Rare Element Resources Ltd.

Jaye T. Pickarts

is a metallurgical engineer with more than 25 years of project evaluation and operations

experience in the metal mining industry. Prior to his appointment as Chief Operating Officer of the Company in

March 2011, he was the Senior Vice President and director of Knight Piesold & Company in Denver, Colorado for

12 years, where he was responsible for successfully coordinating the completion of many feasibility studies and

environmental permitting programs in the western United States as well as internationally. Mr. Pickarts obtained a

Bachelor of Science degree in mineral processing engineering from the Montana College of Mineral Science and

Technology and completed the Business Administration Graduate Program at the University of Nevada, Reno. He

is also a registered Professional Engineer in Colorado, Nevada and Wyoming and is considered to be a “Qualified

Person” in accordance with applicable Canadian securities laws.

George Byers

is a 40-year mining and energy industry veteran with extensive executive experience in

federal, state and local government relations. Prior to his appointment as the Vice President of Government and

Community Relations of the Company in February 2011, Mr. Byers acted as a consultant to the precious metals, rare

earths, copper and uranium industries on a variety of public and government issues beginning in 2003. He is the

former President of the Northwest Mining Association, and presently serves on the board of directors of each of the

Mountain States Legal Foundation, the Citizens’ Alliance for Responsible Energy (CARE) and the Mississippi

Mineral Resources Institute as well as on the University of Mississippi Engineering School Advisory Board.

Mr. Byers obtained a Bachelor of Arts degree in Geology from the University of Mississippi in 1969 and a Masters

of Urban & Regional Planning (MURP) from the University of Mississippi in 1974.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who own

more than 10% of a registered class of our equity securities to file initial reports of ownership of our equity

securities on Form 3 and reports of changes in ownership on Form 4 or Form 5, as appropriate. Persons subject to

Section 16 are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. Based

solely on a review of such forms furnished to the Company, we believe that for the year ended December 31, 2015.

all required reports, if any, were filed on a timely basis under Section 16(a).

Code of Business Conduct and Ethics

We are committed to maintaining high standards for honest and ethical conduct in all of our business

dealings complying with applicable laws, rules and regulation. In furtherance of this commitment, our Board of

Directors adopted a Code of Business Conduct and Ethics for Directors, Officers and Employees (“Code of

Conduct”) to encourage and promote a culture of ethical business conduct. It also promotes ethical business conduct

through the nomination of Board members it considers ethical, through avoiding and minimizing conflicts of interest

and by having a majority of its Board members independent of corporate matters.

A copy of the Code of Conduct may be found on our website at

We will

post any amendments to the Code of Conduct, or waivers of any provisions thereof, to our corporate website.

Nomination Process and Qualifications for Director Nominees

Under the British Columbia Act (“BCA”), the statute under which the Company is incorporated,

shareholder proposals, including director nominees, must be received at the registered office of the Company at least

three months before the anniversary of the previous year’s annual general meeting. Under Rule 14a-8(e) of

Regulation 14A to the Exchange Act, subject to certain exceptions, shareholder proposals must be received at the

Company’s principal executive offices not less than 120 calendar days before the one-year anniversary of the

Company’s release to shareholders of its management information and proxy circular in connection with the

previous year’s annual meeting. Because the shareholder proposal deadline under the BCA is more stringent for the

Company and more favourable for shareholders, the Company will abide by it.