110 / 111
23.
Review the results of any difficulties, differences, disagreements or disputes with
management encountered by the outside auditors during the course of the audit or
reviews of Rare Element’s financial statements or financial reporting and be responsible
for overseeing the resolution of such difficulties, differences, disagreements and disputes.
24.
Review, evaluate and discuss with the outside auditors and management Rare
Element’s audited annual financial statements and other information that is to be included
in Rare Element’s annual report on Form 10-K, including the disclosures under
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, and the results of the outside auditors’ audit of Rare Element’s annual
financial statements, including the accompanying footnotes, and the outside auditors’
report, and determine whether to recommend to the Board that the financial statements
are satisfactory in form and substance to be included in Rare Element’s annual report on
Form 10-K for filing with the SEC.
25.
Review and discuss with the outside auditors and management Rare Element’s
quarterly financial statements and other information to be included in Rare Element’s
quarterly reports on Form 10-Q, including the disclosures under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, prior to
filing such reports with the SEC. The Committee shall also discuss the results of
the outside auditors’ review of Rare Element’s quarterly financial information
conducted in accordance with Statement on Auditing Standards No. 100.
Related Party Transactions
26.
Review and oversee any transaction or contract involving Rare Element and a related
party exceeding or likely to exceed the lesser of $120,000 or one percent of the average
of the Rare Element’s total assets at year-end for the last two completed fiscal years. For
these purposes, a “related party transaction” includes any transaction required to be
disclosed pursuant to Item 404 of Regulation S-K.
Financial Related Press Releases
27.
Review and discuss with management and, if appropriate, the outside auditors, prior to
release, all press releases containing guidance regarding the financial position or earnings
(including profit or loss) of Rare Element, any financial and/or earnings (including profit
or loss) results, as well as related guidance with respect to projected economic returns
from financial models for prefeasibility or feasibility studies or similar, if any, provided
by Rare Element to analysts and rating agencies.
28.
Satisfy itself that adequate procedures are in place for the review of Rare Element’s
public disclosure of financial information extracted or derived from Rare Element’s
financial statements, other than the press releases referred to in paragraph 27, and
periodically assess the adequacy of those procedures.
6