RARE ELEMENT RESOURCES LTD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Notice of Annual Meeting of Shareholders

and

Management Information and Proxy Circular

Dear Shareholder:

Over the last year, we’ve seen heightened worldwide attention to the rare earth element (“REE”) supply chain. With China’s monopoly becoming a political weapon in the geopolitical landscape, with resulting tariff assessments including on rare earths, the importance of REEs in evolving technologies, especially those critical to United States national security needs, has reached the highest levels. These market dynamics culminated in a Presidential Executive Order in March 2025 calling for swift and decisive action to secure America’s rare earth supply. Today more than ever before, America and its allies are seeking a secure, diversified REE supply chain, from mine to magnets. Rare Element Resources Ltd. (“we”, “us”, “our” or the “Company”) has successfully positioned itself as one of the future sources of separated domestic rare earths.

The Company has completed construction of its demonstration-scale REE separation and extraction plant in Upton, Wyoming, that will incorporate the Company’s proprietary REE recovery and separation technology (the “Demonstration Plant”). While construction is now complete, a review of the Demonstration Plant is underway to identify necessary upgrades or rework required for safe and efficient operations. As a first-of-its-kind facility, the final design aims to ensure safe and efficient production of high-purity neodymium and praseodymium (“Nd/Pr”) such that the Company obtains reliable operational and economic data for use in the planning and engineering of a future Nd/Pr commercial plant. Commissioning of the Demonstration Plant is expected to start in late 2025, processing stockpiled material from the Bear Lodge Rare Earth Element Project (the “Bear Lodge REE Project” or the “Project”), with operations planned for up to ten months after commissioning.

As of September 2024, the U.S. Department of Energy’s Office of Energy Efficiency and Renewable Energy (the “DOE”) awarded the Company approximately $24.2 million to support the engineering, construction, and operation of the Demonstration Plant. As of July 2025, the Company is in ongoing discussions with the DOE regarding potential additional cost-share support. Combined with a $4.4 million grant from the Wyoming Energy Authority, approximately 40% of the Demonstration Plant’s anticipated costs are expected to be funded through federal and state sources.

In March 2024, we released updated Technical Report Summary (“TRS”) for the Bull Hill deposit at the Bear Lodge REE Project, detailing approximately 6 million tonnes of measured and indicated mineral resource at an average total rare earth oxide grade of approximately 4%. This mineral resource supports a small-footprint operation with an estimated 30-year mine life. The TRS also identified additional targets for potential expansion. In early 2025, we began updating environmental background data to support the restart of permitting.

Additionally, in March 2025, we received a letter of interest from the Export-Import Bank of the United States to provide up to $553 million in debt financing for the Bear Lodge REE Project, creating a potential path to Project development capital to support permitting, engineering design, and construction of the Project as the Company advances the Project’s development.

In 2025, we are focused on successful progress at the Demonstration Plant such that operations can commence as soon as practicable. At the same time, we are exploring further advancement opportunities for the Demonstration Plant, following our Nd/Pr separation program. We are seeking additional funding support from the DOE, Department of Defense and other federal and state programs to advance these initiatives. The Demonstration Plant advancements could lead to ongoing operations for separating heavy rare earth elements (“HREE”), particularly dysprosium and terbium, which are of particular interest to the defense industry. Further, the advancements could lead to processing third-party feed sources utilizing our proprietary REE processing and separation technology. With the planned investment of over $66 million, we believe the Demonstration Plant’s size and capacity could support an ongoing HREE commercial operation longer term.

Given our continued progress in 2024 and the first half of 2025, we believe that the Company is well positioned to be able to make informed full-scale commercialization decisions in 2026 as we move toward becoming a secure domestic supplier of critical REEs.

At the annual meeting of shareholders, the Board of Directors recommends that you vote affirmatively:

Your affirmative** vote will continue positioning the Company for future success.**

We encourage you to attend this year’s annual meeting of shareholders. We will host the annual meeting of shareholders in-person at the offices of General Atomics affiliates, 7800 East Dorado Place, 2nd Floor, Greenwood Village, Colorado 80111 on Tuesday, September 9, 2025 at 2:00 p.m. (Mountain Daylight Time).

We intend to hold our annual meeting of shareholders in person. Registered holders can vote their shares in advance of the meeting by Internet, toll-free telephone, or mail. If your common shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record describing how to vote your common shares. Shareholders may also vote in person at the meeting. If changes to our current plan to hold an in-person meeting become advisable due to public health or other concerns, we will disclose the updated plan on our proxy website (http://www.proxyvote.com) and our company website (www.rarelementresources.com). We encourage you to check one of these websites prior to the meeting if you plan to attend in person.

It is important that you retain a copy of the control number found on the proxy card, voting instruction form or notice of meeting, as such number will be required in order for shareholders to dial in to listen to the meeting.

Only shareholders of record at the close of business on July 16, 2025 are entitled to notice of, and to vote at, the annual meeting.

Respectfully,

KENNETH J. MUSHINSKI

President, Chief Executive Officer and Director

Littleton, Colorado

July 28, 2025

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting of shareholders of Rare Element Resources Ltd. (“Rare Element,” “we,” “us,” “our” or the “Company”) will be held at the offices of General Atomics affiliates, 7800 East Dorado Place, 2nd Floor, Greenwood Village, CO 80111 on Tuesday, September 9, 2025 at 2:00 p.m. (Mountain Daylight Time) (the “Meeting”). At the Meeting, shareholders will receive the audited financial statements for the fiscal year ended December 31, 2024, together with the independent registered public accounting firm’s report thereon, and will be asked to consider resolutions to:

Nominees for directors to be elected at the Meeting are set forth in the enclosed management information and proxy circular.

Only shareholders of record at the close of business on July 16, 2025, the record date for the Meeting fixed by the Board of Directors, are entitled to notice of, and to vote at, the Meeting.

YOUR VOTE IS IMPORTANT.

Important Notice Regarding Availability of Proxy Materials for the Meeting to be Held on****September 9, 2025

Our management information and proxy circular is attached. Financial and other information concerning Rare Element Resources Ltd. is contained in our 2024 annual report to shareholders. You may access the management information and proxy circular and 2024 annual report to shareholders athttp://materials.proxyvote.com/75381M.

We will provide to any person or corporation, upon request, one copy of any of the following documents:

Copies of the foregoing documents are also available on the Company’s website atwww.rareelementresources.com, or copies of the above documents will be provided by the Corporate Secretary of the Company, upon request, by mail at P.O. Box 271049, Littleton, Colorado 80127 or by e-mail at info@rareelementresources.com, free of charge to shareholders of the Company. The Company may require the payment of a reasonable charge from any person or entity that is not a shareholder of the Company and that requests a copy of any such document. Financial information relating to the Company is provided in the Company’s financial statements and management’s discussion and analysis for the fiscal year ended December 31, 2024. Additional information relating to the Company is available electronically on SEDAR+ atwww.sedarplus.ca and on EDGAR atwww.sec.gov.

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Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy to ensure the presence of a quorum.

Registered holders may vote:

Beneficial Shareholders. If your common shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your common shares.

We intend to hold the Meeting in person. Shareholders joining the Meeting by phone will not be able to vote their shares during the call. As noted above, shareholders will be able to vote their shares in advance of the Meeting, depending on how their common shares are held, or in person at the Meeting. If changes to our current plan for an in-person meeting become advisable due to public health or other concerns, we will disclose the updated plan on our proxy website (http://www.proxyvote.com) and our company website (www.rarelementresources.com). We encourage you to check one of these websites prior to the Meeting if you plan to attend in person.

It is important that you retain a copy of the control number found on the proxy card, voting instruction form or notice of meeting, as such number will be required in order for shareholders to dial in to listen to the Meeting.

Respectfully,

KENNETH J. MUSHINSKI

President, Chief Executive Officer and Director

Littleton, Colorado

July 28, 2025

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TABLE OF CONTENTS

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MANAGEMENT INFORMATION AND PROXY CIRCULAR

(as at December 31, 2024 except as otherwise indicated)