Rare Element Resources Ltd.

Board Committees

The Company’s Board has three standing committees: (i) the Audit Committee; (ii) the NCG&C

Committee; and (iii) the Finance Committee.

Audit Committee

The Company has a separately designated, standing Audit Committee established in accordance with

Section 3(a)(58)(A) of the Exchange Act. Under Canadian securities laws, the Company is required to have an audit

committee comprised of not less than three directors

Each member of the Audit Committee must be independent

within the meaning of Rule 10A-3 of the Exchange Act and not an employee, officer or affiliate of the Company.

The Company’s current Audit Committee consists of Lowell A. Shonk (Chair), Paul J. Schlauch, and Gerald W.

Grandey. The Audit Committee’s functions are to oversee the accounting and financial reporting process and the

audit of the annual financial statements of the Company.

The Company’s Audit Committee, under the guidance of the Audit Committee Charter approved by the

Board, assists the Board in fulfilling its oversight responsibilities by reviewing (i) the financial statements, reports

and other information provided to shareholders, regulators and others; (ii) the independent auditor’s qualifications,

independence and performance; (iii) the internal controls that management and the Board of Directors have

established; (iv) the audit, accounting and financial reporting processes generally; and (v) compliance by the

Company with legal and regulatory requirements. The text of the Audit Committee’s Charter is available on the

Company’s website at

On March 15, 2016, the Company’s Board amended the Audit Committee Charter to reflect that the

Company’s common shares currently trade on the OTCQB marketplace, among other things. A copy of the amended

Audit Committee Charter reflecting these changes is attached hereto as Exhibit 99.1.

The Company’s Board has determined that all of the members of the Company’s Audit Committee are

independent within the meaning of Rule 10A-3 of the Exchange Act and National Instrument 52-110 –

Audit

Committees

(“NI 52-110”). In addition, the Company’s Board has determined that Lowell A. Shonk, Chair of the

Audit Committee, satisfies the requirement of an “audit committee financial expert,” as defined under Item 407 of

the Regulation S-K, and Messrs. Shonk, Schlauch and Grandey each are “financially literate” within the meaning

thereof set forth in NI 52-110.

Nominating, Corporate Governance and Compensation (“NCG&C”) Committee

The Company’s NCG&C Committee is governed by a charter which sets forth the NCG&C Committee

functions, which are, among other things, to establish procedures for the director nomination process and

recommend nominees for election to the Board; to develop and periodically review the effectiveness of the Board’s

corporate governance guidelines; and to determine and recommend to the independent members of the Board the

base salaries and annual incentive awards, including cash and equity-based incentive awards for the Chief Executive

Officer, and in consultation with the Chief Executive Officer, for other senior officers, on an annual basis.

Finance Committee

The Company’s Finance Committee is governed by a charter and its primary function is to assist the Board

in discharging its obligations for (i) financial policies and strategies, including capital structure; (ii) financial risk

management practices and activities; and (iii) financing transactions or circumstances which could materially affect

the financial profile of the Company.

Additional information regarding the above committees, and their charters, is on the Company’s website at