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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
(an exploration stage company, the “Company”) as of December 31, 2014 and 2013, and the related consolidated
statements of operations and comprehensive loss, changes in shareholders’ equity, and 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. We also have audited the Company’s internal control over financial reporting as of December
31, 2014, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management is responsible for
these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying
management’s report. Our responsibility is to express an opinion on these consolidated financial statements and an
opinion on the effectiveness of the Company’s internal control over financial reporting 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 and whether effective internal
control over financial reporting was maintained in all material respects. Our audits of the consolidated financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
