SecProbe.io

July 2, 2013

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

Re: Rare Element Resources  Ltd.
Registration Statement on Form S -3
Filed June  11, 2013
 File No. 333 -189235

Dear Mr. Suleski :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Exhibit 5.1

1. Counsel opines under the laws of the Province of British Columbia and the federal laws
of Canada that the debt securities will constitute valid and binding obligations of the
company , and that the guarantees will constitute valid and binding obligations of the
subsidiaries.  However, the filed indentures omit the governing law  provision.  Please
advise us why this provision has been omitted and what you intend to do if the indentures
are not governed by the laws of British Columbia .  Refer to Section II.B.1.e of Staff
Legal Bulletin No. 19 for guidance.

2. We note that you have limited your legality opinion to the laws of the Province of British
Columbia and the federal laws of Canada de spite the possible inclusion of a guaranty by
Rare Element Resources, Inc., a Wyoming corporation.  Please provide an appropriate

David P. Suleski
Rare Element Resources Ltd.
July 2, 2013
Page 2

 legality opinion regarding the applicable laws of Wyoming.  Please refer to Section
II.B.1.e of Staff Legal Bulletin No. 19  for guidance.

3. Please revise the legality opinion to remove the qualification found in paragraph (e)
under the heading Qualifications on page nine.  Please also c onfirm that you will file an
updated and appropriately unqualified legal opinion upon conducting  any shelf
takedowns under this registration statement. Please refer to Section II.B.2.a of Staff Legal
Bulletin No. 19 for guidance.

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 Securities Act of 193 3 and
all applicable Securities  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 have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

David P. Suleski
Rare Element Resources Ltd.
July 2, 2013
Page 3

 Please contact Shaz  Niaz i at (202) 551 -3121 or Brigitte Lippmann  at (202) 551 -3713
with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director