X0306 4 2012-09-24 0 0001419806 RARE ELEMENT RESOURCES LTD REE 0001343721 Ranta Donald E 225 UNION BLVD. SUITE 250 LAKEWOOD CO 80228 1 0 0 0 Common Shares 2012-09-24 4 S 0 20000 5.00 D 264500 D Common Shares 2012-09-25 4 S 0 30000 4.80 D 234500 D Common Shares 2012-09-26 4 M 0 250000 1.01 A 484500 D Employee Stock Option (Right to Buy) 1.01 2012-09-26 4 M 0 250000 0 D 2007-10-01 2012-10-01 Common Shares 250000 0 D The weighted average sale price was CDN$4.9307, which has been converted to the US Dollar equivalent using the exchange rate on the date of the transaction which was 1.022. This transaction was executed in multiple trades at prices ranging from CDN$4.92 to $4.95. The price reported above is the weighted average sale price of such trades. The reporting person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer upon request, full information regarding the number of shares and the prices at which each transaction was effected. The weighted average sale price was CDN$4.7296, which has been converted to the US Dollar equivalent using the exchange rate on the date of the transaction which was 1.019. This transaction was executed in multiple trades at prices ranging from CDN$4.65 to $4.80. The price reported above is the weighted average sale price of such trades. The reporting person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer upon request, full information regarding the number of shares and the prices at which each transaction was effected. The original exercise price of the grant was CDN$1.00, which has been converted to the US Dollar equivalent using the exchange rate on the date of the transaction which was 1.0149. (6) Options vested as follows: 20% of the options vested 4 months from 10/01/2009 ("Grant Date"); 20% of the options vested 8 months from Grant Date; 20% of the options vested 12 months from Grant Date; 20% of options vested 15 months from Grant Date; 20% of the options vested 18 months from Grant Date. /s/ David P. Suleski as Attorney-in-Fact for Donald E. Ranta 2012-09-26