EDITOR: | December 18th, 2012

Moving Forward-Annual and Special Meeting Results and Vertical Integration Implementation Services Agreement

| December 18, 2012 | No Comments
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Rare-Earth-Metals-IncDecember 18, 2012 (Source: Marketwire) — Rare Earth Metals Inc. (“Rare Earth Metals“, “REM” or the “Company“) (TSX VENTURE:RA)(OTCQX:RAREF). Tracy A. Moore, President and CEO of the Company, is pleased to announce the results of the Annual and Special Meeting held on December 17, 2012. All motions were passed with an overwhelming majority including the reappointment of the Company’s five directors; the name change to Canada Rare Earth Corporation and a modification to the Company’s Stock Option Plan.

Annual General Meeting

The Company’s five directors are: Rojer Li, the Company’s Chairman; Tracy A. Moore, the Company’s Chief Executive Officer and President; Bill Purcell; Peter Shearing; and Michael Stares, the Company’s former Chief Executive Officer and President.

The Company’s Stock Option Plan now allows for up to 28,552,428 shares to be issued to senior personnel, consultants, advisors, employees, officers and directors.

The Company will proceed to change its name to Canada Rare Earth Corporation to better reflect the importance of Canada in the global rare earth market.

Vertical Integration Implementation Services Agreement

Tracy A. Moore is also pleased to announce a two year agreement with CEC Rare Earth Corporation (“REC”) whereby REC will assist with the implementation of REM’s vertical integration strategy. In September, 2012 REC and REM formed a strategic alliance to develop a strategy aimed at establishing REM as a vertically integrated rare earth business. This two year implementation agreement supersedes the original strategic advisory services engagement, strengthens the relationship between REM and REC and signals the beginning of the implementation stage.

In particular, REC’s services for this implementation agreement shall include:

  • providing strategic guidance to REM
  • sourcing rare earth concentrate input to refineries
  • arranging inventory for resale by REM from China and elsewhere
  • arranging customers for REM
  • introducing rare earth refineries to REM for purchase, investment, partnering or contract services
  • designing and building one or more rare earth refineries for REM, if viable and practical
  • introducing opportunities to REM for downstream business expansion
  • preparing and revising financial models for REM, and
  • conducting due diligence in support of investment opportunities for REM which were introduced by REC.

REC shall be paid $25,000 per month during the two year term of this engagement plus expenses and additional costs as approved by REM. Additionally, REC may be eligible for success-based bonuses based on the achievement of pre-determined milestones. The basis for and quantum of each bonus will follow industry norms to the extent possible. Either party may terminate the implementation agreement with three months written notice.

REC and an affiliated company were previously granted options to acquire 5,000,000 shares of REM at 10 cents per share, exercisable for five years and subject to the terms of REM’s Stock Option Plan including vesting in four equal installments over 18 months. An additional vesting requirement was imposed on 2,850,000 of these shares under option – 712,500 shares shall be released from the second vesting provision with each multi-year letter of intent arranged by REC on behalf of REM for the supply of rare earth concentrate or the sale of rare earth oxides. The options shall be subject to approval by regulatory authorities, as applicable.

ABOUT RARE EARTH METALS

Rare Earth Metals Inc. has recently entered into an implementation agreement with CEC Rare Earth Corp. (“REC”) to assist the Company in developing a vertically integrated business within the global rare earth industry. The relationship with REC provides the Company with access to REC’s experienced personnel as well as its business model which includes the full spectrum of the rare earth industry including the designing, building and establishment of operations for rare earth refineries outside of China as well as the ongoing sales and marketing of refined rare earths. In addition to its relationship with REC the Company presently has several rare earth properties exhibiting multi-element potential (REEs, niobium, beryllium, zirconium and iron ore). Additional information concerning the Company is contained in documents filed by the Company with securities regulators, available under the Company’s profile at www.sedar.com. For more information, please visit the Rare Earth Metals web site at www.rareearthmetals.ca.

ON BEHALF OF THE BOARD OF DIRECTORS OF RARE EARTH METALS INC.:

Tracy A. Moore, CEO & President

For more information on the Company, investors should review the Company’s filings that are available at www.sedar.com.

Company information distributed through the Market Access Program is based upon information that Standard & Poor’s considers to be reliable, but neither Standard & Poor’s nor its affiliates warrant its completeness or accuracy, and it should not be relied upon as such. This material is not intended as an offer or solicitation for the purchase or sale of any security or other financial instrument.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


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