SEC Comment Letter for RARE ELEMENT RESOURCES LTD (REEMF) (CIK 0001419806) (REEMF) — Jan 12, 2010
RARE ELEMENT RESOURCES LTD (REEMF) (CIK 0001419806)
Date: Jan. 12, 2010 · CIK: 0001419806 · Accession: 0000000000-10-002098
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4628 DIVISION OF CORPORATION FINANCE January 12, 2009 Winnie Wong Corporate Secretary Rare Element Resources Ltd. 325 Howe St., #410 Vancouver, BC V6C 1Z7
Re: Rare Element Resources Ltd. Amendment No. 1 to Form 20-FR Filed December 22, 2009 File No. 0-53834
Dear Ms. Wong: We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Senior Management Compensation, page 49
1. We note your response to our prior comment 17. Revise footnotes (2) and (5) to clarify the amounts allocated to each of Mr. Brown and Ms. Wong of the fee paid to Pacific Opportunity.
Related Party Transactions, page 57
2. We note your response to our prior comment 18 and reissue the comment. Please revise your disclosure to specifically identify the parties referenced in the related party transactions for all related party tr ansactions in the period since the beginning of the company’s preceding th ree financial years up to th e date of the document. See Item 7.B of Form 20-F. In particular , provide the name of the private company and the former president th at charged the company for management fees in 2008.
Winnie Wong Rare Element Resources Ltd. January 12, 2010 Page 2 Financial Statements
Note 15 – Differences Between Canadian and U.S. GAAP, page 85
3. We note that while you have added disclo sure on pages 38 and 39 about the nature of property costs incurred and your method of accounting for those costs under U.S. GAAP in response to prior comments 22 and 23, now indicating that you have only incurred exploration costs, you continue to report mineral property acquisition costs in your financial statements on page s 76 and 101, and you have not made any conforming changes to the U.S. GAAP accounting policies described for mineral property costs under this heading or on page 113. Please resolve these inconsistencies. We reis sue prior comments 22 and 23. Closing Comments
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. You may contact Paul Monsour at (202) 551-3360, or Karl Hiller, Branch Chief, at (202) 551-3686 if you have questions rega rding comments on the financial statements and related matters. Please contact Doug Brown at (202) 551-3265, or me at (202) 551- 3745 with any other questions. Sincerely,
H. Roger Schwall Assistant Director
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628
DIVISION OF
CORPORATION FINANCE
January 12, 2009
Winnie Wong Corporate Secretary Rare Element Resources Ltd. 325 Howe St., #410 Vancouver, BC V6C 1Z7
Re: Rare Element Resources Ltd.
Amendment No. 1 to Form 20-FR
Filed December 22, 2009
File No. 0-53834
Dear Ms. Wong:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
Senior Management Compensation, page 49
1. We note your response to our prior comment 17. Revise footnotes (2) and (5) to
clarify the amounts allocated to each of Mr. Brown and Ms. Wong of the fee paid to Pacific Opportunity.
Related Party Transactions, page 57
2. We note your response to our prior comment 18 and reissue the comment. Please
revise your disclosure to specifically identify the parties referenced in the related
party transactions for all related party tr ansactions in the period since the beginning
of the company’s preceding th ree financial years up to th e date of the document.
See Item 7.B of Form 20-F. In particular , provide the name of the private company
and the former president th at charged the company for management fees in 2008.
Winnie Wong
Rare Element Resources Ltd. January 12, 2010 Page 2 Financial Statements
Note 15 – Differences Between Canadian and U.S. GAAP, page 85
3. We note that while you have added disclo sure on pages 38 and 39 about the nature
of property costs incurred and your method of accounting for those costs under U.S.
GAAP in response to prior comments 22 and 23, now indicating that you have only
incurred exploration costs, you continue to report mineral property acquisition costs
in your financial statements on page s 76 and 101, and you have not made any
conforming changes to the U.S. GAAP accounting policies described for mineral
property costs under this heading or on page 113. Please resolve these inconsistencies. We reis sue prior comments 22 and 23.
Closing Comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. You may contact Paul Monsour at (202) 551-3360, or Karl Hiller, Branch Chief,
at (202) 551-3686 if you have questions rega rding comments on the financial statements
and related matters. Please contact Doug Brown at (202) 551-3265, or me at (202) 551-
3745 with any other questions.
Sincerely,
H. Roger Schwall Assistant Director