Promissory Note between Rare Element Resources Ltd. and Synchron dated October 14, 2021
Rare Element Resources Ltd. has issued a $1,000,000 promissory note to Synchron, agreeing to repay the principal plus 8% annual interest. The note matures on the earlier of October 1, 2022, or the completion of an equity financing of at least $25 million. Interest accrues until maturity and may be paid in kind if not paid in cash. The Borrower may prepay the note with notice. The agreement includes standard representations and warranties regarding the Borrower's authority and legal standing.
Exhibit 10.1
promissory note
THIS NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED PURSUANT TO THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Unless permitted by securities legislation, the holder of this security must not trade the security before February 15, 2022.
October 14, 2021 | $1,000,000 |
Rare Element Resources Ltd., a company incorporated under the laws of the Province of British Columbia (the “Borrower”), hereby promises to pay to the order of Synchron, a California corporation (the “Lender”), the principal sum of ONE MILLION DOLLARS ($1,000,000), together with interest thereon calculated in accordance with the provisions of this Note. Capitalized terms used in this Note and not otherwise defined herein shall have the respective meanings specified in the Investment Agreement entered into as of October 2, 2017 by and between the Borrower and the Lender (as amended from time to time, the “Investment Agreement”). All amounts stated herein are in U.S. dollars.
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IN WITNESS WHEREOF, each of the Borrower and the Lender has executed and delivered this Promissory Note on the date first above written.
BORROWER:
RARE ELEMENT RESOURCES LTD.
By: /s/Randall Scott
Name: Randall J. Scott
Title: President and Chief Executive Officer
LENDER:
SYNCHRON
By: /s/ Gregory L. Tanner
Name: Gregory L. Tanner
Title: Treasurer
[Signature Page to Promissory Note]
4851-4942-3869.v5