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To the Board of Directors and Shareholders
Rare Element Resources, LTD
Page Two
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the degree of compliance with the policies
or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Rare Element Resources, LTD and subsidiaries as of December 31, 2014 and 2013, and the
results of its operations and its cash flows for the year ended December 31, 2014, the year ended December 31,
2013, the six months ended December 31, 2012, and the year ended June 30, 2012, in conformity with accounting
principles generally accepted in the United States of America. Also, in our opinion, Rare Element Resources, LTD
and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2014, based on criteria established in
Internal Control – Integrated Framework (2013)
issued by
COSO.
/s/ EKS&H LLLP
EKS&H LLLP
March 12, 2015
Denver, Colorado
