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12

We have placed the Bear Lodge REE Project under care-and-maintenance, and all permitting activities

have been suspended. At present, we are focused on raising capital and/or seeking strategic partners to resume our

efforts to complete elemental separation test work and technical studies. Based on current permitting timetables and

other factors, the Company anticipates it could receive all permits and licenses for the Bear Lodge REE project

approximately 12 to 18 months after resuming permitting efforts. If we obtain the requisite financing, the

Company’s plan is to resume development activities, including working in parallel (with permitting activities) to

advance engineering in preparation for the feasibility study, to gain strategic partners and off-take customers, to

evaluate a modular approach to development beginning with a smaller initial production facility and to scale up its

REE separation test work in further pilot plant testing. The Company’s ability to begin construction activities on the

Project will be subject to (i) the availability of adequate capital, (ii) a positive FS, (iii) securing off-take customers,

(iv) obtaining necessary permits and licenses, (v) Board approval, and (vi) other factors.

The Bear Lodge REE Project deposit is located near excellent mining infrastructure, including good road

access and a power line within two kilometers of the property. The project site is 100 kilometers east of Gillette,

Wyoming, a major infrastructure, support and logistics center for coal mines in the Powder River Basin that should

provide for ready access to the required production supplies and materials as well as skilled labor. The deposit is

also situated 64 kilometers from the nearest railhead at Upton, Wyoming, allowing access to major distribution

channels from the proposed hydrometallurgical plant. The Bear Lodge REE Project has favorable community

acceptance, and Wyoming is one of the top-ranked mining jurisdictions globally (based on the Fraser Institute’s

2015 ranking of 122 jurisdictions).

Additional information regarding the Bear Lodge REE Project and the Bear Lodge Property is included

under the section heading “Item 2. Properties” in this Annual Report.

RECENT CORPORATE DEVELOPMENTS

Accomplishments in 2015

In 2015, Rare Element continued to make progress on its Bear Lodge REE Project on several critical fronts.

The Company achieved a number of major milestones, including:

Supported the U.S. Forest Service (“USFS”) as the lead agency in its development of the

Environmental Impact Statement (“EIS”) under the National Environmental Policy Act (“NEPA”)

process for the Bear Lodge REE Project. The draft EIS was published in January 2016, a major

permitting milestone for the Project. We also submitted the application to the Nuclear Regulatory

Commission (“NRC”) for a license to possess source material and a mine permit application to the

LQD-WDEQ.

Received a unanimous support resolution from the Wyoming Legislature for the Bear Lodge REE

Project, recognizing the significance of re-establishing a strong domestic rare earth production base

and the importance and need for timely completion of the Bear Lodge REE Project EIS by the USFS.

Further state support was received in a letter from the Chief Executive Officer of the Wyoming

Business Council, the State’s principal economic development agency, emphasizing the Project’s

status as a “priority project” for the Council and expressing the Council’s commitment to continue

discussions on future State financing assistance.

Raised US$3.4 million in a registered direct equity offering of 5,230,770 common shares and warrants

to purchase up to 2,615,385 common shares. The units, each consisting of one common share and one

warrant to purchase half a common share, were priced at US$0.65 per unit. Proceeds from the offering

were used for pre-development work at the Bear Lodge REE Project, including for progression of

permitting, continued test work on rare earth element separation, engineering and optimization studies,

and progression toward a feasibility study, as well as for working capital and other general corporate

purposes.

Completed successful pilot plant tests of a modified, zero-waste SX process to separate rare earths in

an efficient and environmentally sound manner. Following on from successful bench-scale tests, the

initial pilot plant campaign exceeded expectations and validated the Company’s ability to extract, at