SecProbe.io

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 April 11, 2025

 VIA EDGAR

 Office of Energy & Transportation

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Attention: Ms. Claudia Rios

 Re: Rare Element Resources Ltd.

 Registration Statement on Form S-3

 File No. 333-286231

 Dear Ms. Rios:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, Rare Element Resources Ltd. hereby requests that the effective date of the above-referenced
registration statement be accelerated so that the same will become effective at 12:00 p.m. Eastern Time on Tuesday, April 15,
2025, or as soon thereafter as is practicable.

 Please advise Edward Shaoul
of Davis Graham & Stubbs LLP at (303) 892-7262 when the order declaring the above-referenced registration statement effective
is signed.

 Sincerely,

 /s/ Kenneth J. Mushinski

 Kenneth J. Mushinski

 Chief Executive Officer

 cc: Edward Shaoul, Esq., Davis Graham & Stubbs LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Kenneth Mushinski
Chief Executive Officer
Rare Element Resources Ltd.
P.O. Box 271049
Littleton, Colorado 80127

 Re: Rare Element Resources Ltd.
 Registration Statement on Form S-3
 Filed March 28, 2025
 File No. 333-286231
Dear Kenneth Mushinski:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Edward Shaoul, Esq.
</TEXT>
</DOCUMENT>

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February 9, 2024

VIA EDGAR

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Ms. Cheryl Brown and Mr. Daniel Morris

Re:    Rare
Element Resources Ltd.

Registration Statement on Form S-1

File No. 333-275892

Dear Ms. Brown and Mr. Morris:

In accordance with Rule 461
under the Securities Act of 1933, as amended, Rare Element Resources Ltd. hereby requests that the effective date of the above-referenced
registration statement be accelerated so that the same will become effective at 12:00 p.m. Eastern Time on Tuesday, February 13,
2024, or as soon thereafter as is practicable.

Please advise Edward Shaoul
of Davis Graham & Stubbs LLP at (303) 892-7262 when the order declaring the above-referenced registration statement effective
is signed.

    Sincerely,

    /s/ Brent D. Berg

    Brent D. Berg

    Chief Executive Officer

cc:           Edward
Shaoul, Esq., Davis Graham & Stubbs LLP

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    Edward R. Shaoul

    303.892.7262

    edward.shaoul@dgslaw.com

February 6, 2024

VIA EDGAR

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Ms. Cheryl Brown and Mr. Daniel Morris

  Re:
  Rare Element Resources Ltd.

  Amendment No. 1 to Registration Statement on Form S-1

  Filed January 10, 2024

  File No. 333-275892

Dear Ms. Brown and Mr. Morris:

On behalf of Rare Element
Resources Ltd. (the “Company”), set forth below are the responses of the Company to the comment received from the
staff (the “Staff”) of the Securities and Exchange Commission contained in the letter dated February 5, 2024
(the “Comment Letter”), regarding the above-referenced Amendment No. 1 to Registration Statement on Form S-1
(the “S-1”). In connection herewith, the Company has filed via EDGAR Amendment No. 2 to Registration Statement
on Form S-1 (the “Second Amended S-1”), which incorporates the changes made in response to the Comment Letter.
For the convenience of the Staff, we have transcribed the comment being addressed, followed by the Company’s response.

Material United States Federal Income Tax
Consequences, page 39

 1. We note your response to prior
                                            comment 7. To the extent you intend to file a short-form tax opinion, revise to state
                                            that the disclosure in this section constitutes the opinion of counsel, and name such counsel.
                                            Refer to Section III.B of Staff Legal Bulletin No. 19. In addition, please note
                                            that the tax opinion should be filed as Exhibit 8.1.

Response: The Company has revised
the disclosure in the S-1 in response to the Staff’s comment. Please see the Second Amended S-1 on or around pages 11, 18,
22, 39, 40, II-3 and II-4.

Davis
Graham & Stubbs LLP  ▪  1550 17th Street, Suite 500  ▪
 Denver, CO 80202  ▪  303.892.9400  ▪  fax
303.893.1379  ▪  dgslaw.com

U.S. Securities
and Exchange Commission

February
6, 2024

Page 2

We
have endeavored to provide you with everything requested. Should you have additional questions or comments, please contact the undersigned
at (303) 892-7262.

    Sincerely,

    /s/ Edward
    R. Shaoul

    Edward R. Shaoul

    Partner for

    Davis Graham & Stubbs LLP

Enclosure

cc: Brent D. Berg, Rare Element Resources Ltd.

United States securities and exchange commission logo
February 5, 2024
Brent Berg
Chief Executive Officer
Rare Elements Resources Ltd
P.O. Box 271049
Littleton, CO 80127
Re:Rare Elements Resources Ltd
Amendment No. 1 to Registration Statement on Form S-1
Filed January 10, 2024
File No. 333-275892
Dear Brent Berg:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Material United States Federal Income Tax Consequences, page 39
1.We note your response to prior comment 7. To the extent you intend to file a short-
form tax opinion, revise to state that the disclosure in this section constitutes the opinion
of counsel, and name such counsel. Refer to Section III.B of Staff Legal Bulletin No. 19.
In addition, please note that the tax opinion should be filed as Exhibit 8.1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameBrent Berg
 Comapany NameRare Elements Resources Ltd
 February 5, 2024 Page 2
 FirstName LastName
Brent Berg
Rare Elements Resources Ltd
February 5, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Shaoul, Esq.

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    Edward R. Shaoul

    303.892.7262

    edward.shaoul@dgslaw.com

January 10, 2024

VIA
EDGAR

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Ms. Cheryl Brown and Mr. Daniel Morris

    Re:
    Rare Element Resources Ltd.

    Registration Statement on Form S-1

    Filed December 5, 2023

    File No. 333-275892

Dear Ms. Brown and Mr. Morris:

On behalf of Rare Element
Resources Ltd. (the “Company”), set forth below are the responses of the Company to the comments received from the
staff (the “Staff”) of the Securities and Exchange Commission contained in the letter dated January 2, 2024 (the
 “Comment Letter”), regarding the above-referenced registration statement on Form S-1 (the “S-1”).
In connection herewith, the Company has filed via EDGAR Amendment No. 1 to Form S-1 (the “Amended S-1”),
which incorporates the changes made in response to the Comment Letter. For the convenience of the Staff, we have transcribed the comments
being addressed and the Company’s responses to those comments in sequence.

Were any required waivers obtained in connection
with approval of the rights offering?, page 13

 1. We
                                            note your disclosure in this section. Please file the Synchron waiver authorizing you to
                                            issue additional shares of capital stock. In addition, please revise to clarify whether the
                                            waiver is limited to the proposed rights offering transaction.

Response:
The Staff is respectfully advised that no waiver has been filed because the waiver was obtained at a meeting of the board of directors
of the Company and was documented in resolutions of the board of directors. In any event, the Company has revised the disclosure in the
S-1 in response to the Staff’s comment. Please see the Amended S-1 on or around page 14.

Davis
Graham & Stubbs LLP ▪ 1550
17th Street, Suite 500 ▪ Denver,
CO 80202 ▪ 303.892.9400
▪ fax
303.893.1379 ▪ dgslaw.com

U.S. Securities and Exchange Commission

January 10, 2024

Page 2

When will the rights offering expire?, page 14

 2. We
                                            note your disclosure that you may extend the rights offering in your sole discretion. Please
                                            revise your disclosure to state a termination date that is not indefinite. Refer to Item
                                            501(b)(8)(iii) of Regulation S-K.

Response:
The Company has revised the disclosure in the S-1 in response to the Staff’s comment. Please see the Amended S-1 on or around the
cover page and pages 9, 10, 16, 26 and 38.

Depending on the extent to which Synchron
and holders other than Synchron exercise their subscription rights, page 18

 3. We
                                            note your disclosure in this section. Revise the prospectus cover page, summary, Question
                                            and Answers section, and the Rights Offering section to include similar disclosure that Synchron
                                            may own up to 81% of the company following the rights offering. In addition, we note your
                                            disclosure that Synchron has advised of its intent to participate in the offering. Please
                                            explain the circumstances under which Synchron indicated it would participate in the rights
                                            offering, clarify the extent of Synchron’s anticipated participation in this offering,
                                            and whether there is a standby purchase arrangement in place, verbally or in writing.

Response:
The Company has revised the disclosure in the S-1 in response to the Staff’s comment. Please see the Amended S-1 on or around the
cover page and pages 9, 17 and 32.

You may not be able to resell any of our common
shares, page 21

 4. Please
                                            clarify why there may be a delay in issuing the shares after completion of the rights offering.
                                            Otherwise, please revise to remove any implication that the shares will not be issued promptly.

Response:
The Company has revised the disclosure in the S-1 in response to the Staff’s comment. Please see the Amended S-1 on or around page 22.

Subscription Price, page 29

 5. We
                                            note that you have identified various factors that affected your determination of the subscription
                                            price. Please provide an expanded discussion of how you considered the factors identified,
                                            including how you considered various rights offerings by public companies.

Response:
The Company has revised the disclosure in the S-1 in response to the Staff’s comment. Please see the Amended S-1 on or around pages 30–31.

U.S. Securities and Exchange Commission

January 10, 2024

Page 3

Reasons for the Rights Offering, page 29

 6. We
                                            note that you are conducting the rights offering to raise capital to progress your business
                                            strategy to support commercialization and fund activities to support the advancement of the
                                            Bear Lodge REE Project. We also note that your board concluded that the rights offering was
                                            the appropriate alternative in the circumstances for a number of reasons, including that
                                            it provides an opportunity to your shareholders to participate on a pro rata basis. Please
                                            expand your discussion of the reasons for the rights offering, including any additional reasons,
                                            and discuss the alternatives considered.

Response:
The Company has revised the disclosure in the S-1 in response to the Staff’s comment. Please see the Amended S-1 on or around page 30.

Material United States Income Tax Consequences,
page 37

 7. We
                                            note that you believe the receipt of subscription rights by a U.S. Holder should not be treated
                                            as a “disproportionate distribution” under Section 305(b) of the Internal
                                            Revenue Code, however, there can be no assurance that such treatment will not be challenged
                                            by IRS. We also note your disclosure on page 16 that a U.S. holder of common shares
                                            likely will not recognize income, gain, or loss for United States federal income tax purposes
                                            in connection with the receipt or exercise of subscription rights in the rights offering.
                                            Please obtain and file a tax opinion pursuant to Item 601(b) of Regulation S-K and Section III
                                            of SLB 19, or tell us why you believe such opinion is not required to be filed.

Response:
The Company has revised the disclosure in the S-1 in response to the Staff’s comment. Please see the Amended S-1 on or around page 42
and the tax opinion filed as Exhibit 5.2 to the Amended S-1.

General

 8. We
                                            note disclosure of a prior rights offering completed in December 2021. Please clarify
                                            whether the prior offering of subscription rights was registered, and disclose the relationship,
                                            if any, between the prior rights offering and the present rights offering.

Response:
The Staff is respectfully advised that the relationship between the December 2021 rights offering and the present rights offering
is mainly rooted in the different aspects of the rare earth processing and separation demonstration plant (and other activities of the
Company) that have been, and are proposed to be, funded from the proceeds of such offerings, as discussed on or around page 8. In
any event, the Company has revised the disclosure in the S-1 in response to the Staff’s comment. Please see the Amended S-1 on
or around page 8.

U.S. Securities and Exchange Commission

January 10, 2024

Page 4

We have endeavored to provide
you with everything requested. Should you have additional questions or comments, please contact the undersigned at (303) 892-7262.

    Sincerely,

    /s/ Edward
    R. Shaoul

    Edward R. Shaoul

    for

    Davis Graham & Stubbs LLP

Enclosure

cc: Brent D. Berg, Rare Element Resources Ltd.

United States securities and exchange commission logo
January 2, 2024
Brent Berg
Chief Executive Officer
Rare Elements Resources Ltd
P.O. Box 271049
Littleton, CO 80127
Re:Rare Elements Resources Ltd
Registration Statement on Form S-1
Filed December 5, 2023
File No. 333-275892
Dear Brent Berg:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Were any required waivers obtained in connection with approval of the rights offering?, page 13
1.We note your disclosure in this section. Please file the Synchron waiver authorizing you to
issue additional shares of capital stock. In addition, please revise to clarify whether the
waiver is limited to the proposed rights offering transaction.
When will the rights offering expire?, page 14
2.We note your disclosure that you may extend the rights offering in your sole discretion.
Please revise your disclosure to state a termination date that is not indefinite. Refer to Item
501(b)(8)(iii) of Regulation S-K.

 FirstName LastNameBrent Berg
 Comapany NameRare Elements Resources Ltd
 January 2, 2024 Page 2
 FirstName LastName
Brent Berg
Rare Elements Resources Ltd
January 2, 2024
Page 2
Risk Factors
Depending on the extent to which Synchron and holders other than Synchron exercise their
subscription rights, page 18
3.We note your disclosure in this section. Revise the prospectus cover page, summary,
Question and Answers section, and the Rights Offering section to include similar
disclosure that Synchron may own up to 81% of the company following the rights
offering. In addition, we note your disclosure that Synchron has advised of its intent to
participate in the offering. Please explain the circumstances under which
Synchron indicated it would participate in the rights offering, clarify the extent of
Synchron's anticipated participation in this offering, and whether there is a standby
purchase arrangement in place, verbally or in writing.
You may not be able to resell any of our common shares, page 21
4.Please clarify why there may be a delay in issuing the shares after completion of the rights
offering. Otherwise, please revise to remove any implication that the shares will not be
issued promptly.
Subscription Price, page 29
5.We note that you have identified various factors that affected your determination of the
subscription price. Please provide an expanded discussion of how you considered
the factors identified, including how you considered various rights offerings by public
companies.
The Rights Offering
Reasons for the Rights Offering, page 29
6.We note that you are conducting the rights offering to raise capital to progress your
business strategy to support commercialization and fund activities to support the
advancement of the Bear Lodge REE Project. We also note that your board concluded that
the rights offering was the appropriate alternative in the circumstances for a number of
reasons, including that it provides an opportunity to your shareholders to participate on a
pro rata basis. Please expand your discussion of the reasons for the rights offering,
including any additional reasons, and discuss the alternatives considered.
Material United States Income Tax Consequences, page 37
7.We note that you believe the receipt of subscription rights by a U.S. Holder should not be
treated as a “disproportionate distribution” under Section 305(b) of the Internal Revenue
Code, however, there can be no assurance that such treatment will not be challenged by
IRS. We also note your disclosure on page 16 that a U.S. holder of common shares likely
will not recognize income, gain, or loss for United States federal income tax purposes in
connection with the receipt or exercise of subscription rights in the rights offering. Please

 FirstName LastNameBrent Berg
 Comapany NameRare Elements Resources Ltd
 January 2, 2024 Page 3
 FirstName LastName
Brent Berg
Rare Elements Resources Ltd
January 2, 2024
Page 3
obtain and file a tax opinion pursuant to Item 601(b) of Regulation S-K and Section III of
SLB 19, or tell us why you believe such opinion is not required to be filed.
General
8.We note disclosure of a prior rights offering completed in December 2021. Please
clarify whether the prior offering of subscription rights was registered, and disclose the
relationship, if any, between the prior rights offering and the present rights offering.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Boonstra, Esq.

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Rare Element Resources Ltd

May 14, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attention: Timothy Collins

Re:Rare Element Resources Ltd.

Registration Statement on Form S-3

Filed May 7, 2021

File No. 333-255920

Dear Mr. Collins:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rare Element Resources Ltd. hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 2:00 p.m. Eastern Time on Wednesday, May 19, 2021, or as soon thereafter as practicable.

Please advise Brian Boonstra of Davis Graham & Stubbs LLP at (303) 892-7348 when the order declaring the Registration Statement effective is signed.

Sincerely,

/s/ Randall J. Scott

Randall J. Scott

Chief Executive Officer

cc:Brian Boonstra, Esq., Davis Graham & Stubbs LLP

United States securities and exchange commission logo
May 14, 2021
Randall Scott
President and Chief Executive Officer
RARE ELEMENT RESOURCES LTD
P.O. Box 271049
Littleton, Colorado 80127
Re:RARE ELEMENT RESOURCES LTD
Registration Statement on Form S-3
Filed May 7, 2021
File No. 333-255920
Dear Mr. Scott:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy Collins at 202-551-3176 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Boonstra

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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

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RARE ELEMENT RESOURCES LTD

RARE ELEMENT RESOURCES LTD.

July 12, 2013

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, DC 20549

Attn:

John Reynolds – Assistant Director

Re:

Rare Element Resources Ltd.

Registration Statement on Form S-3

Filed June 11, 2013

File No. 333-189235

Dear Mr. Reynolds:

On behalf of Rare Element Resources Ltd. (the “Company”), set forth below are the responses of the Company to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 2, 2013, regarding the Company’s Registration Statement on Form S-3, filed June 11, 2013 (File No. 333-189235) (the “Registration Statement”). In connection herewith, the Company has filed by EDGAR an Amendment No. 1 to Form S-3 (the “Amended Registration Statement”), which incorporates the changes made in response to the comments in your letter. For the convenience of the Staff, we have transcribed the comments being addressed and the Company’s responses to those comments in sequence.

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.

Response:  The choice of law governing the indentures and any guarantees in connection therewith will be identified at the time of any actual offering of such securities.  Therefore, in order to give an opinion that the debt securities and any guarantees in connection therewith would constitute valid and binding obligations of the Company and the subsidiaries, counsel has assumed that such indentures would be governed by the laws of British Columbia, which is the jurisdiction of

incorporation of both the Company and one of the two subsidiaries.  Should the indenture under which debt securities and any guarantees in connection therewith are issued be determined to be governed by the laws of any other jurisdiction, an appropriate local opinion will be issued in connection with the offering of those debt securities.

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 despite the possible inclusion of a guaranty by Rare Element Resources, Inc., a Wyoming corporation. Please provide an appropriate legality opinion regarding the applicable laws of Wyoming. Please refer to Section II.B.1.e of Staff Legal Bulletin No. 19 for guidance.

Response:  The Amended Registration Statement has been revised to include the requested legality opinion of local counsel regarding the subsidiary incorporated under Wyoming law.  Pursuant to Section II.B.1.e of Staff Legal Bulletin No. 19, Exhibit 5.1 of the Amended Registration Statement has been revised to indicate that primary counsel will rely on the opinion of local counsel as to the Wyoming subsidiary’s valid existence and corporate power and authority in giving the opinion that the guarantees will constitute valid and binding obligations of the subsidiary incorporated under Wyoming law.  The Wyoming local counsel opinion is filed as Exhibit 5.2 to the Amended Registration Statement.

3.

Please revise the legality opinion to remove the qualification found in paragraph (e) under the heading Qualifications on page nine. Please also confirm 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.

Response:  Exhibit 5.1 of the Amended Registration Statement has been revised to delete the qualification found in paragraph (e) under the heading Qualifications on page nine.  We confirm that the Company will file an updated and appropriately unqualified legal opinion upon conducting any shelf takedowns under the Registration Statement.

Please feel free to call me, at 720-278-2460, or Michelle Shepston, U.S. counsel to the Company, at 303-892-7344, or John Sabetti, Canadian counsel to the Company, at 416-865-4455, if you have any questions concerning the Company’s responses.

Sincerely,

/s/ David P. Suleski

David P. Suleski

Chief Financial Officer

CC: Brigitte Lippmann

        Shaz Niazi

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

July 25, 2012

Via E -mail
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 completed our review of your filings.  We remind you that our  comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the C ommission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy an d adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Ex change Act of 1934 and all applicable rules require .

Sincerely,

/s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

Rare Element Resources

DATE:

July 12, 2012

TO:

Ms. Tia L. Jenkins

Senior Assistant Chief Accountant

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, DC 20549

FROM:

Mr. David Suleski

Chief Financial Officer

Rare Element Resources Ltd.

225 Union Blvd, Suite 250

Lakewood, CO 80228

(Tel) 303-278-8464

(Fax) 303-279-3772

RE: SEC Comment Letter dated June 28, 2012, in respect of:

Rare Element Resources Ltd. (the “Company”)

Form 10-K for the 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 Ms. Jenkins:

The following responses are provided in connection with the above referenced comment letter.  We will use this guidance for the drafting of our upcoming Form 10-K filing and other public disclosures.

225 Union Blvd, Suite 250                                                                                                              P:  720-278-2460

Lakewood, CO  80228                                                                                                                      F:  720-278-2490

1

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

Report of Independent Registered Chartered Accountants, page 64

SEC Comment #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.

Issuer Response: We concur with your comment and we will request that our auditors comply in future filings.

Consolidated Statements of Operations and Comprehensive Loss, page 67

SEC Comment #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.

Issuer Response: We will comply in future filings with your request to include stock-based compensation in the same line as cash compensation paid to same employees.

Consolidated Statements of Stockholders’ Equity, page 69

SEC Comment #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.

Issuer Response: We will comply in future filings and include a statement of shareholders’ equity for all periods required to be presented by Rule 3-04 of Regulation S-X.

225 Union Blvd, Suite 250                                                                                                              P:  720-278-2460

Lakewood, CO  80228                                                                                                                      F:  720-278-2490

2

Exploration and development costs, page 71

SEC Comment #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 of 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.

Issuer Response: We agree that exploration costs should be expensed as incurred. We will modify our accounting policy to clearly reflect that only development costs related to mining properties with established reserves will be capitalized.

Stock-based compensation, page 72

SEC Comment #5: We note you recognize share-based payments to non-employees based on the fair value of the stock options issues. 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.

Issuer Response: We considered whether the fair value of services received was more reliably measured than the fair value of the equity instruments issued. We determined that the fair value of the equity instruments was more reliably measured for the following reasons:

·

the Company is very familiar with the calculations of fair value of options for employees and the independent contractors perform similar functions as current employees;

·

all of the terms of the share-based payment award were known; and

·

the options were granted primarily as an incentive to continue to provide future services to the Company.

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

Mineral reserves and resources, page 17

SEC Comment #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 Securities and Exchange Commission has generally required the 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 appropriate governmental authorities. Please explain

225 Union Blvd, Suite 250                                                                                                              P:  720-278-2460

Lakewood, CO  80228                                                                                                                      F:  720-278-2490

3

how you have made the determination that your National Instrument 43-101 pre-feasibility study meets these requirements.

Issuer Response: We believe that the mineral resources disclosed under our NI 43-101 technical report meet the requirements of Industry Guide 7, that the mineral deposit can be economically extracted, based on the robust economics of our published prefeasibility study. The pricing used in the study was based on the 3-year average rare earth oxide prices for the rare earths contained in the Bull Hill deposit and discounted by 40 percent. The 40 percent discount was deemed to be on the high end of industry estimates which typically range from 25-40 percent, to reflect that the saleable product is a rare earth carbonate concentrate. Further consideration was given to the extensive mineralized sampling and analysis to-date: the total average level of engineering completed to date, which is estimated to be 25-30 percent; easily accessible location in northeast Wyoming on a combination of U.S. Forest Service, state and private lands; and favorable infrastructure and access to power and labor. Combined, these positive factors supported our belief that the project resources are economically extractible.

In addition, we believe that the property will receive a positive and timely Record of Decision from the U. S. Forest Service and a permit to mine from the State of Wyoming in due course, based on our April 2012 submittal of our Plan of Operation to the U.S. Forest Service. We have been performing drilling operations at the Bear Lodge Project under an Environmental Assessment since 2009. We believe that there is a high probability that we will receive all the necessary permits to mine in 2014 that will allow us to begin mining the ore in late 2015.

SEC Comment # 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.

Issuer Response: The Company used the three year average prices by averaging the prices for three years 2009, 2010 and 2011 as publish by the rare earth publication Metal Pages www.metal-pages.com.

As consistent with industry practice for published preliminary economic assessments and preliminary feasibility studies, the Pre-Feasibility Study assumes an average price of $17.36 per kilogram ($7.87 per pound) of bulk mixed rare earth oxide (REO) concentrates with an average grade of 45% total rare earth oxide (TREO). This price was  derived from  the three-year (2009-2011) trailing average of separated individual REO prices, FOB China, from the Metal-Pages Bulletin and based on the grades of individual REOs contained in the measured and indicated (M&I) oxide resource. Recognizing that the output of concentrate produced

225 Union Blvd, Suite 250                                                                                                              P:  720-278-2460

Lakewood, CO  80228                                                                                                                      F:  720-278-2490

4

from the Bull Hill mine is a “basket mix” of individual rare earths as carbonates, a discount of 40% was assumed for the concentrate pricing in the economic models. We consider the 40 percent discount to be a worst case scenario and based on our review of similar pricing studies by rare earth companies the range of discounts used have been about 30 to 35 percent.

Metal-Pages also reports prices for RE carbonate concentrate, containing 42-45% TREO, FOB China. A three-year trailing average of RE carbonate concentrate prices from Metal-Pages is $19.69 per kilogram ($8.93 per pound), and a four-year trailing average of RE concentrate prices is $15.92 per kilogram ($7.22 per pound). The assumed price of $17.36 per kilogram ($7.87 per pound) is a reasonable figure that falls between these two average prices. It is important to note the following:

1.  Bulk mixed RE concentrate prices are lower than refined REO prices by 30 to 40 percent depending on market dynamics.

2.  Historic  RE  concentrate  prices  during  2008,  2009,  and  H1  2010   are significantly lower than prices during 2011 and the current RE  concentrate prices as quoted in Metal-Pages (Metal-Pages provides an online subscription service of metal prices, news, and information for non-ferrous  metals, rare earths, and ferro-alloys.)

3.  For the Bull Hill basket price, prices as of January 1, 2012 have increased by approximately 900 percent from the low average point of 2009, owing to the drastic reduction in Chinese exports of basic REE raw materials triggered during the third quarter of 2010. After a year of rising REO prices, rare-earth prices began falling substantially in August of  2011,  but current prices of individual REOs FOB China remain 500% to 1000% higher than those prior to July  2010.

4.  The initial sale of RE carbonate concentrates from the Bull Hill Mine would likely be subject to a number of supply contracts for which a price would be set for a period of time in the contract with buyers. These mid to long-term price contracts can differ substantially from quoted spot prices for the metals with smaller markets, such as REE.

5.  RER has conducted tests, and plans to conduct additional tests, on separation of individual REO for the future sale of the higher value products, which would eliminate or reduce the 40 percent RE concentrate discount from REO prices.

The price assumptions used for bulk mixed rare-earth carbonate concentrates (Table 19.1) are based on compilations for the past three years that range from $2.81 per kilogram ($1.27 per pound) (2009), to $8.56 per kilogram ($3.88 per pound) (2010), to $40.73 per kilogram ($18.47 per pound) (2011). The concentrates are estimated to contain approximately 45% REO and were calculated using a 40 percent discount from REO prices in all periods. The concentrate prices are derived from REO prices as quoted on Metal-Pages’ and based on FOB China through December 31, 2011.

225 Union Blvd, Suite 250                                                                                                              P:  720-278-2460

Lakewood, CO  80228                                                                                                                      F:  720-278-2490

5

Table 19.1 – Bull Hill Discounted Basket Prices per Kilogram for RE Concentrate 2009 through 2011, 3-Year and Current Price (1-1-12)

Year

 Average

2009

 $2.81

2010

 $8.56

2011

 $40.73

3-Year Average

 $17.36

Current: Jan. 1st, 2012

 $29.08

(Metal-Pages Historic Prices)

REO pricing over the past three years and the current prices are shown in Table 19.3. This information is shown only to indicate the increases and subsequent decreases in prices  for  individual  REO  and  its  potential  effect  if  the  Project  progresses  into individual REO production. There is no certainty the current prices will be maintained for the duration of the operating life of the Bull Hill Mine.

225 Union Blvd, Suite 250                                                                                                              P:  720-278-2460

Lakewood, CO  80228                                                                                                                      F:  720-278-2490

6

The Company acknowledges 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 securities laws of the United States.

Please do not hesitate to contact me if you have any further questions.

Sincerely

Rare Element Resources Ltd.

/s/ David P. Suleski

David P. Suleski

Chief Financial Officer

dsuleski@rareelementresources.com

Direct Phone: 720-278-2468

225 Union Blvd, Suite 250                                                                                                              P:  720-278-2460

Lakewood, CO  80228                                                                                                                      F:  720-278-2490

7

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

        January 29, 2009

Winnie Wong Corporate Secretary Rare Element Resources Ltd. 325 Howe St., #410 Vancouver, BC V6C 1Z7

Re: Rare Element Resources Ltd.
 Form 20-FR
  Filed November 17, 2009
File No. 0-53834

Dear Ms. Wong:
We have completed our review of your Form 20-FR and related filings and have no
further comments at this time.

Sincerely,

H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

Rare Element Resources Ltd

RARE ELEMENT RESOURCES LTD.                                       TSX-V:RES

325 Howe Street, #410, Vancouver, British Columbia  Canada  V6C 1Z7

Telephone: 604-687-3520

Facsimile: 604-688-3392

e-mail: wwong@pacificopportunity.com

website: www.rareelementresources.com

January 13, 2010

H. Roger Schwall

US Securities and Exchange Commission

100 F. Street North East

Washington, D.C.  20549-7010

RE: Form 20-FR Registration Statement

    Rare Element Resources Ltd.; SEC file # 000-53834

Dear Mr. Schwall

You are being sent by US Mail: three “track changes” copy of the Company’s Form 20-FR Registration Statement Amendment #2, illustrating the changes, for your use.

The actual Form 20-FR Registration Statement Amendment #2 will be filed via EDGAR.

Below is a “response to comment” table outlining the Company’s response to each comment, cross-referenced to Form 20-FR Registration Statement Amendment #2 text page numbers.

Response to SEC Letter dated 1/12/2010:

Comment Number

 Page

 Response

1 (prior comment 17)

 49

 Revised footnote (2) and (5) to clarify that the allocation of Pacific Opportunity Capital Ltd.’s invoiced amount between Mr. Brown and Ms. Wong.

2 (prior comment 18)

 57

 “Related Party Transactions” expanded to specifically identify all parties in 7B.

 FINANCIAL STATEMENTS

3 (prior comments 22 & 23)

 38

 The Company changed pages 76 and 101 by deleting the references of “Acquisition costs” and reclassify them as “Property holding costs” as they represent holding costs or lease payments.  As a result, descriptions on page 39 also changed to reflect that all such “holding costs” / “lease payments” / “royalty interest buyout” are included in “Property holding costs” and not “Acquisition costs”.

The U.S. GAAP accounting policies described for mineral property costs on pages 92 and 113 have also been changed to agree with the wordings on page 38 of the 20F.

The Company acknowledges: that it is responsible for the adequacy and accuracy of the disclosure in our SEC filings; that neither staff comments nor our changes in disclosure in our filings to the staff comments foreclose the Commission from taking any action with respect to our filings; and that the Company will not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please communicate with the undersigned if there are any questions or difficulties.

Sincerely,

/s/ Winnie Wong

Winnie Wong

Corporate Secretary

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

CORRESP
1
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Rare Element Resources LTD

RARE ELEMENT RESOURCES LTD.                                       TSX-V:RES

325 Howe Street, #410, Vancouver, British Columbia  Canada  V6C 1Z7

Telephone: 604-687-3520

Facsimile: 604-688-3392

e-mail: wwong@pacificopportunity.com

website: www.rareelementresources.com

December 21, 2009

Doug Brown

US Securities and Exchange Commission

100 F. Street North East

Washington, D.C.  20549-7010

RE: Form 20-FR Registration Statement

    Rare Element Resources Ltd.; SEC file # 000-53834

Dear Mr. Brown

You are being sent by US Mail: three “track changes” copy of the Company’s Form 20-FR Registration Statement Amendment #1, illustrating the changes, for your use.

The actual Form 20-FR Registration Statement Amendment #1 will be filed via EDGAR.

Below is a “response to comment” table outlining the Company’s response to each comment, cross-referenced to Form 20-FR Registration Statement Amendment #1 text page numbers.

Response to SEC Letter dated 12/15/2009:

Comment Number

 Page

 Response

1

 Responses in amendment indicated by “track changes”.  Related sections amended where appropriate.  Amendment updated.

2

 Company anticipates completing “review” prior to “effectiveness”

3

 Amendment updated.

4

 22&27

 Eden Lake REE Project discussion updated.  With the Eden Lake Project being optioned out, there is minimum effect on the Company’s working capital position.

5

 1

 Typo on cover page fixed.

6

 3

 Misleading language in “Introduction” deleted.

7

 3

 “Forward-Looking Statement” section in Introduction revised to eliminate any suggestion that such statements are “forward-looking statements” within the meaning of Federal securities law.

8

 10

 “Risk Factors” expanded to include potential effects of fluctuations in the currency exchange rate.

9

 17-21

 “REE Exploration Activities”, “Gold Exploration Activities” and “Eden Lake property” discussion are all in chronological order now.

10

 32

 The “internal controls” of the Company is effective.  The Canadian regulators require the Company to disclose any potential areas of weaknesses and the Company errs on the conservative side and indicates the internal controls have an inherit weakness in the area of management override and segregation of accounting duties, in that the accounting staff is small in number and it is not practical or cost effective to increase accounting personnel to enable the segregation of all accounting duties in a company of this size.  The management of the Company believes that the internal controls are properly in place and are working effectively for the size of the Company.

11

 34-36

 “Results of Operations” revised to present a more retroactive analysis without discussion of future goals.

12

 52

 “Trend Information” expanded to provide discussion of macro corporate activities with cross-references to section where further details are presented.

13

 ITEM #5.F. “Tabular Disclosure of Contractual Obligations” expanded to comply with instructions.

14

 ITEM #6 resumes of Officers/Directors revised to include more description regarding the experience for the last five years.  Based on the information provided by the Officers/Directors, the Company included some precise dates (month year) of their affiliations.

15

 42 & 45

 ITEM #6 and Table #6 revised to discuss the potential impact that many of the Company’s Directors and Senior Management spend material portions of their time on business other than the Company.

16

 49

 Table #9, Footnote #2 expanded to disclose name of private company being “Pacific Opportunity Capital Ltd.”.

17

 49

 Winnie Wong is hired by Pacific Opportunity Capital Ltd., Mark Brown’s private company.  Ms. Wong acts as the Corporate Secretary and Mr. Brown acts as the Chief Financial Officer while Pacific Opportunity Capital Ltd. charges the Company for the managerial, accounting and administrative services provided by Mr. Brown, Ms. Wong and other staff at Pacific Opportunity Capital Ltd. Therefore, other than options granted to Ms. Wong which are disclosed in the table, Ms. Wong is not receiving any compensation directly and refers “all other compensation” to Mr. Brown’s in Table #9.

18

 57

 “Related Party Transactions” expanded to specifically identify all parties in 7B(b) – Donald E. Ranta (president) and 7B(c) – Pacific Opportunity Capital Ltd.  However, for 7B(a), we do not see the value for adding the details of this related party as in fiscal 2009, there was no balance.

19

 58

 ITEM #8.A.7. “Legal/Arbitration Proceedings” expanded to include “defendant” discussion. (nothing proceeding/pending)

20

 66

 ITEM #10.G expanded to include address of auditor.

21

 “Introduction” typo referring to development fixed.

Financial Statements revised to include heading “Exploration Stage Company”.

 FINANCIAL STATMENTS

22

 38

 The Company is indicating on page 38 of the 20F that because there has not been any capitalized amount per U.S. GAAP, there is no amount to perform the impairment test on.  Thus, no impairment test was performed.  Therefore, there is no change to the 20F nor Note 15 of the 6/30/09 year-end financial statements.

23

 38

 The Company acquired Paso Rico Resources Ltd. (“Paso Rico”) effective July 1, 2003 in a transaction that was considered a reverse takeover, with Paso Rico the continuing entity for accounting purposes. Paso Rico owned 100% of the Bear Lodge Property in northeastern Wyoming, USA and the historical ‘acquisition’ costs incurred by Paso Rico had been limited to property holding costs, Paso Rico having originally acquired its interest from Phelps Dodge Mining Company for consideration consisting solely of an exploration work commitment. Since then, all amounts incurred by the Company on the property continue to relate to exploration, with the ‘acquisition’ amounts continuing to represent holding costs or lease payments. In the current year, the Company paid $23,000 to buy out its share of a royalty interest associated with the property, and this was reported as an ‘acquisition’ cost. However, in terms of materiality or impact, we don’t consider that such a payment should be distinguished from exploration costs in respect to applying accounting policies under either Canadian or US GAAP.  The Company has not achieved the “development” stage yet; thus, all the amounts would have been expensed under the U.S. GAAP.

24

 The Company has provided the “Cautionary Note to U.S. Investors” on the Company’s website: www.rareelementresources.com.

 REE Exploration Activities

25

 18,27

 Numerical references to non-reserve information deleted from revised discussion.

26

 18,27

 Numerical references to non-reserve information deleted from revised discussion.

27

 18,27,29

 Numerical references to “sample ranges”, “REE concentrations”, etc. are deleted in revised text.

The Company acknowledges: that it is responsible for the adequacy and accuracy of the disclosure in our SEC filings; that neither staff comments nor our changes in disclosure in our filings to the staff comments foreclose the Commission from taking any action with respect to our filings; and that the Company will not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please communicate with the undersigned if there are any questions or difficulties.

Sincerely,

Winnie Wong

Winnie Wong

Corporate Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

        December 15, 2009

Winnie Wong Corporate Secretary Rare Element Resources Ltd. 325 Howe St., #410 Vancouver, BC V6C 1Z7
 Re: Rare Element Resources Ltd.
 Form 20-F
  File No. 0-53834
  Filed November 17, 2009

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.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Provide complete responses and, where disc losure has changed, indicate precisely
where in the marked version of the amendment you file we will find your responsive changes.  Similarly, to the extent comments on one section apply to
similar disclosure elsewhere, please make  corresponding revisions to all affected
disclosure.  Further, please provide update d disclosure with each amendment.  This
will minimize the need for us to repeat similar comments.
 2. The Form 20-F registration statement will become automatically effective 60 days from the date you filed it with the Commission.  Upon effectiveness, you will
become subject to the reporting requiremen ts of the Securities Exchange Act of
1934.  As a voluntary filing, you may withdraw the filing so that it does not become

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 2
effective in a deficient form. Please c ontact us if you need to discuss this
alternative.
 3. Please provide updated disclosure with each amendment.  For example, we note various events disclosed in the notes to your financial st atements not disclosed in
the registration statement.
 4. We note your disclosure of the acquisition of the Eden Lake REE Project in the Property, Plants, and Equipment section.  Please update your disc losure to address
the acquisition throughout the filing, includ ing the potential effects on your working
capital position.
 Cover Page

 5. We note that you checked the box indicating that you have been subject to the filing requirements of Section 12 or 15(d) of the Securities Ex change Act of 1934 for the
past ninety days.  Please revise your cover page to indicate th at you have not been
subject to the filing requiremen ts for the past ninety days.
 Introduction, page 3

6. We note your statement referring the reader “to the actual corp orate documents for
more complete information than may be contained in th[e] Registration Statement.”
Please revise or remove any statement im plying that the registration statement is
incomplete.
 Forward-looking Statements, and This Regist ration Statement Contains Forward-looking
Statements…

7. You are not currently subject to the reporting requirements of Exchange Act Sections
13(a) or 15(d). Therefore, the safe harbor the Private Securities Litigation Reform Act
of 1995 provides does not apply.  If you retain these sections, please revise them to eliminate any suggestion that the statements to which you refer are “forward looking
statements” within the meaning of federal securities law.  We refer you to Exchange
Act Section 21E in general and Section 21E(a)(1) in particular.

Risk Factors, page 8

8. Please include a risk factor addressing the potential effects of fluctuations in the
exchange rate given its effect on you in the past.
 REE Exploration Activities, page 15

 9. We suggest that you present this section in chronological order, rather than reverse
chronological orde r, for clarity.

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 3  Internal Control Over Financial Reporting, page 29

 10.  Your statement that your internal controls over financial reporting were effective is inconsistent with the statement that your internal controls “have an inherit weakness.”  Please revise or advise.
 Results of Operations, page 29

 11. We note that parts of your discussion of your results of  operations are prospective
in nature, reflecting anticipated goals for each period and do not re flect a retroactive
analysis of what occurred in the give n period.  Please update your discussion of
your results of operations to reflect what occurred in each period instead of what the
company anticipated it would acco mplish in the following period.

Trend Information, page 35

12. We note that you have provided no informati on under this heading other than to say
that there are no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on your operations or financial condition.
The guidance in Item 5.D of Form 20-F requires that you also address such matters that would cause reported financial inform ation not necessarily to be indicative of
future operating results or  financial condition.
 We ask that you further consider these disc losure requirements.  For example, given
that you report $581 thousand in cash exploration costs in fiscal year 2009, your disclosure on page 13 indicating that you expect to spend $2 million on these types of costs in 2010 suggests that the rela ted activity reported in your 2009 financial
statements is not indicative of your future  operating results or financial condition.
If there are other aspects of your financ ial reporting that you expect will exhibit
material change, these to o should be addressed.
 If you have disclosed such matters elsewhere in your filing, we suggest that you provide a concise summary under this head ing and cross reference the sections
where further details are presented.  Please comply with this requirement.
 Tabular Disclosure of Contractual Obligations, page 35

 13. Provide, in the tabular format prescribed in Item 5.F of the Form 20-F, disclosure of
your contractual obligations.
 Directors, Senior Management, and Employees, page 37

 14. Please eliminate any gaps or ambiguities regarding your officers and directors’
experience for the last five years by indi cating both the month and year that the
individuals served in their previous or current positions.

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 4  15. We note that your Contractor Agreement st ates that Mr. Ranta will devote 60% of
his time to the company.  Please include  the amount of time Mr. Ranta and other
directors and senior management will devote to the company in the event they have
other commitments that would prevent them  from contributing all of their time to
the company.
 Senior Management Compensation, page 42

 16. Identify the private company by name referenced in footnote 2 to the Senior Management Compensation Table.
 17. We note that Ms. Winnie Wong’s compensation is included in the All Other Compensation column of Mr. Mark Brow n’s row in the Senior Management
Compensation Table.  Please include comp ensation paid to Mr. Wong in the row
reflecting the compensation of Ms. Wong or provide an explanation as to why her
compensation should be aggregat ed with that of Mr. Brown.
 Related Party Transactions, page 50

 18. Revise your disclosure to sp ecifically identify the partie s referenced in the related
party transactions.
 Legal/Arbitration Proceedings, page 51

 19. We note your statement that the company is not involved as a plaintiff in any
material proceeding or pending litigation.  Please revise to indicate whether the company is not involved as a defendant in any material proceeding or pending
litigation
 Statement by Experts, page 59

 20. Please provide the address of De Visser Gray LLP.
 Financial Statements

General

21. We note your disclosure in the third pa ragraph on page 3 stating that you had
expended $1.6 million on “acquisition/development.”  Given that you have not established proven or probable reserves, as defined in Industry Guide 7, we ask that
you remove the reference to development.  Pl ease also clarify in the headings of the
financial statements that Rare Elem ent is an exploration stage company.
 Note 15 – Differences Between Canadian and U.S. GAAP, page 85

22. We note your disclosure on page 33, expl aining that under U.S. GAAP, resource

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 5
properties are reviewed for impairment whenever circumstances change which
could indicate that the carrying amount may not be recoverable.
 Given that you report both current-period operating and cash flow losses and have a
history of operating and cash flow losses, we would expect your policy under U.S.
GAAP to require impairment testing at each period-end as long as either of these conditions persists to comply w ith paragraph 8(e) of SFAS 144.

23. We note your disclosure explaining th at under U.S. GAAP, all exploration
expenditures are expensed until an independent feasibility study has determined that the mineral rights are capable of economi c commercial production.  We require
further details about your accounting methodology.  Under U.S. GAAP, the costs of acquiri ng properties and mineral rights are
generally capitalized, although these costs would be subjec t to impairment testing,
following the guidance in SFAS 144 and EITF  04-3.  Under U.S. GAAP it is also
important to distinguish betw een exploration and development costs, and to ensure
correlation of these terms with your reserve findings.   The costs incurred after mineral reserves  have been established are commonly
developmental in nature, when they relate to constructing the infrastructure
necessary to extract the reserves, prepari ng the mine for production, and are on this
basis capitalized.  On the other hand, exploratory costs are those typically
associated with efforts to search for a nd establish mineral reserves, beyond those
already found, and should be expensed as incurred, regardless of whether you have
established reserves on other properties.

Please revise your disclosures under this heading and on page 33 to clarify and tell us of any revisions that you believe woul d be necessary for your accounting under
U.S. GAAP to adhere to this guidanc e.  We expect that you will need to
differentiate between acquisition, ex ploration and development costs.
 Engineering Comments

 General

 24. We note that you refer to or use the terms such as potential mineralization, drill
indicated resources, measured, indicated, or  inferred resources on your website.  As
you may know, for U.S. reporting purposes, m easures of mineral reserves must be
consistent with the definitions set forth in Industry Guide 7.  These generally differ
from measurement systems that guide the estimation of resources.  If you continue
to make references on your web site to reserve measures other than those
recognized by the SEC, please accompany such  disclosure with cautionary language
comparable to the following:

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 6
“Cautionary Note to U.S. Investors - The United States Securities and
Exchange Commission limits disclosu re for U.S. reporting purposes to
mineral deposits that a company can economically and legally extract or
produce.  We use certain terms on this web site, such as “reserves,” “resources,” “geologic resources,” “proven,” “probable,” “measured,” “indicated,” or “inferred,” which may not be consistent with the reserve
definitions established by the SEC.  U.S. investors are urged to consider closely the disclosure in our Form 20-F.  You can review and obtain copies of
these filings from our website at http://www.sec.gov/edgar.shtml
.”

Please indicate the loca tion of this disclaimer in your response.
 REE Exploration Activities, pages 16 & 19

 25. We understand that you are presenting your non-reserve information pursuant to the
guidance in Instruction 3 to paragraph (b ) (5) of Industry Guide 7.  Under these
circumstances, it is important to clearly  distinguish between proven and probable
reserves, which have a clearly defined t echnical, legal, and economic meaning, and
non-reserve mineralization.  If you choose to  present such non-reserve information,
please reposition this information to a separa tely titled section, ha ving disclosure of
your measured and indicated mineral resour ces, apart from your inferred mineral
resources, using separate tables and narra tives.  In presenting this information,
resources should only be reported as an “i n-place” tonnage and grade, not as units
of product, such as ounces of gold or pounds of copper, and not as contained mineral.  The relative quality, reliability, and risk associated with your estimates
should be addressed sufficiently to distinguish each mineral resource category.  Please also include cautionary disclosure – comparable to that suggested above - ,
prominently displayed above each table, clarifying that your mineral resources,
whether measured and indicated or inferre d, while disclosed pursuant to Canadian
requirements, are not recognized terms w ithin the definitions prescribed by the
SEC, and are not reserves.  Please em phasize the uncertainty of whether your
measured and indicated mineral resources wi ll ever be converted into reserves, and
whether your inferred mineral resources will  ever be upgraded into another category
of resources, while specifying the particular  aspects of the reserve definitions which
have not been satisfied for each category of resources.
 26. The cutoff grade is a critical component used to evaluate the potential of the
mineral properties.  Please disclose the assumed commodity prices, operating costs
and recovery parameters used to determine your cutoff grade estimate.  Please show that this calculation demonstrates the cu toff grade or tenor used to define your
mineral resource has reasonable prospects for economic extraction.  In establishing
your cut-off grade, your disclosure must realistically reflect the location, deposit
scale, continuity, assumed mining method, metallurgical processes, costs, and
reasonable metal prices, i.e. based on  a three-year historic average.

Winnie Wong
Rare Element Resources Ltd. December 15, 2009 Page 7  Property History, page 24

 27. We note your use of sample ranges and terms such as the highest REE
concentrations.  When reporting the resu lts of sampling and chemical analyses,
please revise your disclosure to addr ess each of the following regarding
mineralization of existing or potential economic significance on your property:

• Disclose only weighed-average sample analyses associated with a measured
length or a substantial volume.

• Eliminate all analyses from “grab” or “dump” samples, unless the sample is of a substantial and disclosed weight.

• Eliminate all disclosure of the highest or best values/grades of sample sets.
Present a balanced disclosure of the drill and sampling results

• Eliminate grades disclosed as “up to” or “as high as” or “ranging from.”

• Eliminate statements containing gr ade and/or sample-width ranges.

• Aggregated sample values from relate d locations should be aggregated based
on a weighted average of lengths of the samples.

• Generally, use tables to improve read ability of sample and drilling data.

• Soil samples may be disclosed as a weighted average value over an area.

• Refrain from reporting single soil sample values.

• Convert all ppb quantities to ppm  quantities for disc