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of 1934, as amended (the “Exchange Act”); (d) he or she does not have a “material relationship”
with Rare Element as defined by National Instrument 52-110 – Audit Committees of the
Canadian Securities Administrators; and (e) he or she meets all other requirements for
independence imposed by law from time to time and any requirements imposed by any
applicable body having jurisdiction over Rare Element.
No Member shall have participated in the preparation of the financial statements of Rare
Element or its subsidiaries at any time during the past three years.
All Members shall, from the time of their respective appointments to the Committee, have a
practical knowledge of finance and accounting and be able to read and understand fundamental
financial statements that present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of the issues that can reasonably be
expected to be raised by Rare Element’s financial statements. In addition, Members may be
required to participate in continuing education if required by applicable law.
At least one of the Members shall be a “financial expert” as defined by Item 407(d)(5) of
Regulation S-K, unless otherwise determined by the Board. These designations do not impose on
such person any duties, obligations, or liability that are greater than the duties, obligations, and
liability imposed on such person as a Member of the Committee and Board in the absence of
such designation or identification; and the designation or identification of a Member as an
“financial expert” does not affect the duties, obligations, or liability of any other Member or
Board member.
MEETINGS
The Committee shall meet as frequently as is necessary to carry out its responsibilities, but
at least quarterly, at such times and location determined by the Committee chairman. The
Committee is governed by the rules regarding meetings
(including meetings by conference
telephone or similar communications equipment
), action without meetings, notice, waiver of
notice, and quorum and voting requirements as are applicable to the Board.
The Committee is authorized and empowered to adopt its own rules of procedure not
inconsistent with (a) any provision of this Charter, (b) any provision of the constating
documents of Rare Element, or (c) applicable law.
In the absence of the Committee chairman from any meeting, the Members shall elect a chairman
from those in attendance to act as chairman of that meeting.
The Committee chairman shall appoint a secretary for each meeting of the Committee and shall
maintain minutes of all meetings and deliberations of the Committee.
REPORTING
Following each meeting of the Committee, the Committee chairman shall report to the Board
issues before the Committee and actions taken by the Committee or recommended to be taken by
the Board.
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