Rare Element Resources Announces Commencement of Rights Offering of Common Shares

Rare Element Resources Ltd. (the “Company” or “RER”) (OTCQB: REEMF) is pleased to announce that today it has commenced the previously announced rights offering to raise up to approximately US$35.8 million in gross proceeds. The Company will issue to the holders of its common shares on December 15, 2023, the record date for the rights offering, at no charge, one and four-tenth (or 1.4) non-transferable subscription rights for each common share owned by each shareholder at the close of business on the record date. Each whole subscription right entitles the holder thereof to purchase one common share of the Company at a subscription price of US$0.12 per share (the “basic subscription privilege”). The rights offering also includes an oversubscription privilege that entitles shareholders who exercise their subscription rights in full under the basic subscription privilege the right to purchase additional common shares of the Company in the rights offering, subject to availability and the pro rata allocation of shares among rights holders exercising such oversubscription privilege. No fractional common shares will be issued in the rights offering.

The rights offering is expected to expire at 5:00 p.m., Eastern Time, on March 11, 2024, subject to extension until a date no later than March 15, 2024, or earlier termination.

The Company plans to use the net proceeds from the rights offering to progress the Company’s business strategy to support commercialization and fund activities to support the advancement of the Bear Lodge rare earth elements project (the “Bear Lodge REE Project”), which includes funding the operation of a rare earth processing and separation demonstration plant for a period of time that is expected to be sufficient to provide the information to support a commercialization decision, acquiring real property, updating the mineral resource model and technical reports, and advancing permitting, environmental support, and basic engineering, as well as for other general corporate purposes.

U.S. holders of common shares of the Company holding their shares directly will receive a prospectus, together with a letter from the Company describing the rights offering, a subscription rights certificate and an IRS Form W-9. Canadian holders of common shares of the Company holding their shares directly will receive the prospectus (which is not a prospectus for the purposes of Canadian securities laws, as described below), which will also be filed under the Company’s profile on the SEDAR+ website (www.sedarplus.ca), and a subscription rights certificate. Shareholders as of the record date wishing to exercise their subscription rights should review all materials, properly complete and execute the subscription rights certificate and deliver it and payment in full to the subscription agent, Computershare Investor Services Inc., by hand, overnight courier or first-class mail at the following address: