) |
| 4.1+ | | Description of Securities |
| 10.1* | | Asset Purchase Agreement, dated as of October 20, 2016, by and between Rare Element Resources, Inc. and Whitehall Creek, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 26, 2016) |
| 10.1.1 | | First Amendment to Asset Purchase Agreement, dated as of October 25, 2021, by and between Rare Element Resources, Inc. and Whitehall Creek, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2021) |
| 10.2 | | Investment Agreement, dated October 2, 2017, by and between the Company and Synchron (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017) |
| 10.3 | | Intellectual Property Rights Agreement, dated October 2, 2017, by and between the Company and Synchron (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017) |
| 10.4 | | Cost Share Funding Assumption Agreement entered into on November 30, 2021 by and between General Atomics and Rare Element Resources, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2021) |
| 10.4.1 | | Extension to Cost Share Funding Assumption Agreement, dated as of May 16, 2024, by and between General Atomics and Rare Element Resources, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2024) |
| 10.5 | | Funding Agreement, dated as of June 6, 2023, by and between Rare Element Resources, Inc. and the Wyoming Energy Authority (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2023) |
| 10.6* | | 10% Rolling Stock Option Plan of the Company, as Amended and Restated on April 7, 2020 (Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2020) |
| 10.7* | | Rare Element Resources Ltd. 2022 Equity Incentive Plan (Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022) |
| 10.8* | | Employment Agreement, dated as of March 28, 2022, by and between Rare Element Resources, Inc. and Wayne Rich (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2022) |
| 10.9* | | Professional Consulting Agreement, dated as of February 17, 2021, by and between Rare Element Resources, Inc. and Kelli Kast as amended effective January 1, 2022 and January 1, 2023 (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2023) |
| 10.9.1* | | Letter Agreement Amendment, dated as of February 3, 2023, to Professional Consulting Agreement, dated as of February 17, 2021, by and between Rare Element Resources, Inc. and Kelli Kast (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023) |
| 10.9.2* | | Letter Agreement Amendment, dated as of January 18, 2024, to Professional Consulting Agreement, dated as of February 17, 2021, by and between Rare Element Resources, Inc. and Kelli Kast (incorporated by reference to Exhibit 10.10.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2024) |
| 10.10* | | Employment Agreement, dated as of July 1, 2024, by and between Rare Element Resources, Inc. and Kelli Kast (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2024) |
| 10.11* | | Employment Agreement, dated as of March 15, 2024, by and between Rare Element Resources, Inc, and Kenneth Mushinski (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2024) |
| 10.12* | | Form of Indemnity Agreement (Directors and Officers (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024) |
| 14.1 | | Code of Business Conduct and Ethics for Directors, Officers and Employees (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2024) |
| 19.1 | | Insider Trading Policy, dated December 11, 2024 (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K files with the SEC on March 21, 2025) |
| 21.1 | | Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Form S-1 filed with the SEC on December 5, 2023) |
| 23.1+ | | Consent of Registered Public Accounting Firm (Haynie & Company; Salt Lake City, UT; PCAOB ID #457) |
| 23.2+ | | Consent of Qualified Person (Ore Reserves Engineering) |
| 23.3+ | | Consent of Qualified Person (Monica Barrero Bouza) |
| 23.4+ | | Consent of Qualified Person (Jaye T. Pickarts) |
| 31.1+ | | Certification of the Principal Executive Officer pursuant to Rule 13a-14 of the Exchange Act |
| 31.2+ | | Certification of the Principal Financial Officer pursuant to Rule 13a-14 of the Exchange Act |
| 32.1++ | | Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2++ | | Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 96.1 | | Technical Report Summary for the Bear Lodge REE Project, dated as of February 29, 2024 (incorporated by reference to Exhibit 96.1 to the Company’s Form 8-K filed with the SEC on March 4, 2024) |
| 99.1+ | | Audit Committee Charter, dated as of June 20, 2024 |
| 101.INS+ | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH+ | | XBRL Schema Document |
| 101.CAL+ | | XBRL Calculation Linkbase Document |
| 101.DEF+ | | XBRL Definition Linkbase Document |
| 101.LAB+ | | XBRL Label Linkbase Document |
| 101.PRE+ | | XBRL Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
| | | |
- Filed herewith.
++ Furnished herewith.
- Indicates a management contract or compensatory plan, contract or arrangement.
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