Rare Element Resources Ltd. - page 31

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Future sales of our securities in the public or private markets could adversely affect the trading price of our
common shares or our ability to continue to raise funds in new equity offerings.
It is likely that we will sell common shares, or securities exercisable or convertible into common shares, in order to
finance our planned development activities. Future sales of substantial amounts of our securities in the public or
private markets would dilute our existing shareholders and potentially adversely affect the trading prices of our
common shares or could impair our ability to raise capital through future offerings of securities. Alternatively, we
may rely on debt financing and assume debt obligations that require us to make substantial interest and principal
payments that could adversely affect our business or future growth potential.
Price volatility of our publicly traded securities could adversely affect investors’ portfolios.
In recent years, the securities markets in the United States and Canada have experienced high levels of price and
volume volatility, and the market prices of securities of many companies have experienced wide fluctuations that
have not necessarily been related to the operating performance, underlying asset values or prospects of such
companies. There can be no assurance that continual fluctuations in the market price of our common shares will not
occur. It may be anticipated that any quoted market for the common shares will be subject to market trends and
conditions generally, notwithstanding any potential success we have in creating revenues, cash flows or earnings.
The price of our common shares has been subject to price and volume volatility in the past and will likely continue
to be subject to such volatility in the future.
Failure to meet the maintenance criteria of the NYSE MKT may result in the delisting of our common shares,
which could result in lower trading volumes and liquidity, lower prices of our common shares and make it more
difficult for us to raise capital.
Our common shares are listed on the NYSE MKT, and we are subject to its continued listing requirements. If we
are unable to comply with the NYSE MKT continued listing requirements, including its trading price requirements,
our common shares may be suspended from trading on and/or delisted from the NYSE MKT. Alternatively, in order
to avoid delisting by the NYSE MKT, we may be required to effect a reverse split of our common shares. Although
we have not been notified of any delisting proceedings, there is no assurance that we will not receive such notice in
the future or that we will be able to then comply with NYSE MKT listing standards. The delisting of our common
shares from the NYSE MKT may materially impair our shareholders’ ability to buy and sell our common shares and
could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares.
In addition, the delisting of our common shares could significantly impair our ability to raise capital.
If our common shares were delisted and determined to be a “penny stock,” a broker-dealer may find it more
difficult to trade our common shares and an investor may find it more difficult to acquire or dispose of our
common shares in the secondary market.
If our common shares were removed from listing on the NYSE MKT, it may be subject to the so-called “penny
stock” rules. The SEC has adopted regulations that define a “penny stock” to be any equity security that has a
market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national
securities exchange. For any transaction involving a “penny stock,” unless exempt, the rules impose additional sales
practice requirements on broker-dealers, subject to certain exceptions. If our common shares were delisted and
determined to be a “penny stock,” a broker-dealer may find it more difficult to trade our common shares and an
investor may find it more difficult to acquire or dispose of our common shares on the secondary market. These
factors could significantly negatively affect the market price of our common shares and our ability to raise capital.
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