ContractSecurity Agreement • November 13th, 2017 • Rare Element Resources LTD • Gold and silver ores
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER OF THIS SECURITY, BY PURCHASING THE SECURITY, AGREES FOR THE BENEFIT OF RARE ELEMENT RESOURCES LTD. (THE “COMPANY”) THAT THE SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH A
INVESTMENT AGREEMENT BY AND BETWEEN RARE ELEMENT RESOURCES LTD. AND SYNCHRON DATED AS OF OCTOBER 2, 2017Investment Agreement • November 13th, 2017 • Rare Element Resources LTD • Gold and silver ores • New York
This INVESTMENT AGREEMENT (this “Agreement”), is entered into as of October 2, 2017 (the “Closing Date”) by and between Rare Element Resources Ltd., a company incorporated under the laws of the Province of British Columbia (the “Company”), and Synchron, a California corporation (the “Investor”). Each of the Company and Investor are referred to herein as a “Party” and together as “Parties.”
INTELLECTUAL PROPERTY RIGHTS AGREEMENTIntellectual Property Rights Agreement • November 13th, 2017 • Rare Element Resources LTD • Gold and silver ores • New York
Synchron, a California corporation having a principal place of business at 3550 General Atomics Court, San Diego, CA 92121-1122 (or one or more Affiliates, the "Investor"), and Rare Element Resources Ltd., a British Columbia Corporation having a principal place of business at P.O. Box 271049, Littleton, Colorado 80127 (the "Company") (Investor and Company each a “Party” and together the "Parties"), agree as follows:
PERSONAL AND CONFIDENTIAL August 29, 2017 Randall ScottExtension of Salary Status • November 13th, 2017 • Rare Element Resources LTD • Gold and silver ores
This letter agreement confirms the discussion and agreement between you and Rare Element Resources, Inc. (the “Company”) regarding the continuation of the adjusted salary and term as set forth in the letter agreement dated June 7, 2017. As we agreed, your salary will continue to be $14,000 per month as of September 1, 2017 for a period of two months while you focus your efforts on completing the pending investor agreement and overseeing the administration of the Company. You will continue as the Company’s President and Chief Executive Officer working from your home office, devoting as much time as necessary to achieve the key objectives of the Company.
TERM SHEET FOR PURCHASE OF COMMON SHARES, OPTIONS AND INTELLECTUAL PROPERTY RIGHTS August 18, 2017Term Sheet for Purchase of Common Shares, Options and Intellectual Property Rights • November 13th, 2017 • Rare Element Resources LTD • Gold and silver ores
Except as expressly provided in the Binding Provisions of this term sheet (“Term Sheet”), no legally binding obligations or liabilities will be created until definitive agreements are executed and delivered by the Parties.
