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PRELIMINARY NOTES
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
subsidiaries, or any one or more of them, as the context requires. Rare Element is focused on advancing into
production its Bear Lodge rare earth elements project (the “Bear Lodge REE Project” or “Project”) that is 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.”
Currency
Financial information is presented in accordance with generally accepted accounting principles (“GAAP”)
in the United States (“U.S. GAAP”).
In this Annual Report, unless otherwise specified, all dollar amounts are expressed in thousands of United
States Dollars (“$” or “US$”). If necessary, we may disclose certain information in Canadian Dollars (“CDN$”).
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements within the meaning of the Securities Act of 1933,
as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
forward-looking information within the meaning of applicable Canadian securities laws (collectively, “forward-
looking statements”). Any statements that express or involve discussions with respect to business prospects,
predictions, expectations, beliefs, plans, intentions, projections, objectives, strategies, assumptions, future events,
performance or exploration and development efforts using words or phrases (including negative and grammatical
variations) such as, but not limited to, “expects,” “anticipates,” “plans,” “estimates,” “intends,” “forecasts,” “likely,”
“projects,” “believes,” “seeks,” or stating that certain actions, events or results “may,” “could,” “would,” “should,”
“might” or “will” be taken, occur or be achieved are not statements of historical fact and may be forward-looking
statements. Although we believe that our plans, intentions and expectations reflected in these forward-looking
statements are reasonable, we cannot be certain that these plans, intentions or expectations will be achieved. Actual
results, performance or achievements could differ materially from those contemplated, expressed or implied by the
forward-looking statements contained in this Annual Report. Forward-looking statements in this Annual Report
include, but are not limited to, statements regarding the following:
The insufficiency of our existing cash resources and working capital to enable us to continue our
operations for the next 12 months as a going concern;
The narrowed focus of the Company’s near-term operational and permitting activities and pursuit of
potential financing and strategic alternatives;
Expectations regarding the ability to raise capital or secure strategic partners and to continue
development plans at our Bear Lodge REE Project;
Expectations regarding the global supply and demand for rare earth elements, including the potential
impact of the Chinese-dominated market;
The timing and potential conclusions of the planned Feasibility Study (“FS”);
Our ability and the timing to obtain the necessary permits and licenses, including environmental,
project development, mining, beneficiation and processing operations permits;
Expected costs of compliance with laws and regulations regarding mineral operations and exploration
and development activities;
The estimated capital costs required to bring the Bear Lodge REE Project into commercial production
and the estimated life-of-mine costs, including sustaining capital;
Expectations as to the marketability and prices of our future rare earth product(s);
Our potential status as a “passive foreign investment company” under U.S. tax laws; and