US Rare Earth Minerals, Inc.

January, 2012

Copyright US Rare Earth Minerals, Inc 2011. PO Box 9759, Bend, OR. 97708 WWW.US-REM.COM

January 2012 - Shareholder Newsletter

GOODBYE 2011

This has been a year of unprecedented growth for our company. With the expansion of infrastructure, expert advisory, in-house team, and both US and international distribution capacity we have put in place, we are ideally positioned for record-setting sales results, both at home and around the world, in 2012. ~USREM CEO, Paul Hait

HELLO 2012
The new year, both US and Chinese, is indeed starting off with a BANG for USREM! Were right on track with our first quarter US and international distribution partnership development targets, and are anticipating reporting major new market distribution agreements and initial order volume already in the coming weeks. ~USREM President, Dennis Cullison

MAJESTIC PANACA
A dramatic photo study of the ancient geological formations we share with our Nevada neighbor and natural wonder, Cathedral George State Park.

Copyright US Rare Earth Minerals, Inc 2011. PO Box 9759, Bend, OR. 97708 WWW.US-REM.COM

Enterprise HR: its all about teamwork

One of the most critical demands upon any successful young company with massive prospects, especially one positioned at the forefront of an entirely new emerging world commodity class, is the capacity to identify, secure, and integrate the professional leadership the company requires to build infrastructure, meet demand and scale qualied HR assets to stay ahead of growth. 2011 saw a major leap forward in both the companys executive and management teams roster. Beyond yet another year of heroic dedication from company founders Dennis Cullison and Paul Hait, we feel sure our shareholders, distributors, and Excelerite customers alike would enjoy knowing a bit more about all the bases weve now got covered in this rapidly expanding enterprise:

Enterprise Infrastructure: ready for world wide growth

Because of our founders commitment to get the product out there, onto gardens and farms, into human and pet supplements, submitted for scientific and field testing of all sorts, the new team faced a dual challenge in 2011, continue opening new markets and keep distribution momentum strong while at the same time engage an enterprisewide strategic expansion of all company departments, systems, practices, production capacity, and communication tools to establish a strong but agile foundation ready to scale with the orders of growth in the year, and years, ahead; including: Cloud-based Business Systems: from admin and operations management to product sales, invoicing, order fulfillment, inventory management, and customer service, weve got it all. US & International Distribution Scheme: drawing from some of the worlds most successful mining and manufacturing commodity distribution leaders, USREM is entering 2012 with a world wide distribution structure and strategy built for efficiency, profitability, and volume. US & Intl. Agent Network: our 2012 market penetration targets include the establishment of a US Rep or Distributor in each of our 50 States and Master Brokers and Territorial Brokers team in over 30 new foreign countries, including key regions and agricultural markets of Canada, Mexico, Europe, Africa, China, India, and Central & South America.

Panaca Mine Site Management: Skip Ginther Product & Customer Service Management: Vince Carter Field & Quality Management: Dave Hait Director of US Markets: Mike Tague Director of International Markets: David Gaian

Copyright US Rare Earth Minerals, Inc 2011. PO Box 9759, Bend, OR. 97708 WWW.US-REM.COM

Excelerite can have a great impact onsoil fertilization world wide because its as powerful as it is environmentalfriendly. There is such a rich variety of naturally occurring minerals in Excelerite that it is almost impossible for even advanced argo-chemists like us to create a comparable product artificially it in our labs.No need - Excelerite is here. ~ Bing-Rui Ni, Ph.D. United AgTechnologies, Inc.

ACCOMPLISHMENT HIGHLIGHTS 2011

Leadership Team Built: identified, secured and put to work expert exec and managerial leadership. Advisory Board Completion: recruited and now consulting a diverse and highly credentialed BOA. Systems & Site Implemented: design, build, and implementation of world class commodity distribution business systems and web/e-commerce site. Production Capacity Expansion: production output increase of over 300% with new year-round capacity. Expanded R&D and Product-line: into seed coating, pollution remediation, aquaculture, and egg & dairy markets.

ACCOMPLISHMENT TARGETS 2012

Increased US and Intl. Field Testing: further extend 2011s excellent field-test:truckload sales ratio. Quadruple US Markets Penetration: increase current rep/distributor count to avg 1 per each US State. International Markets Launch: establish Territorial Broker distribution and volume sales order flow across all major foreign markets including Europe, China, Africa, India. New Product Formulations: major potency increase and product-line diversification of MicroExcelerite consumables and health supplements (animal and human). Expansion of Marketing Tools: development of full line of both English and foreign language marketing tools.

Copyright US Rare Earth Minerals, Inc 2011. PO Box 9759, Bend, OR. 97708 WWW.US-REM.COM

Dear Dennis, Paul & team, What a great site! This is exactly the quality, functions and beauty of corporate web site our growing network of European Union Excelerite distributors were needing from USREM. Now we can integrate strategic tour of our Parent Companys site into all of our agents presentations before leaders in EU government, agriculture and health products, commodity investment & distribution, etc.all across Europe. What a perfect New Years present from USREM to your dedicated Brokers here and around the world. Merci Beaucoup!
~ M. Emmanuel Bastien Director, AmeriMin - EU , Ltd. USREM Master Broker to the EU

USREM WEB 2012

A new world-class e-commerce, shareholder relations, and social media site, by world leading Bay Area web & digital media developer, Ursa Minor Arts, is available at www.us-rem.com. Our new site, expanding nearly daily, is already busy pulling in the rst orders of 2012 from customers, large and small, visiting from all four corners of the US and our new markets around the world.

Copyright US Rare Earth Minerals, Inc 2011. PO Box 9759, Bend, OR. 97708 WWW.US-REM.COM

A Word From Three of Our Esteemed Board of Advisor Members

I have been formulating nutritional products for over 30 years and have seen the power of nutrition.USREMs minerals supply the spark-plug of life we need to maintain proper health. 95% of our bodies functions depend on minerals, without them, there would be no life."
~ John W Anderson Founder, Isagenix International CEO, Nutraceutical Research Sciences

Speaking from a career dedicated to full-time remineralization research, policy advocacy, and international field projects management, I can readily report: USREMs Excelerite mineral complex represents, far and away, one of the richest natural mineral sources commercially available, world wide, today.
~ Joanna Campe Founder & Executive Director, Remineralize the Earth, 501(c)3

Given that our world population will soon hit 9 billion, Excelerite seems to be the right product, at the right price, and available in sufficient quantities, to have a real impact on the food, fuel, and fiber needs of humanity in this critical century ahead."
~ Dr. Samuel Hancock President & Dir. of Programming EmeraldPlanet, Washington D.C.

Production Capacity: 2012 and beyond

While our USREM Mining and Production Team have done and exception job of scaling output capacity ahead of demand, even more importantly - they have done so with an economy of minimal strategic expenditure or impact on overall operating budget. Our USREM mine-site infrastructure (mining equipment, inventory storage, processing machinery, shop, living quarters, etc.) are all functioning now, whether under low, medium, or high demand, like a well oiled machine. Some of the more significant highlights of our Panaca facilities and 2011 accomplishments include:

All-weather Storage: 6,000 sq.. warehouse On-site Inventory capacity: 1,300 (1/mt) tote Mining Season Increase: now 365 days / year Worker/Visitor Facilities: onsite living for up to 4 Site Security: gated private road & 24hr security Site Management: 100% toxin & waste-free Processing Pad: over18,000 sq. of mining, screening, bagging, loading, and trucking space

USREM Mining: Our Panaca Facilities

Our in-house team and close company partners are exceptionally proud of the work that company President, Dennis Cullison, in his dual leadership role as also USREMs Chief of Production, together with the dedication and seasoned expertise of Mine-Site Manager, Skip Ginther (and local Panaca work crew), have accomplished in 2011. By having increased our net mining output and processing capacity, by an estimated 300+ %, our Excelerite Bulk-AG inventory maintenance and demand readiness is now xed within a scaleable range sufcient to predictably meet near to mid-term demand; this until order ow exceeds, and thereby simultaneously self-funds, either a further expansion of onsite capacity or potential engagement of qualied 3rd party engineering sub-contracting.

Excelerite Testimonies USREM Agriculture Customer Mr. Bruce Schultz of Parsons, Kansas, USA Test Specications
Application Target: Soybeans Application Rate: 500 lbs./acre Normal Yield: 20-25 bushels/acre Excelerite Yield: 50+ bushels/acre Net Yield INCREASE: over 100%+

EXCELERITE TESTIMONIALS
We welcome all Excelerite customers and dealers to share about the success their having with our rich, rare, and naturally powerful mineral product line and will happy repost these stories to our new web site. Were also very much looking forward to publishing this year selections from the vast archive of Panaca Source mineral testimonies sent in to esteemed Advisory Board member, and USREM Senior Formulator, Mr. John Anderson, throughout his decades of break-through supplement formulating with these Panaca minerals. We will be using the NEWS section of our

Excelerite Testimonies USREM Retail Customer Mr. Mark Desjardins of Bend, Oregon, USA Test Specications
Application Target: Mugo Pines Application Rate: 2-300grams/tree Avg Normal Height: 2-2.5 (feet) Excelerite Height: 4-5(feet) Net Growth INCREASE: over 100%

Our Customers Story

Mr Bruce Schulz, of Parsons Kansas, tested an application of Excelerite Bulk-AG on 150 acres of his soy bean farm at an application rate of 500 lbs. per acre prior to planting and upon pre-harvest growth inspection was astounded by the above average growth. Mr. Schulz stated, In the past ten years the best yield on my farm was 25 bushels per acre and the average per acre yield here in Labette County has been 20 bushels per acre. My harvest will start in three weeks and I expect a yield of 50 + bushels of top quality soy beans per acre treated with Excelerite.
Mr. Schultz welcomes direct contact regarding his farming success with Excelerite at schulzbw@hotmail.com.

Our Customers Story

What you see here is 4 Mugo Pines that are 9 years old on a sloped driveway. A customer Mark Desjardins had use a handful of Excelerite on the one of them. This is a photo after 2 1/2 months, as you can see the Mugo doubled in size. The plants to the left starting growing after Excelerite wash down into the other pines. A year later Mark had the Mugo Pine professionally trimmed, the bush was so large that he could not see over the fence when backing up. The landscaper commented on how healthy the Mugo was and he is now using Excelerite on all of his customers yards.Excelerite.

USREM welcomes any further questions regarding Excelerites power to serve your crops success at inquiries@us-rem.com.

US Rare Earth, Inc. 18614 Riverwoods Dr. Bend, OR 97702 www.us-rem.com

US Rare Earth, Inc. 18614 Riverwoods Dr. Bend, OR 97702 www.us-rem.com

Excelerite Testimonies USREM Medical Professional Customer: Dr. Carl Minneapolis, Minnesota, USA Test Specications
Application: Human hands (eczema) Duration & Dosage: 4-5 days Type of Treatment: topical paste Treatment Result: 95% healing of eczema open sores on treated hand.

Our Customers Story

The Clay That Heals A neighbor and patient of mine was visiting our home the other day. Among other things, we talked about healing clays and Excelerite. She wanted to know what it felt like so I opened a capsule of MicroExcelerite and hydrated it. She said "Oh, it's silky!, and quietly daubed it onto some sores she had on her left hand. She returned today to visit and said, "You know the other day when we were feeling the clay? I put some on the eczema I have been battling with for a very long time. I only put it on my left hand which was just as bad as the right, and look what happened! It's GONE!" This was with one almost accidental application 4 or 5 days ago.Of course, your mileage may vary. Regardless, she is very happy. ~Dr. Carl USREM welcomes any further questions regarding Excelerites power to serve your crops success at inquiries@us-rem.com.

companys web site to share, with this growing network of shareholders, distribution agents, and customer community, the host of powerful new Excelerite testimonies coming into our USREM HQ from across America and around the world each week. Please use the SUBSCRIBE link at our web site to assure youll be notified first of all industry news, company reports, and shareholder events. Should you have testimonies youd like to share or are in need of any market-specific testimonies from our archives, please dont hesitate to contact our Communications & PR department directly.

Excelerite Testimonies USREM Veterinary Customer Dr. Carlos Cortelezzi Buenos Aires Zoo, Argentina Test Specications
Application: Elephant (toenail abbesses) Duration & Dosage: 60 days,10-oz./day Type of Treatment: dietary supplement Treatment Result: complete healing of all signs and symptoms of the disease.

Our Customers Story

Dr. Carlos Cortelezzi, a primary veterinary scientist and animal specialist at the famous Buenos Aires Zoo in Argentina South America, was tracking a particularly troubling problem that was occurring to one of the zoos prized African elephants. Mara, a 35 year old female elephant was, despite consumption of the normal and varied special she consumed, was experiencing a particularly troubling abscess that was aking, splitting, and causing bleeding of a primary toenail. After just 60 days of treatment with Excelerite, delivered as a dietary supplement mixed into her favorite food, experienced a remarkable and thorough healing of the entire effected footpad and toenail region.
USREM welcomes any further questions regarding Excelerites power to serve your crops success at inquiries@us-rem.com.

US Rare Earth, Inc. 18614 Riverwoods Dr. Bend, OR 97702 www.us-rem.com

US Rare Earth, Inc. 18614 Riverwoods Dr. Bend, OR 97702 www.us-rem.com

Copyright US Rare Earth Minerals, Inc 2011. PO Box 9759, Bend, OR. 97708 WWW.US-REM.COM

Closing Word: company leadership on USREM in 2012

We are especially grateful to our esteemed and growing shareholder group and distribution network partners for their patience and loyalty during several quarters of important, but less visible, enterprise and market development work in 2011. With the start of 2012 already finding us preparing to report Fortune 500 level US retail market penetration, unprecedented new Ag and Livestock testing results, and major foreign distribution traction coming from our International Markets Management Dept., this year will certainly be the reward that weve all been working and waiting for.
Dennis Cullison President & Treasurer, US Rare Earth Minerals, Inc.

This ancient, rich, and naturally powerful Excelerite product-line is proving to be perfectly timed and vitally needed, across a growing diversity of new market categories here at home and around the world. By being a valued shareholder in, distribution partner of, or customer for this one-of-a-kind, proven, and 100% natural remineralizing God soil, you are not only positioning yourself at what experts believe to be the beginning of an entirely new commodity boom, but you are also playing a measurable role in the restoration of our earths ecology, a return to sustainable farming and natural soil fertility, and ultimately the wellness of all humans and animals.
Paul Hait CEO & Chairman, US Rare Earth Minerals, Inc.

Having been recruited from an already successful career in the remineraization eld for the most established, respected, and authoritative independent industry organization, I can assure my fellow shareholders, with unequivocal condence, that a) this is the nest natural mineral source available in the world today and, b) as your director of international market development, I hereby pledge delivery, over the 11 short months of 2012 ahead, of over 20 new foreign market distribution contracts and record-setting international sales.
David Gaian COO & Director of International Markets US Rare Earth Minerals, Inc.