Quantum Rare Earth Developments Corp.
TSX VENTURE : QRE
FRANKFURT : BR3
PINK SHEETS : QREDF

Quantum Rare Earth Developments Corp.

October 25, 2010 00:30 ET

Quantum Receives Final TSXV Acceptance for Acquisition of Elk Creek and Increases Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 25, 2010) - Quantum Rare Earth Developments Corp. (TSX VENTURE:QRE)(PINK SHEETS:QREDF)(FRANKFURT:BR3) ("Quantum", the "Company") announces that further to its news release of May 4, 2010, it has received final acceptance from the TSX Venture Exchange, subject only to the completion of the private placements described below, for the acquisition of all the issued and outstanding shares of 0859404 B.C. Ltd. ("B.C. Ltd.") a private British Columbia company. BC Ltd.'s wholly owned Nebraskan subsidiary Elk Creek Resources Corp. has secured individual Exploration Lease and Option to Purchase agreements to explore, evaluate and acquire the mineral rights to the Elk Creek carbonatite, located in southeastern Nebraska. The agreements are in the form of five prepaid leases, with an option to purchase the mineral rights at the end of the lease. The acquisition will be completed by way of a three cornered amalgamation between the Company, it's wholly owned subsidiary 08886338 B.C. Ltd. and B.C. Ltd. pursuant to which the Company will issue 18,990,539 shares to the shareholders of B.C.Ltd. On closing of the amalgamation, the Company will pay a finder's fee of 1,034,348 common shares to Lockwood Financial Ltd. of Calgary, Alberta.

Quantum is also pleased to announce that further to its news releases dated September 21, and October 13, 2010, due to significant demand and market pricing, it has agreed with MGI Securities Inc. (the "Agent") to increase the size of its private placements to $6,500,000 (the "Offering"), of which $2,500,000 will be from the sale of flow-through units and $4,000,000 from the sale of 2 sets of non flow-through units. The Offering is comprised of up to 8,333,333 flow-through units at $0.30 per flow-through unit; 8,000,000 non flow-through units at $0.25 per unit; and 6,451,613 non flow-through units at $0.31 per unit.

The terms of each unit offering are as follows:

Each Flow-Through Unit will consist of one flow-through share (a "Flow-Through Share") which qualifies as a "flow-through share" for tax purposes of the Income Tax Act (Canada), and one-half of one common share purchase warrant (a "FT Warrant"). Each full FT Warrant will entitle the holder thereof to purchase one additional non flow-through common share in the capital of the Company at an exercise price of $0.40 per common share for a period of 36 months from the Closing Date of the Offering.

Each $0.25 non flow through Unit will consist of one common share and one-half of one common share purchase warrant (a "$0.35 NFT Warrant"). Each full $0.35 NFT Warrant shall be exercisable into one common share at an exercise price of $0.35 per common share for a period of 36 months from the Closing Date. Each $0.31 non flow through Unit will consist of one common share and one-half of one common share purchase warrant (a "$0.41 NFT Warrant"). Each full $0.41 NFT Warrant shall be exercisable into one common share at an exercise price of $0.41 per common share for a period of 36 months from the Closing Date.

The Offering, while currently fully committed to, is anticipated to close on or before October 28, 2010. The private placements are subject to the approval of the TSX Venture Exchange.

On Behalf of the Board,

Peter Dickie, President

"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."

Contact Information

  • Quantum Rare Earth Developments Corp.
    Peter Dickie
    President and CEO
    (604) 669-9330
    (604) 669-9335 (FAX)
    www.quantumrareearth.com