SEC Company Response from RARE ELEMENT RESOURCES LTD (REEMF) (CIK 0001419806) (REEMF) — Jul 25, 2013
RARE ELEMENT RESOURCES LTD (REEMF) (CIK 0001419806)
Date: July 25, 2013 · CIK: 0001419806 · Accession: 0001052918-13-000298
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File numbers found in text: 333-189235
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CORRESP 1 filename1.htm Rare Elements Resources, Ltd. [RARE ELEMENT RESOURCES LTD. LETTERHEAD] July 26, 2013 BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Rare Element Resources Ltd. Registration Statement on Form S-3 File No. 333-189235 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rare Element Resources Ltd., and its co-registrants (collectively, the “Company”), hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3, so that it may become effective at 2:00 p.m. Eastern Time on July 30, 2013, or as soon thereafter as practicable. The Company hereby acknowledges that: · should the Securities and Exchange Commission (the “Commission”) or its 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 to 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 effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please contact undersigned at 720-278-2460 or Michelle Shepston of Davis Graham & Stubbs LLP at 303-892-7344 should you have any questions or comments. Very truly yours, By:/s/ David Suleski Name: David Suleski Title: Chief Financial Officer