RARE ELEMENT RESOURCES LTD

As used in this Annual Report on Form 10-K (“Annual Report”), references to “Rare Element,” the “Company,” “we,” “our,” or “us” mean Rare Element Resources Ltd., our predecessors, and consolidated subsidiary, or any one or more of them, as the context requires.

Rare Element is focused on advancing our Bear Lodge rare earth elements project (the “Bear Lodge REE Project”), including demonstrating the technical and economic feasibility of our proprietary rare earth elements processing and separation technology through the operation of a demonstration-scale processing and separation plant (the “Demonstration Plant”) and continuing the Bear Lodge REE Project licensing and permitting process. The Bear Lodge REE Project includes the mineral deposit and the planned processing and separation commercial plant.

The Company previously explored gold mineralization adjacent to the Bear Lodge REE Project (the “Sundance Gold Project”). The Company holds a 100% interest in the Sundance Gold Project which contains a historical inferred mineral resource primarily composed of three gold targets within the area of the Bear Lodge Property (as defined below). The Sundance Gold Project has been on hold since 2011 and will likely remain so for the foreseeable future, although with the recent rise in the price of gold, the Company may explore options to advance or monetize this asset.

Both the Bear Lodge REE Project and the Sundance Gold Project are located primarily on the Bear Lodge Property, near the town of Sundance in the state of Wyoming (the “Bear Lodge Property”). See “Part I, Item 1. Business.”

Financial information in this Annual Report is presented in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and, unless otherwise specified, all dollar amounts are expressed in thousands of U.S. dollars (“$” or “US$”).