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QRE Niocorp Developments Ltd.

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Share Name Share Symbol Market Type
Niocorp Developments Ltd. TSXV:QRE TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Quantum Proceeds With Acquisition of Silver Mountain

08/03/2010 3:07pm

Marketwired Canada


Quantum Rare Earth Developments Corp. (TSX VENTURE:QRE) ("Quantum", the
"Company"), is pleased to provide an update that the previously announced
agreement to acquire Silver Mountain Mines Corp. ("Silver Mountain"), a private
Nevada corporation, is proceeding. On October 7, 2009, the Company announced the
deferral of the proposed transaction to acquire Silver Mountain until such time
as the Company had successfully graduated to Tier 2 of the TSX Venture Exchange.
As stated in the original news release (see NR September 11, 2009), the Company
announced the entering into of an agreement to acquire Silver Mountain. Since
the time of the original announcement, Silver Mountain has closed a private
placement and entered into two transactions to acquire additional property
interests as described below.


On December 20, 2009, Silver Mountain entered into a Letter of Intent ("LOI") to
acquire North East Minerals Pty. Ltd. ("North East"), a private Australian
company, that owns a 100% interest in West Australian Tenement E29/679 (fully
granted), known as the Jungle Well Project, and a 100% interest in West
Australian Tenement E38/2374 (pending grant), known as the Laverton Project.
Both the Jungle Well and Laverton projects are considered prospective for the
occurrence of rare earth elements (REE).


The projects are located in the same mineral field where Lynas Corporation
Limited's (ASX:LYC) Mt. Weld rare earth deposit is being developed. The Mt. Weld
project is a significant world class deposit with a reported resource of 7.7Mt
at 12% for 917,000t rare earth oxides. Lynas Corporation Limited is solely
focussed on the deposit with a current market capitalization of A$280 million.
Lynas has recently announced a A$522m funding package with China Non-Ferrous
Metal Mining Group. Development of the deposit has commenced with the first
mining campaign at Mt. Weld and surface ore stockpiles are completed. Readers
are cautioned that any similarities between the Mt. Weld deposit and the Jungle
Well or Laverton projects is speculative and has not been proven until such time
as additional work is performed on the property.


The Jungle Well Project is hosted within granted exploration licence EL 29/679
and located 150km west of the Mt. Weld deposit. The tenement covers over 7,500
hectares and recent rock chip samples from a historical trench that was
excavated for the evaluation of diamonds in the late 1990's has returned REE
results. The results for the rock chip samples are detailed in Table 1.


Table 1 - Rock Chip samples



----------------------------------------------------------------------
      ELEMENTS          Ce        Dy        Er        Eu        Gd    
----------------------------------------------------------------------
        Name          Cerium  Dysprosium  Erbium   Europium Gadolinium
        UNITS           Ppm       Ppm       ppm       ppm       ppm   
     09_RD_01(i)      29,300      560       349       130       634   
     09_RD_02(ii)     31,200      429       173       210       772   
----------------------------------------------------------------------
----------------------------------------------------------------------------
    ELEMENTS        La          Nd           Pr           Y          Yb     
----------------------------------------------------------------------------
      Name       Lanthanum   Neodymium  Praseodymium   Yttrium    Ytterbium 
     UNITS          Ppm         Ppm         ppm          ppm         ppm    
    09_RD_01      12,700       6,630       2,120        3,550        292    
    09_RD_02      26,800      14,600       4,990        2,010        129    
----------------------------------------------------------------------------



(i)Sample obtained from an observed dyke within floor of trench. The true width
of the dyke could not be determined.


(ii)Soil sampling from excavated trench (true width unknown).

Based on the data compilation, the project presents Silver Mountain with a drill
ready target. However, assuming acquisition of Silver Mountain by the Company,
it is the Company's intention to carry out ground geophysical surveys to define
the strike extent and delineate further targets before drilling programmes are
carried out.


The Laverton Project is hosted within exploration licence application EL 38/2374
and located 45km north of the Mt. Weld deposit. The tenement covers over 9,600
hectares and contains a magnetic feature that the Company believes warrants
field evaluations.


Terms of the LOI include the payment of $50,000 on signing (paid), with an
additional $50,000 payable on approval of the final agreement, and the issuance
of 1,500,000 common shares upon entering into a formal share purchase agreement
with North East. The Company anticipates Silver Mountain will sign a definitive
agreement with North East prior to the Company's proposed acquisition of Silver
Mountain.


Acquisition of Thunder Bay Claims - Silver Mountain

On November 6, 2009, Silver Mountain entered into an option agreement to acquire
certain mineral claims in the Petry Station, Carre Lake Area and Wawang Lake
area, Thunder Bay Mining Division, of Ontario. The claims encompass 4 separate
claim blocks totaling 590 claim Units (23,600). As quoted from Ontario
Geological Survey Open File Report 5940, (authored by Dyer, R.D. and Breaks,
F.W. 1996) "Preliminary results of the survey show the presence of several
multi-element anomalous areas. This geochemical signature is prospective for
rare-earth element pegmatites..."


Terms of the acquisition to acquire a 100% interest in the claims include
payment of $67,000 on signing (paid), and payment of $12,000 on or before
November 6, 2010, $16,000 on or before November 6, 2011, $25,000 on or before
November 6, 2012, and $35,000 on or before November 6, 2013. In addition, Silver
Mountain agreed to issue to the vendors a total of 300,000 shares, with 100,000
shares issuable on Exchange approval of the proposed acquisition of Silver
Mountain by the Company, 100,000 shares on or before the first anniversary of
Exchange approval and 100,000 shares on or before the second anniversary of
Exchange approval. The Company intends to assume the obligation to pay such
amounts and issue such shares following the acquisition of Silver Mountain. The
vendors in this transaction will retain a 1.5% Net Smelter Royalty, which may be
reduced to 0.75% by paying the vendors the sum of $1,000,000.


Red Lake Claims - Silver Mountain

Silver Mountain currently holds an option to acquire a 100% interest in and to 7
mineral claims consisting of 100 claim units, covering an area of approximately
4,000 acres, located in the Red Lake Mining District, Ontario, known as the Tait
Lake property. Terms of the acquisition call for the payment of $10,000 on
signing which was July 31, 2009 (paid), and $129,000 payable as follows: $24,000
on or before first anniversary, $30,000 on or before second anniversary, $35,000
on or before third anniversary and $40,000 on or before fourth anniversary of
signing. In addition, a total of 150,000 shares are issuable, with 50,000 shares
on signing (issuance deferred until the acquisition of Silver Mountain closes),
50,000 shares on the first anniversary of the agreement, and 50,000 shares on
the second anniversary of the agreement.


Private Placement - Silver Mountain

Silver Mountain completed a private placement in the fall of 2009, consisting of
the issuance of 2,565,000 shares at a price of $0.075 (US funds), for gross
proceeds of $192,375 (US funds). In connection to the private placement, Silver
Mountain agreed to issue a total of 215,000 shares to an arm's-length individual
as a finders fee in assisting in the placement of a large portion of the
financing.


Acquisition of Silver Mountain by the Company

Pursuant to the terms of the September letter agreement, and following entry
into a definitive agreement, Quantum, a wholly-owned Nevada subsidiary of
Quantum ("Acquisition Co.") and Silver Mountain have agreed to carry out a
merger, whereby, on the effective date of the merger, Silver Mountain will be
merged with and into Acquisition Co., with Acquisition Co. carrying on as the
surviving corporation under the name "Silver Mountain Mines Corp." On the
effective date of the merger, all of the Silver Mountain shares will be
cancelled and the former shareholders of Silver Mountain will receive one share
of the Company for each share of Silver Mountain formerly held by such persons.
As a result of Silver Mountain entering into the two transactions described
above and the closing of the private placement, Silver Mountain now has a total
of 7,527,174 shares issued and outstanding, with obligations to issue an
additional 1,950,000 shares under terms of the three agreements, for a total of
9,477,174.


Subject to approval from the Exchange, the Company intends to issue finders'
fees in accordance with TSX Venture Exchange guidelines for services provided by
the finder with respect to the transaction. The finder is not a Non-Arm's Length
Party and such common shares will be issued pursuant to an exemption under
applicable securities laws and will be subject to a hold period as required by
applicable securities laws.


The technical information in this news release has been prepared in accordance
with the CIM guidelines for the disclosure of mineral properties as set out in
National Instrument 43-101 and reviewed on behalf of the company by James
McCrae, P.Geo, a qualified person as defined by National Instrument 43-101.


On Behalf of the Board,

Peter Dickie, President

This press release contains projections and forward-looking information that
involve various risks and uncertainties regarding future events such as: (i) the
closing of the merger with Silver Mountain, (ii) Silver Mountain entering into a
definitive agreement with New West; (iii) the intention to carry out a ground
geophysical survey on the Jungle Well Project; and (iv) the belief that the
Laverton Project's magnetic feature warrants field evaluation. Such
forward-looking information can include statements based on current expectations
involving a number of risks and uncertainties and are not guarantees of future
performance of the Company such as the willingness of the parties to close the
transactions, satisfactory results of the due diligence investigation on the
parties to the transactions, Exchange approval of the transactions and current
economic conditions and the state of mineral exploration and mineral prices in
general. These risks and uncertainties could cause actual results and the
Company's plans and objectives to differ materially from those expressed in the
forward-looking information. Due to conditions precedent to closing, and the
risk that these conditions precedent will not be satisfied, the Company can
offer no assurance that it will close the merger. These and all subsequent
written and oral forward-looking information are based on estimates and opinions
of management on the dates they are made and expressly qualified in their
entirety by this notice. Except as required by law, the Company assumes no
obligation to update forward-looking information should circumstances or
management's estimates or opinions change.


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