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2015 News Releases

Rare Element Files Canadian Preliminary Shelf Prospectus to Replace Expiring Shelf Prospectus from 2013

Aug 24, 2015

Continues to Provide Financing Options as the Bear Lodge Project Advances

August 24, 2015 - Lakewood, Colorado - Rare Element Resources Ltd. (NYSE MKT: REE and TSX: RES) (the “Company”), a publicly traded, strategic materials company focused on delivering rare earth products for technology and defense applications by advancing the Bear Lodge Critical Rare Earth Project in northeast Wyoming, announced today that it has filed a preliminary short form base shelf prospectus with securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario (the “Qualifying Jurisdictions”) to replace the Company’s short form base shelf prospectus previously filed in July, 2013. Upon the Company filing and receiving a receipt for its final short form base shelf prospectus (the “Canadian Shelf”), from the securities regulatory authorities in the Qualifying Jurisdictions, the Company will be able to offer and sell, from time to time in one or more public offerings in the Qualifying Jurisdictions, up to the equivalent of US$50 million of debt, equity, or other securities of the Company during the 25-month period that the Canadian Shelf, including any amendments thereto, remains effective.

“The replacement of our Canadian Shelf maintains the Company’s financing flexibility as we continue to move the Bear Lodge Project forward,” said Paul H. Zink, Senior Vice President and Chief Financial Officer.  The Canadian Shelf will complement a Shelf Registration Statement currently effective with the U.S. Securities and Exchange Commission with approximately US$30 million in remaining capacity. “Having effective shelf registrations in both countries can allow the Company to react quickly when market conditions warrant, helping to ensure continued and timely progress on important tasks like Project permitting, separation test work and advanced engineering,” he concluded.

The specifics of any future offering, along with the prices, terms and use of proceeds of any such securities offered by the Company, will be determined at the time of any such offering and will be described in detail in a prospectus supplement filed at that time.

The securities registered may not be sold, nor may offers to buy be accepted, prior to the time that the securities regulatory authorities of the Qualifying Jurisdictions have issued a receipt for the Canadian Shelf. 

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, in any state, province or jurisdiction. Any offering of the securities covered by the Shelf Registration Statement or the Canadian Shelf will only be made pursuant to the prospectus included in the Shelf Registration Statement or Canadian Shelf, respectively, and a related prospectus supplement containing specific information about the terms of any such offering.

Rare Element Resources Ltd. is a publicly traded, strategic materials company focused on delivering rare earth products for technology and defense applications by advancing the Bear Lodge Critical Rare Earth Project in northeast Wyoming.  Bear Lodge is a significant mineralized district containing many of the less common, more valuable, critical rare earths that are essential for electronics, fiber optics, laser systems for health and defense, as well as many evolving green technologies, like hybrid cars, solar panels and wind turbines. Permitting and feasibility work on the Project continues to advance.  The Company is an affiliate member of the U.S. Department of Energy’s Critical Materials Institute, a combined government and private sector organization committed to eliminating supply chain issues for rare earths and other critical elements.

Copies of the preliminary short form base shelf prospectus may be obtained at www.sedar.com, or at the Company’s website at www.rareelementresources.com or by contacting Robbin Lee at 720-278-2462 or rlee@rareelementresources.com. Please contact Robbin Lee at 720-278-2462, or rlee@rareelementresources.com, for additional information.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are usually identified by our use of certain terminology, including "will", "believes", "may", "expects", "should", "seeks", "anticipates", "plans", "has potential to", or "intends" or by discussions of strategy or intentions. Such forward-looking statements include statements regarding the impact of the Canadian Shelf and our U.S. Shelf Registration Statement on our financing flexibility and ability to move the Bear Lodge Project forward, as well as statements regarding the acceptance of the Canadian Shelf by the securities regulatory authorities in the Qualifying Jurisdictions, and any future offering of securities of the Company under the Canadian Shelf. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the progress of our Bear Lodge Project, fluctuations in demand for, and price of, rare earth products; success of process technology under testing; timing of and unexpected events at the Bear Lodge property; delay or failure to receive government approvals and permits; changes in U.S. and Canadian securities markets; our ability to obtain financing under the shelf registration statements; the market for securities offered under the Canadian Shelf and general economic conditions. There can be no assurance that future developments affecting the Company will be those anticipated by management. Please refer to the discussion of these and other risk factors as set out in our filings made from time-to-time with the U.S. Securities and Exchange Commission and the Canadian securities regulators, including without limitation, the Company’s most recent reports on Form 10-K and Form 10-Q. We do not undertake to update any statements or estimates at any particular time or in response to any particular event, other than in accordance with applicable law.  Investors and others should not assume that any forecasts in this news release represent management’s estimates as of any date other than the date of this news release.