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