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[Letterhead of EKS&H LLLP]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Rare Element Resources, LTD
Lakewood, Colorado
We have audited the accompanying consolidated balance sheets of Rare Element Resources, LTD and subsidiaries
(the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations and
comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2015 and
2014. These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinions.
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, 2015 and 2014, and the
results of their operations and their cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has had no
revenue, significant recurring losses, and has limited liquid assets. These matters raise substantial doubt about its
ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1.
The consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ EKS&H LLLP
EKS&H LLLP
March 29, 2016
Denver, Colorado