10
PART I
ITEM 1. BUSINESS
CORPORATE BACKGROUND
Rare Element was incorporated under the laws of the Province of British Columbia, Canada, on June 3, 1999 as
Spartacus Capital Inc. Our executive office is located at 225 Union Blvd., Suite 250, Lakewood, Colorado 80228.
The telephone number for our executive office is (720) 278-2460. We maintain a corporate website at
.
Effective October 8, 1999, we completed our initial public offering of 1,500,000 common shares at CDN$0.20 per
share, raising CDN$300,000. The common shares began trading on the predecessor exchange to the TSX Venture
Exchange (“TSX-V”) in Canada on November 15, 1999 under the symbol “SCI.”
Originally organized as a “capital pool” company whose activities were focused on the identification and completion
of a qualifying transaction as required by the rules of the TSX-V, we transitioned to a “venture company” on July
25, 2003, coincident with (1) the completion of a reverse takeover acquisition of Rare Element Holdings Ltd. (the
qualifying transaction), (2) a name change of “Spartacus Capital, Inc.,” to “Rare Element Resources Ltd.,” and (3)
the completion of a CDN$551,000 private placement. Rare Element Holdings Ltd.’s main asset, through its wholly-
owned subsidiary, Rare Element Resources, Inc., a Wyoming corporation, is the 100% interest in a group of
unpatented mining claims and adjacent property owned in fee, together known as the Bear Lodge Property.
On December 20, 2004, our authorized share capital was changed from 100,000,000 common shares to an unlimited
number of common shares without par value. Our common shares began trading on the NYSE MKT on August 18,
2010 under the symbol “REE.” On May 27, 2011, we graduated from a listing on the TSX-V to the Toronto Stock
Exchange (“TSX”) and trade under the symbol “RES.” As of December 31, 2014, there were 47,707,216
common
shares issued and outstanding.
SUBSIDIARIES
We have one direct wholly-owned subsidiary, incorporated under the laws of British Columbia, Canada, on July 12,
1996 under the name “Rare Element Holdings Ltd.” That subsidiary has one direct wholly owned subsidiary, Rare
Element Resources, Inc., incorporated on August 21, 1997 in the state of Wyoming, USA, formerly known as Paso
Rico (USA), Inc.
DESCRIPTION OF BUSINESS
Rare Element is focused on advancing the Bear Lodge REE Project located near the town of Sundance in northeast
Wyoming on the Bear Lodge Property. The Bear Lodge REE Project consists of a large, disseminated REE deposit
and a proposed hydrometallurgical plant to be located near Upton, Wyoming. The REE deposit is the second
highest grade REE deposit identified in North America and one of the highest grade known Eu deposits in the world.
In addition, the Bear Lodge REE Project has a favorable distribution of the remaining CREEs. At present, we are
undertaking advanced engineering, process confirmation, geological modeling and technical studies while working
toward obtaining the necessary permits that will enable us to develop the Bear Lodge REE Project with the intent of
commissioning the project as early as mid- 2017, subject to permitting, financing and other factors.
The Bear Lodge REE Project deposit is located near excellent mining infrastructure, including good road access and
a power line within two kilometers of the property. The project site is 100 kilometers east of Gillette, Wyoming, a
major infrastructure, support and logistics center for coal mines in the Powder River Basin that should provide for
ready access to the required production supplies and materials as well as skilled labor. The deposit site is also
situated 64 kilometers from the nearest railhead at Upton, Wyoming, allowing access to major distribution channels
from the proposed hydrometallurgical plant. The Bear Lodge REE Project has favorable community acceptance, and
Wyoming is one of the top-ranked mining jurisdictions globally (based on the Fraser Institute’s 2015 ranking of 122
jurisdictions).
Further description of the Bear Lodge REE Project and the Bear Lodge Property is included under the section
heading “Item 2. Properties” in this Annual Report.
