FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), is entered into as of October 25, 2021, by and between Rare Element Resources, Inc., a Wyoming corporation (“Seller”), and Whitelaw Creek, LLC, a Wyoming limited liability company (“Buyer”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”
A.Seller and Buyer are parties to that certain Asset Purchase Agreement dated as of October 20, 2016 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Agreement”), pursuant to which Seller sold to Buyer on October 26, 2016 (the “Closing Date”) that certain real property located in Crook County, Wyoming, as more particularly described in Exhibit A to the Agreement (the “Property”).
B.The Agreement provides, among other things, that Seller has a right to repurchase the Property, subject to certain conditions.
C.The Parties desire to amend certain terms of the Agreement in accordance with Section 10.3 of the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
1.1Definitions. Capitalized terms used herein but not defined herein shall have the meanings as given them in the Agreement, unless the context otherwise requires.
1.2Amendments to the Agreement. The Parties hereby amend the Agreement as follows:
(a)Section 2.3(b) of the Agreement is hereby amended and restated in its entirety to the following:
“(a)Repurchase Term. The Repurchase Option shall terminate on the earlier of (i) November 2, 2021, October 26, 2022 or October 26, 2023 if Seller has not paid to Buyer an amount in cash equal to $25,000 by each such date (each, a “Repurchase Option Extension Fee”); (ii) the date on which Seller provides written notice to Buyer of Seller’s intention not to exercise the Repurchase Option; or (iii) October 26, 2024. Such period of time beginning on the Closing Date and ending on the earlier of (i) the date the Repurchase Option is exercised or (ii) the termination of the Repurchase Option is referred to