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Exhibit 99.1
RARE ELEMENT RESOURCES LTD.
AUDIT COMMITTEE CHARTER
(As Confirmed March 15, 2016)
There shall be a committee of the Board of Directors (the “Board”) of Rare Element Resources
Ltd., a corporation incorporated under the laws of British Columbia, Canada (“Rare Element”),
to be known as the Audit Committee (the “Committee”), whose membership, authority and
responsibilities shall be as set out in this Charter.
PRIMARY FUNCTION
The primary function of the Committee is to assist the Board in fulfilling its oversight
responsibilities, primarily through (a) overseeing the integrity of Rare Element’s financial
statements and financial reporting process and Rare Element’s systems of internal
accounting and financial controls; (b) overseeing the performance of the internal auditors;
(c) recommending the selection of, retaining and monitoring the independence and performance
of Rare Element’s outside auditors, including overseeing the work of the outside auditors who
audit and prepare or issue an auditors’ report of Rare Element’s financial statements, and
approving any non-audit services; and (d) facilitating communication among the outside
auditors, management, internal auditors and the Board (collectively, the Committee’s
“Purpose”).
MEMBERSHIP
Following each annual meeting of the shareholders of Rare Element, the Board shall elect no
fewer than three directors (the “Members”) to the Committee and shall appoint one of the
Members to chair the Committee. Each Member shall meet the independence requirements
imposed by applicable law.
The Committee may form and delegate authority to subcommittees when and where appropriate.
Any Member may be removed from office or replaced at any time by the Board and shall cease
to be a Member upon ceasing to be a director. Each Member shall hold office until the close
of the next annual general meeting of shareholders of Rare Element or until the Member ceases
to be a director, resigns or is removed or replaced, whichever first occurs.
A Member shall be considered independent if (a) he or she is not currently and has not been
during the past three years, an employee or executive officer of Rare Element or its subsidiaries,
other than as allowed by applicable law; (b) he or she has not accepted, directly or indirectly, any
consulting, advisory or other compensatory fee from Rare Element or its subsidiaries other than
in connection with serving on the Committee, any other Board committee or as a Board member,
or as part-time chair or vice-chair of the Board or any board committee; (c) he or she is not an
“affiliated person” of Rare Element or any of its subsidiaries as defined by rules of the Securities
and Exchange Commission (“SEC”), including Rule 10A-3 under the Securities Exchange Act