As Adopted 10/17/13

PROCEDURES FOR TREATMENT OF COMPLAINTS AND CONCERNS REGARDING ACCOUNTING, INTERNAL ACCOUNTING CONTROLS AND AUDITING MATTERS

Set forth below are the procedures of the Audit Committee of the Board of Directors of Rare Element Resources, Ltd. and its subsidiaries (the "Company") relating to the receipt, retention and treatment of complaints of the Company’s Employees and other persons regarding accounting, internal accounting controls and auditing matters, including procedures for the confidential, anonymous submission by Employees of concerns regarding questionable accounting or auditing matters. Any person having a complaint relating to the Company’s accounting practices, internal accounting controls or auditing matters, or a concern regarding questionable accounting or auditing matters, may communicate the complaint or concern without fear of retaliation of any kind to the Company pursuant to these procedures. Employees of the Company may submit any such complaint or concern on a confidential, anonymous basis without fear of dismissal or other reprisal by the Company. Credible complaints and concerns submitted in good faith will be brought to the attention of the Audit Committee which will oversee the treatment and investigation of the complaint or concern and the implementation of these procedures.
Receipt of Complaints and Concerns     Employees may submit their complaints and concerns, by written correspondence, telephone or e-mail, on a confidential basis to Kelli Kast, Consultant, PO Box 271049, Littleton, CO 80127, Telephone 720.278.2460 or kkast@rareelementresources.com

Notice of Complaints or Concerns     These procedures relate to the submission of Employee complaints or concerns relating to any accounting, internal accounting controls or auditing matters, including, without limitation, the following:  

• Any questionable accounting or auditing practice that relates to, or results in, the preparation of financial statements of the Company that do not comply with generally accepted accounting principles; 
• Any fraudulent or intentional error in the preparation or audit of the Company’s financial statements or in the recording or maintaining of the Company’s financial records; 
• Any noncompliance with, or deficiencies in, the Company’s internal accounting controls;  
• Any false statement, misrepresentation or failure to report material information to or by an executive officer of the Company or member of the Company’s accounting, financial or internal auditing staff, regarding a matter contained in the Company’s financial records, financial statements or financial reports or in the report prepared by the Company’s independent auditor regarding the financial statements; or 
• Any noncompliance by a senior executive or financial officer of the Company with the Company’s Code of Ethics applicable to them relating to accounting, internal accounting controls or auditing matters.

Treatment of Complaints and Concerns  Upon receipt of a complaint or concern, the Corporate Counsel will determine whether it has been submitted in good faith and whether it relates to accounting, internal accounting controls or auditing matters. If the complainant has identified himself or herself, Corporate Counsel will acknowledge receipt of the complaint or concern to the complainant. The complaint or concern will then be reported by the Corporate Counsel to the Chairman of the Audit Committee, with copies to all Audit Committee members, which Committee will oversee the treatment of the complaint or concern. The Chairman of the Audit Committee may assign initial responsibility for the matter to the Corporate Counsel, the Company’s external auditing firm, retained outside Company counsel, one of the other members of the Audit Committee or to such other person deemed appropriate by the Chairman of the Audit Committee. The Audit Committee Chairman may share the reported information with the Company’s external auditing firm, or such other persons as the Audit Committee Chairman or members determine to be appropriate. Confidentiality will be maintained to the maximum extent possible, consistent with the need to conduct an adequate review or investigation regarding the matter. Following such review or investigation, the Audit Committee will then determine the appropriate corrective action to be taken, if any. The Company will not discharge, demote, suspend, threaten, harass, constructively dismiss or in any manner discriminate against any Employee based upon the Employee’s good faith reporting of the complaint or concern in accordance with these procedures.

Anonymous Reports     Reports of alleged violations may be submitted to the Corporate Counsel anonymously if the Employee desires. Although anonymous reports may be submitted via any of the above methods, reports submitted by e-mail or telephone tend to be less likely to remain anonymous and confidential than those submitted by way of written correspondence. All reports of alleged violations, whether or not they were submitted anonymously, will be kept in strict confidence to the extent possible, consistent with the Company’s need to conduct an adequate review or investigation regarding the matter.

Retention of Complaints or Concerns and Related Records     Corporate Counsel will maintain a record setting forth information regarding the receipt, investigation and final disposition or resolution of all complaints and concerns and shall submit to the Audit Committee a periodic summary report of such information. Copies of complaints and concerns, if written, and Corporate Counsel’s record relating thereto will be maintained in accordance with the Company’s document retention policies. 

Compliance with this Policy     All Employees must follow the procedures outlined in this Policy and cooperate with any investigation initiated pursuant to this policy. Adhering to this Policy is a condition of employment. The Company must have the opportunity to investigate and remedy any alleged violations or Employee concerns, and each Employee must ensure that the Company has an opportunity to undertake such an investigation.

This Policy does not constitute a contractual commitment of the Company. This Policy should not be construed as preventing, limiting, or delaying the Company from taking disciplinary action against any individual, up to and including termination, in circumstances (such as, but not limited to, those involving problems of performance, conduct, attitude, or demeanor) where the Company deems disciplinary action appropriate.

This Policy in no way alters an Employee’s at-will employment status with the Company. Either the Company or an Employee can terminate the employment relationship at the Company at any time, for any reason or no reason, with or without cause, warning, or notice, subject to compliance with applicable laws.

Distribution of this Policy     A copy of this Policy shall be distributed to all Employees of the Company and its subsidiaries.