Item 3.03 Material Modification to Rights of Security Holders.

On November 7, 2012, the Board of Directors of Rare Element Resources Ltd. (the "Company") approved an Advanced Notice Policy (the "Policy"). The Policy requires the holders of common shares of the Company to provide the Company with advanced notice of persons the shareholder intends to nominate for election to the Board of Directors. The Policy fixes a deadline by which the director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form.

The full text of the Policy is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the press release, dated November 8, 2012, announcing the adoption of the Policy is attached hereto as Exhibit 99.2.

Item 9.01