Attention: Donald E. Ranta, President and Chief Executive Officer
Pope & Company Limited (" Pope ") and Jacob Securities Inc. (“ Jacob ”, and together with Pope, collectively,
the " Agents ") understands that:
Subject to the terms and conditions hereof, the Agents hereby agree to act as, and the Corporation hereby
appoints the Agents as, the sole and exclusive agents of the Corporation to offer, on a reasonable best efforts
basis and in accordance with terms hereof, the Units for sale to the public on a prospectus offering basis in the
Qualifying Jurisdictions and on a private placement basis in the remaining Selling Jurisdictions. The Agents shall be
entitled, in their sole discretion, to engage sub-agents and may receive (for delivery to the Corporation at the
Closing Time) subscriptions for Units from Purchasers (as defined below) from other registered dealers. The fee
payable to such sub-agents shall be for the account of the Agents. The Agents shall be under no obligation to
purchase any of the Units, however, it may subscribe for and purchase Units if it so desires.
The Agents shall have the exclusive right to offer for sale and sell the Units pursuant to applicable Securities Laws
in British Columbia, Alberta and Ontario and under applicable
Securities Laws exemptions in the other Selling Jurisdictions and in such other jurisdictions as are agreed upon
between the Corporation and the Agents.
The Corporation and the Agents further agree that any sale of Units in the United States (as defined herein) or to,
or for the account or benefit of, a U.S. Person (as defined herein) or a person in the United States will be made
Effective March 17, 2010
Rare Element Resources Ltd.
Suite 410, 325 Howe Street,
Vancouver, BC V6C 1Z7
(a) Rare Element Resources Ltd. (the " Corporation ") is a British Columbia corporation;
(b) Subject to the terms below, the Corporation proposes to issue and sell up to 2,250,000 units (the " Units
") at a price of $3.50