Management Change/Compensation Form 8 K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2024, the board of directors (the "Board") of Rare Element Resources Ltd. (the "Registrant"), appointed Jaye T. Pickarts as the Chief Operating Officer of the Registrant, effective as of October 1, 2024.

Mr. Pickarts, 66, is a registered professional metallurgical engineer with more than 40 years of project evaluation and operations experience in the metal mining industry. Since April 2016, he has served as a natural resources consultant, including for the Registrant. From March 2011 to March 2016, he served as the Chief Operating Officer of the Registrant. From March 1999 to March 2011, he was the Senior Vice President and director of Knight Piésold, where he was responsible for successfully coordinating the completion of many feasibility studies and environmental permitting programs in the western United States and internationally. Mr. Pickarts obtained a Bachelor of Science degree in mineral processing engineering from the Montana College of Mineral Science and Technology and completed the Business Administration Graduate Program at the University of Nevada, Reno. He is also a registered Professional Engineer in Colorado, Nevada and Wyoming and is considered to be a "Qualified Person" in accordance with applicable Canadian securities laws. There are no family relationships between Mr. Pickarts and any director or executive officer of the Registrant.

From January 3, 2022 to December 31, 2023, Mr. Pickarts provided to Rare Element Resources, Inc., a wholly owned subsidiary of the Registrant (the "Company"), certain professional and technical services in support of the Bear Lodge rare earth elements project and the demonstration-scale processing and separation plant (the "Services") pursuant to a professional services agreement, dated January 6, 2022 (the "2022Professional Services Agreement"). The 2022 Professional Services Agreement provided that (i) Mr. Pickarts would be compensated at a retainer rate of US$16,000 per month for 80 hours per month of service, with any unused hours to be carried over to the next month and any excess hours to be settled at the end of each quarter at the rate of US$215 per hour and (ii) pre-approved travel, mileage, meals and other engagement-related expenses would be reimbursed at actual cost with no mark-up. Under the 2022 Professional Services Agreement, Mr. Pickarts was paid a total of US$243,990.

From January 1, 2023 to September 30, 2024, Mr. Pickarts provided the Services to the Company pursuant to a Professional Services Agreement, dated January 16, 2023 (the "2023Professional Services Agreement"). The 2023 Professional Services Agreement provided that (i) Mr. Pickarts would be compensated at the rate of US$230 per billable hour, not to exceed a contract value of US$240,000 over a 12-month period, unless pre-approved by the Company and (ii) pre-approved travel, mileage, meals and other engagement-related expenses would be reimbursed at actual cost with no mark-up. Under the 2023 Professional Services Agreement, Mr. Pickarts was paid or will be paid a total of US$572,539 (i.e., US$311,535 and US$260,904 in 2023 and 2024, respectively), including expense reimbursements.

On September 26, 2024, the Company and Mr. Pickarts executed an employment offer letter (the "Offer Letter"), which provides that (i) his initial annual base salary is US$282,000; (ii) he will be eligible to receive an annual incentive plan cash bonus of up to 20% of his annual base salary; and (iii) he will be eligible to participate in the employee benefit programs of the Registrant.

The foregoing description of the 2022 Professional Services Agreement, the 2023 Professional Services Agreement and the Offer Letter is qualified in its entirety by the full text of the 2022 Professional Services Agreement, the 2023 Professional Services Agreement and the Offer Letter, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

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