SecProbe.io

June 28, 2012

Via E -mail
Mr. David  Suleski
Chief Financial Officer
Rare Element Resources Ltd.
225 Union Blvd, Suite 250
Lakewood, CO 80228

 Re: Rare Element Resources Ltd.
  Form 10 -K for Fiscal Year Ended June 30, 2011
  Filed September 28, 2011
  Form 10 -Q for Fiscal Quarter Ended March 31, 2012
  Filed May 10, 2012
  File No. 001 -34852

Dear Mr. Suleski :

We have reviewed your filing s and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within  ten business days by  providing the requested
information or by advising us when you will provide the r equested response.  If you do not
believe our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the  information you provide in response to these comments, we may
have additional comments.

Form 10 -K for Fiscal Year Ended June 30, 2011

Report of Independent Registered Chartered Accountants, page 64

1. Please confirm that in future filings and amendments you will include an audit report, or
combination of audit reports, that opines on all periods presented, including the
cumulative period from June 3, 1999 (beginning inception of exploration stage) to the
current fiscal year -end.  Please also ensure the auditors provide a currently dated consent
in connection with their audit reports, as appropriate.

Mr. David  Suleski
Rare Element Resources Ltd.
June 28, 2012
Page 2

 Consoli dated Statements of Operations and Comprehensive Loss, page 67

2. We note that your stock -based compensation expense is presented as a separate line item
in your statement of operations.  Please confirm you will modify your presentation in
future filings and  amendments to present stock -based compensation in the same line or
lines as cash compensation paid to the same employees , or tell us why you believe your
current presentation is appropriate .

Consolidated Statements of Stockholders’ Equity, page 69

3. We note you have not presented a statement of shareholders’ equity for the fiscal year
ended June 30, 2009.  Please ensure your future filings  and amendments include a
statement of shareholders’ equity for all periods required to be presented by Rule 3 -04 of
Regulation S -X.

Exploration and development costs, page 71

4. We note you disclose that further exploration costs related to proven and probable
reserves will be capitalized.  It does not appear to us that exploration costs, regardless of
the existence o f reserves, provide sufficient certainty of future benefits and would qualify
for capitalization under US GAAP.  Please confirm you will modify your accounting
policy in future filings or tell us why you believe no modification is necessary .

Stock -based compensation, page 72

5. We note you recognize share -based payments to non -employees based on the fair value
of the stock options issued.  Please tell us how you have considered FASB ASC 505 -50-
30-6, which requires measurement of share -based payments to non-employees be
measured at either the value of goods or services received  or the fair value of the equity
instruments issued , whichever is more reliable .

Form 10 -Q for Fiscal Quarter Ended March 31, 2012

Mineral Reserves and Resources page 17

6. We note your  statement that for the mineral reserves at March 31, 2012 there is no
difference between the mineral reserves disclosed under NI 43 -101 and those disclosed
under Industry Guide 7.  Prior to declaring a reserve under Industry Guide 7, the United
States Sec urities and Exchange Commission has generally required th e completion of a
final, bankable feasibility study using the 3 -year average commodity price and that a
company has demonstrated that the mineral property will receive its governmental
permits; including the submission of the primary environmental document with the
approp riate governmental authorities.  Please explain how you have made the

Mr. David  Suleski
Rare Element Resources Ltd.
June 28, 2012
Page 3

 determination that your National Instrument 43 -101 pre -feasibility study meets these
requirements .

7. Please provide to us the information that you used to determine your 3 -year average
pricing.  This information should include the specific data used to calculate your 3 -year
average price including monthly prices, source, and location.  In addition, please provide
a comparison of the grade distribution of your planned rare earth concentrate  versus the
grade distribution and pricing of referenced concentrates .

Closing Comments

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they ha ve made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securiti es laws of the United States.

 You may contact James Giugliano at (202) 551 -3319 or Jamie Kessel at (202) 551 -3727,
if you have questions regarding comments on the financial statements and related matters .  You
may contact John Coleman, Mining Engineer, a t (202) 551 -3610 with questio ns about
engineering comments .  Please contact me at (202) 551 -3871 with any other questions.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountan t
Office of Beverages, Apparel, and
Mining