Kelli C Kast-Brown Form 3 RARE ELEMENT RESOURCES / Kelli C Kast-Brown ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kast-Brown Kelli C

(Last) (First) (Middle)

P.O. BOX 271049

(Street)

LITTLETON CO 80127

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/23/2022

3. Issuer Name and Ticker or Trading Symbol
RARE ELEMENT RESOURCES LTD [ REEMF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	(1)	02/13/2025	Common Shares	150,000	0.83	D
Stock Options (Right to Buy)	(2)	04/13/2031	Common Shares	225,000	2.25	D
Stock Options (Right to Buy)	(3)	01/05/2032	Common Shares	500,000	1.42	D

Explanation of Responses:

1. The option vested and became exercisable as follows: 75,000 on 2/13/2021 and 75,000 on 2/13/2022.

2. The option vested or will vest and became or will become exercisable as follows: 112,500 on 12/15/2021 and 112,500 on 12/15/2022.

3. The option vested or will vest and became or will become exercisable as follows: 250,000 on 7/5/2022 and 250,000 on 1/5/2023.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Randall J. Scott as Attorney-in-Fact for Kelli C. Kast-Brown	08/24/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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