Rare Element Resources Ltd.





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  November 6, 2012


RARE ELEMENT RESOURCES LTD.

(Exact name of registrant as specified in its charter)




British Columbia, Canada


001-34852


Not applicable


(State or other jurisdiction of incorporation or organization)


(Commission

File Number)


(I.R.S. Employer Identification Number)



225 Union Blvd., Suite 250

Lakewood, Colorado


80228


(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code:  (720) 278-2460


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 2.02  Results of Operations and Financial Condition.


On November 6, 2012, the Registrant issued a press release announcing its financial results and business highlights for the first quarter ended September 30, 2012.


A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01

Financial Statements and Exhibits.


(d)

Exhibits.


Exhibit
No.

 


Description

99.1

 

Press release of Rare Element Resources Ltd., dated November 6, 2012, reporting financial results for the quarter ended September 30, 2012.*



*This Exhibit is intended to be furnished to, not filed with, the SEC pursuant to General Instruction B.2 of Form 8-K.







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  November 7, 2012

Rare Element Resources Ltd.



By:  

          /s/ David Suleski                             

Name: David Suleski

Title:   Chief Financial Officer










EXHIBIT INDEX


 Exhibit
No.

 


Description

99.1

 

Press release of Rare Element Resources Ltd., dated November 6, 2012, reporting financial results for the quarter ended September 30, 2012.*


*This Exhibit is intended to be furnished to, not filed with, the SEC pursuant to General Instruction B.2 of Form 8-K.