Letter Agreement Amendment, dated as of January 18, 2024, to Professional Consulting Agreement, dated as of February 17, 2021, by and between Rare Element Resources, Inc. and Kelli Kast

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Exhibit 10.10.2

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PERSONAL AND CONFIDENTIAL

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January 18, 2024

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Kelli Kast-Brown

2339 Woodbury Lane

Evergreen, CO 80439

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Kelli,

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This letter confirms our discussion regarding the extension of your Professional Services Agreement dated January 1, 2021, as amended, between Rare Element Resources Inc. (the “Company”) and you (the “Agreement”). As we agreed, the Agreement term shall continue through December 31, 2024, unless otherwise terminated pursuant to the terms of the Agreement. Further, I’m pleased to advise you that your updated retainer is based upon an annual rate of $255,000 as of January 1, 2024.  

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This Agreement extension shall be effective as of January 1, 2024. All other terms shall remain unaltered by this extension.

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Thank you, Kelli, for your continued engagement and support of the Company.

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Kind Regards,

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/s/ Brent Berg

Brent Berg

President and CEO

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Agreed to and accepted by:

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/s/ Kelli Kast-Brown

Kelli Kast -Brown