REEMF Rare Element Resources Ltd (QB)

                                                     NOTIFICATION OF LATE FILING

(Check One): [_] Form 10-K     [_]  Form 20-F    [_] Form 11-K  [_] Form 11-K      [X]  Form 10-Q  [_] Form 10-D  [_] Form N-SAR [_] Form NCSR [_]

For Period Ended:      September 30, 2019                            

[  ] Transition Report on Form 10-K

[  ] Transition Report on Form 20-F

[  ] Transition Report on Form 11-K

[  ] Transition Report on Form 10-Q

For the Transition Period Ended: ______________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

____________________________________________________________________________________________

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant

to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period    (Attach Extra Sheets if Needed)

The Company is unable to file its quarterly report on Form 10-Q for the period ended September 30, 2019 within the prescribed time period without unreasonable effort or expense.  Management deems it necessary that additional time be taken in order to ensure that complete, thorough and accurate disclosure of all material information is made in its Form 10-Q.  The Company expects to file its quarterly report on Form 10-Q for the period ended September 30, 2019 within the five calendar day period described in Part II (b) above.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

       Adria Hutchison                                720                        899-1213              

             (Name)                                   (Area Code)          (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or

     Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period

     that the registrant was required to file such report(s) been filed?  

     If answer is no, identify report(s).   [X] Yes   [  ] No ____________________________________________

(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last

     fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

      [  ] Yes     [X]  No

    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state

    the reasons why a reasonable estimate of the results cannot be made.

_____________________________________________________________________________________________

Rare Element Resources Ltd.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  November 14, 2019                                                      By:      /s/ Adria Hutchison                                   

                                                                                                      Principal Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.