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RARE ELEMENT RESOURCES LTD. (OTCMKTS:REEMF) Files An 8-K Submission of Matters to a Vote of Security Holders

RARE ELEMENT RESOURCES LTD. (OTCMKTS:REEMF) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07

Submission of a Matter to a Vote of Security
Holders.

On February28, 2017, Rare Element Resources Ltd. (the Company)
held its annual meeting of shareholders for the fiscal year ended
December31, 2015 (the Meeting). At the Meeting, two proposals
were submitted to the shareholders for approval as set forth in
the Companys definitive information and proxy circular filed on
January18, 2017. As of the record date December30, 2016, a total
of 52,941,880 common shares of the Company were outstanding and
entitled to vote. In total, 32,167,411 common shares were present
in person or represented by proxy at the Meeting, which
represented approximately 60.75% of the shares outstanding and
entitled to vote as of the record date.

The votes on the proposals were cast as set forth below:

1.

Proposal No.1 Election of Directors. The shareholders elected the
entire slate of directors presented to the shareholders. As a
result, the Companys board of directors consists of the five
persons elected at the Meeting.

Name

Votes

For

Votes Withheld

Broker

Non-Votes

Gerald W. Grandey

6,812,799

505,045

24,849,567

F. Steven Mooney

6,759,059

558,785

24,849,567

Paul J. Schlauch

6,668,325

649,519

24,849,567

Randall J. Scott

6,656,836

661,008

24,849,567

Lowell A. Shonk

6,689,128

628,716

24,849,567

2.

Proposal No.2 Ratification and approval of EKSH, LLLP as the
Companys independent registered public accounting firm for the
fiscal year ended December31, 2016.

Votes

For

Votes Withheld

28,616,499

3,550,912

About RARE ELEMENT RESOURCES LTD. (OTCMKTS:REEMF)
Rare Element Resources Ltd. is a mineral resource company. The Company’s Bear Lodge Property consists of two projects: Bear Lodge Rare Earth Element (REE) Project and the Sundance Gold Project. It is focused on advancing REE Project located near the town of Sundance in northeast Wyoming. It operates through the exploration of mineral properties segment. The Bear Lodge REE Project consists of the Bull Hill Mine, inclusive of the Bull Hill and Whitetail Ridge deposits and the exploration targets of East Taylor and Carbon, all of which are located near Sundance, Wyoming. The Bear Lodge REE Project comprises several REE resource areas within the Bear Lodge Property. The identified REE deposits and occurrences within the Bear Lodge alkaline complex are contained within the Company’s block of unpatented lode mining claims. The Sundance Gold Project is the second project located on its Bear Lodge Property. This property contains gold mineralization. RARE ELEMENT RESOURCES LTD. (OTCMKTS:REEMF) Recent Trading Information
RARE ELEMENT RESOURCES LTD. (OTCMKTS:REEMF) closed its last trading session down -0.012 at 0.280 with shares trading hands.

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