Nominating, Corporate Governance and Compensation Committee Charter

(As Amended and Adopted December 11, 2024)

The Board of Directors (the "Board") of Rare Element Resources Ltd. (the "Corporation") has established a Nominating, Corporate Governance and Compensation Committee (the "Committee") to fulfill the Board’s oversight responsibilities in reviewing and overseeing:

• the Corporation’s Board and Committees’ composition and Board and Committee performance;
• the recruitment and succession planning for the Corporation’s Board members and chair and its President and Chief Executive Officer (“CEO”);
• the integrity and adequacy of the Corporation’s corporate governance policies and procedures and its compliance with those policies to ensure legal compliance and best practices; and
• the Corporation’s compensation philosophy and policies, as well as determining Board member and CEO compensation.

COMPOSITION

The Committee shall be comprised of at least three members of the Board (“Member”), including as many independent members pursuant to the independence requirements imposed by applicable law and as deemed practicable by the Board given the Board composition overall.  If practicable, at least two of the Members will also qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities and Exchange Act of 1934, as amended. Members shall serve until their successors are duly elected or upon removal, with or without cause, by the Board and any vacancy shall be filled by the Board. A majority of Members shall constitute a quorum for the transaction of business.

PROCESS

The Committee shall meet at a minimum twice per calendar year and on such other occasions as may be required. Meeting agendas shall be set by the chair of the Committee in consultation with management. At the Committee’s discretion, an independent compensation consultant may be invited to attend the meetings and to engage with the Committee at these meetings without management present. The Committee will undertake an annual review of this Charter and recommend to the Board such changes, amendments, and additions, as, in its opinion, desired.

In the performance of its duties and responsibilities, the Committee shall have access to any and all personnel and books and records of the Corporation and its subsidiaries necessary for the execution of the Committee’s obligations and may request from the officers of the Corporation or any of its subsidiaries such records and other matters considered appropriate. The Committee shall also have the ability to form subcommittees and delegate tasks to those subcommittees.

The Committee shall have the power and authority to conduct or authorize studies and investigations into any matter of interest or concern within the scope of its responsibilities that the Committee deems, in its sole discretion, to be appropriate and have the authority to retain independent counsel, consultants or other experts to assist in the conduct of any such study or investigation, including the authority to approve fees payable to such experts and any other terms of retention.

SPECIFIC DUTIES

The Committee, in fulfilling its oversight responsibilities, shall have the authority to and shall do the following:

Nominating and Corporate Governance Related Matters

1. Recommend the size, composition and required capabilities of the Board;
2. Lead the search for, screen, evaluate and recommend to the Board qualified candidates or nominees for election or appointment as directors, consistent with criteria approved by the Board;
3. Establish and oversee a policy for considering shareholder nominees for directors, and develop the procedures that must be followed by shareholders in submitting recommendations;
4. Review periodically the overall succession planning for the chairman of the Board and recommend the appointment of the chairman annually or as required to fill a vacancy;
5. Identify and recommend to the Board the recruitment process, nominations and selection of a CEO and ensure that a CEO succession plan is in place;
6. Oversee the Corporation’s corporate governance policies and procedures, including recommended policies to be adopted by the Board to meet all applicable legal requirements and best practices;
7. Annually conduct a review of all Members’ and executives’ business activities to assure that potential conflicts are clearly understood or avoided; and
8. Annually evaluate and report to the Board the overall performance of the Board (based upon directors’ input).

    

   Compensation Related Matters

9. Develop and recommend the Corporation’s overall compensation philosophy and policies;
10. Review and recommend to the Board annually, or more frequently as required, the corporate goals and objectives relevant to the CEO;
11. Evaluate the performance of the CEO and based upon such an evaluation, recommend to the Board the approval, together with the other independent directors of the Board, the compensation of the CEO;
12. Review and approve the CEO recommendations relating to other executive officers’ compensation;
13. Review and approve all employment agreements, severance arrangements, retirement arrangements, change in control agreements and provisions, and any special or supplemental benefits for the CEO and other executive officers;
14. Review and recommend to the Board the non-executive director compensation;
15. Review and recommend to the Board any incentive-compensation plans and equity-based plans and awards;
16. Review and assess the results of the Corporation’s most recent advisory vote on executive compensation;
17. Review and discuss the Compensation Discussion and Analysis (CD&A) section proposed for inclusion in the Corporation’s annual proxy circular and approve the annual report on executive compensation for inclusion in the Corporation’s proxy circular;
18. Retain or obtain the advice of an independent compensation consultant, legal counsel or other adviser as desired; and
19. Review and make recommendations to the Board with respect to directors’ and officers’ indemnification and insurance matters.

     

    Other Duties

20. Review, at least annually, the Committee’s duties, responsibilities and performance and determine if any changes in practices of the Committee or amendments to this Charter are necessary and submit such recommendations to the Board for approval; and
21. Undertake such additional responsibilities as from time to time may be delegated to the Committee by the Board, required by the Corporation’s organizational documents, or required by applicable law.

REPORTING

Following each meeting of the Committee, the chair of the Committee shall report to the Board the issues before the Committee and actions taken by the Committee or recommended to be taken by the Board.