0001052918-16-000875 Sample Contracts

PERSONAL AND CONFIDENTIAL VIA HAND DELIVERY March 18, 2016 Randall Scott
Personal and Confidential • March 22nd, 2016 • Rare Element Resources LTD • Gold and silver ores

This letter agreement confirms a further change to your Severance Compensation Agreement (“SCA”) referenced above as of April 1, 2016. As you are aware, the Board of Directors has instructed the Company to achieve certain objectives into mid-2016 and your continued commitment and involvement in those objectives is deemed key to our success. Given the current care-and-maintenance positioning of the Company, we believe your continued full time involvement as the Company’s President and Chief Executive Officer, through approximately June 30, 2016, remains critical to our ongoing business needs.

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