RARE ELEMENT RESOURCES LTD Sample Clauses

RARE ELEMENT RESOURCES LTD a corporation incorporated under the laws of British Columbia (the “Corporation”) AND (the “Indemnified Party”)

RARE ELEMENT RESOURCES LTD. The undersigned holder of the within Warrants hereby irrevocably subscribes for Common Shares (or such adjusted number of Common Shares or other securities to which such subscription entitles the undersigned in lieu thereof) in accordance with and subject to the provisions of this Warrant Certificate at the subscription price of CDN$Øper common share for each one (1) Warrant exercised hereby, and encloses herewith cash or a certified cheque or bank draft in Canadian funds payable to or to the order of RARE ELEMENT RESOURCES LTD. (or other corporation that assumes the Warrant obligations pursuant to the terms hereof under Section 4.5) for the full subscription price for the Common Shares so subscribed for. The undersigned hereby represents, warrants and certifies to the Corporation that (one (only) of the following must be checked): † The undersigned: (i) at the time of exercise of these Warrants is not in the United States; (ii) is not a U.S. Person (as defined below) and is not exercising these Warrants on behalf of or for the account or benefit of a "U.S. person" or person in the United States ; and (iii) did not execute or deliver this subscription form in the United States. † The undersigned holder: (i) purchased the Warrants directly from the Corporation pursuant to a written subscription agreement for the purchase of Warrants; (ii) is exercising these Warrants solely for its own account and not on behalf of any other person; and (iii) was an "accredited investor" (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (“the U.S. Securities Act”) both on the date these Warrants were purchased from the Corporation and on the date of exercise of the Warrants. † An exemption from registration under the U.S. Securities Act and any applicable state securities law is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of these Warrants must be in form and substance satisfactory to the Corporation. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act. The Common Shares hereby subscribed for are to be issued as follows: Name: Address in full: Social Insurance Number:

RARE ELEMENT RESOURCES LTD a company incorporated pursuant to the laws of British Columbia and having an office at 000-000 Xxxx Xxxxxx, Vancouver, British Columbia; (“Rare Element”); AND: ALTIUS RESOURCES INC., a company incorporated pursuant to the laws of Newfoundland and having an office at Xxxxx 000, Xxxxxxxx Xxxxxxxx Xxxxxx, Xx. John’s, Newfoundland; (“Altius”);

RARE ELEMENT RESOURCES LTD and Computershare Trust Company of Canada The undersigned hereby Irrevocably elects to exercise _____________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued In the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: _____________________________ _______________________________ Signature Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) *The signature of the person executing this form of election to exercise must be guaranteed by a chartered bank or an eligible guarantor institution with membership in an approved signature guarantee medallion program. The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement. Dated: _____________________________ _______________________________ Signature