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