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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Filed by a Party other than the Registrant☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

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Notice of Annual Meeting of Shareholders

and

Management Information and Proxy Circular

Dated July 13, 2026

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 Upton Community Center, 916 Ash Street, Upton, Wyoming 82730 on Wednesday, August 26, 2026 at 3:00 p.m. (Mountain Daylight Time) (the “Meeting”). At the Meeting, shareholders will receive the audited financial statements for the fiscal year ended December 31, 2025, 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 listed in the enclosed management information and proxy circular.

Only shareholders of record at the close of business on July 2, 2026, 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 August 26, 2026

Our management information and proxy circular is attached. Financial and other information concerning Rare Element Resources Ltd. is contained in our 2025 annual report to shareholders. You may access the management information and proxy circular and 2025 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 80, Firestone, Colorado 80520 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, 2025. Additional information relating to the Company is available electronically on SEDAR+ atwww.sedarplus.ca and on EDGAR atwww.sec.gov.

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.

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

Firestone, Colorado

July 13, 2026

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MANAGEMENT INFORMATION AND PROXY CIRCULAR

(as at December 31, 2025 except as otherwise indicated)