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NYSE Amex Corporate Governance

RARE ELEMENT RESOURCES LTD.

(The "Company")

NYSE Amex CORPORATE GOVERNANCE REQUIREMENTS

The common shares of the Company are listed on the NYSE Amex Equities exchange ("NYSE Amex"). Section 110 of the NYSE Amex company guide permits NYSE Amex to consider the laws, customs and practices of foreign incorporated issuers in relaxing certain NYSE Amex listing criteria, and to grant exemptions from NYSE Amex listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law.

A description of the significant ways in which the Company's governance practices differ from those followed by U.S. domestic companies pursuant to NYSE Amex standards is as follows:

Shareholder Meeting Quorum Requirement:

The NYSE Amex minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on NYSE Amex is required to state its quorum requirement in its bylaws.

The Company's quorum requirement is set forth in its articles. The Company's articles provide that any two persons who are present or represent by proxy, shareholders who, in the aggregate hold at least 5% (1/20) of the issued shares entitled to be voted at the meeting shall constitute a quorum.

The foregoing is consistent with the laws, customs and practices in Canada.

Corporate Governance and Policies (Click to view)