Early Warning News Release

Synchron


Early Warning News Release

Wednesday, October 16, 2019 7:59 AM

SAN DIEGO, CA / ACCESSWIRE / October 16, 2019 / Synchron, a California corporation ("Synchron") announces that on October 14, 2019 it exercised an option (the "Option") to acquire 24,175,000 common shares (the "Option Shares") of Rare Element Resources Ltd. ("RER") of P.O. Box 271049, Littleton, Colorado 80127. The Option was granted to Synchron by RER on October 2, 2017 under a private placement of RER (the "Private Placement"). Synchron is a corporation formed under the laws of California. Synchron's principal business is 3550 General Atomics Court, San Diego, California 92121, United States of America.

The Option Shares will be acquired for an aggregate exercise price of US$5,040,000 (or approximately CA$6,658,344) and an exercise price per share of US$0.208 (or approximately CA$0.275), representing an increase of approximately 15.50% in Synchron's ownership percentage of common shares of RER. Immediately before the exercise of the Option, Synchron owned and exercised control over 26,650,000 common shares of RER, representing approximately 33.48% of the issued and outstanding common shares of RER. Immediately after the exercise of the Option, Synchron will own and exercise control over 50,825,000 common shares of RER, representing approximately 48.98% of the issued and outstanding common shares of RER.

Synchron is acquiring the Option Shares for general investment purposes and Synchron may, in the future, change its ownership or control of common shares or other securities of RER based on its assessment of market conditions and any other factors it might consider relevant at the time.

In connection with the Private Placement, Synchron entered into an investment agreement (the "Investment Agreement") with RER pursuant to which, upon exercise of the Option, Synchron has the right to elect three persons to the board of directors of RER, or 42.8% of the directors if the board is made up of greater than seven directors.

Pursuant to the Investment Agreement, Synchron also has (i) a pre-emptive right to participate in certain transactions with RER in order to maintain its pro rata ownership level of issued and outstanding common shares of RER and (ii) certain piggy-back rights to participate in any registration for the offer and sale of any common shares of RER under the United States Securities Act of 1933. The pre-emptive right will expire if Synchron's ownership of the common shares of RER falls below 20% of the issued and outstanding common shares of RER.

Unless the board of directors of RER approves a waiver (with a majority of Synchron's director appointees also approving), the Investment Agreement requires RER to obtain approval from a majority of the holders of common shares of RER before issuing any additional shares of capital stock of RER, except for issuances to certain persons pursuant to an equity incentive plan. This restriction will expire if at any time Synchron owns less than 33% of the issued and outstanding common shares of RER.

This news release is being issued pursuant to Part 3 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the report filed by Synchron in connection with the exercise of the Option can be obtained from the SEDAR website at www.sedar.com.

Martin Smith
Bennett Jones LLP
[email protected]
(604) 891-7500

SOURCE: Synchron


SHARE ARTICLE