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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
www.rareelementresources.com .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.