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18

MINE SAFETY AND HEALTH REGULATIONS

Pursuant to Section 1503(a) of the Dodd–Frank Wall Street Reform and Consumer Protection Act (the

“Dodd–Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in

the United States are required to disclose in their periodic reports filed with the SEC information regarding specified

health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.

During the year ended December 31, 2015, our Bear Lodge Property was not subject to regulation by the federal

Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.

EMPLOYEES

At December 31, 2015, we had thirteen full-time employees. As part of the Company’s cost containment

measures, the number of full-time employees was reduced to seven as of January 1,

2016. Further reductions in

employees were made in March 2016, as further described in Note 14 to the Financial Statements – Subsequent

Events. None of our employees are covered by collective bargaining agreements.

AVAILABLE INFORMATION

We make available, free of charge, on or through our Internet website, at

www.rareelementresources.com

,

our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and

amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Our Internet

website and the information contained therein or connected thereto are not intended to be, and are not, incorporated

into this Annual Report.

Our filings can also be viewed at our corporate offices, located at 225 Union Blvd., Suite 250, Lakewood,

Colorado 80228. Our reports and other information can be inspected on the SEC’s website at

www.sec.gov

and

such information can also be inspected, and copies ordered, at the public reference facilities maintained by the SEC

at the following location: 100 F Street NE, Washington, D.C. 20549. Information regarding the operation of the

SEC’s public reference facilities may be obtained by calling the SEC at 1-800-SEC-0330

.

The Company also files

reports under Canadian regulatory requirements on the System for Electronic Document Analysis and Retrieval

(“SEDAR”). You may access our reports filed on SEDAR by accessing its website at

www.sedar.com

.

ITEM

1A. RISK FACTORS

The following sets forth certain risks and uncertainties that could have a material adverse effect on our

business, financial condition and/or results of operations and the trading price of our common shares, which may

decline, and investors may lose all or part of their investment. Additional risks and uncertainties that we do not

presently know or that we currently deem immaterial also may impair our business operations. We cannot assure

you that we will successfully address these risks.

There is substantial doubt about whether we can continue as a going concern.

We incurred net losses of approximately $9.7 million and approximately $14.0 million during the fiscal

years ended December 31, 2015 and December 31, 2014, respectively. Our accumulated deficit at December 31,

2015 was approximately $123.1 million. In addition, we have limited financial resources. As of December 31,

2015, we had cash and cash equivalents of approximately $3.9 million and working capital of approximately $3.0

million.

We have no revenues from operations, and we anticipate that we will have no operating revenues until we

place the Bear Lodge REE Project into production. Furthermore, we do not have sufficient funds to complete

feasibility studies, permitting, development and construction of the Bear Lodge REE Project. Therefore, our

continuation as a going concern is dependent upon our completion of a future financing, off-take agreement, joint

venture, merger or other strategic transaction. However, there is no assurance that we will be successful in

completing such a financing or strategic transaction. As a result, there is substantial doubt as to whether our existing

cash resources and working capital are sufficient to enable us to continue our operations for the next 12 months as a

going concern. Ultimately, in the event that we cannot obtain additional financial resources or a strategic

transaction, we may have to liquidate our business interests and investors may lose their investment.