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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 Updates Elk Creek Acquisition, Announces Private Placement

21/09/2010 3:02pm

Marketwired Canada


Quantum Rare Earth Developments Corp. (TSX VENTURE:QRE)(PINK
SHEETS:QREDF)(FRANKFURT:BR3) ("Quantum", the "Company") is pleased to announce
receipt of conditional acceptance from the TSX Venture Exchange (the "Exchange")
of the Company's previously announced acquisition of the Elk Creek Carbonatite
project, located south of Lincoln, Nebraska (see NR May 4, 2010). Final
acceptance of the acquisition will occur upon the Company satisfying certain
Exchange conditions, including the closing of a private placement, details of
which are noted below.


The Elk Creek Carbonatite, located in southeastern Nebraska, is an intrusive
complex of carbonatite and related rocks and is host to significant niobium and
rare earth element (REE) mineralization. The Elk Creek Carbonatite is evidenced
by diamond drilling in an oval-shaped magnetic and gravity anomaly approximately
7 kilometers in diameter, making it one of the largest known carbonatite
complexes. 


Historic exploration of the property was conducted by the State of Nebraska,
Cominco American and Molycorp, Inc. during the 1970's and 1980's. At least 113
core holes, totaling in excess of 150,000 feet, were completed within the
outline of the 7-kilometre diameter geophysical anomaly. Detailed drilling of 25
holes was completed within a core zone, which identified high-grade niobium
mineralization. This drilling resulted in a historic resource estimate of "39.4
million tons of 0.82% Nb2O5 and is open to the north, west and at depth"
(Molycorp, Inc. internal memorandum, Feb 05/1986).


A NI 43-101 report on the Elk Creek Carbonatite has been filed at the Exchange
on behalf of the Company and will be available shortly on the corporate website
(www.QuantumRareEarth.com) and on SEDAR.


PRIVATE PLACEMENT:

In conjunction with the conditional approval of the acquisition, the Company is
pleased to announce that it has arranged a brokered private placement with MGI
Securities of Toronto. The placement will consist of up to 3,500,000
flow-through units (the "Flow-Through Units") at a price of $0.30 per
Flow-Through Unit for gross proceeds of up to $1,050,000 and up to 8,000,000 non
flow-through units (the "Hard Dollar Units") at a price of $0.25 per Hard Dollar
Unit for gross proceeds of up to $2,000,000.


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
non flow-through common share in the capital of the Company for a period of 36
months from the Closing Date of the Offering at an exercise price of $0.40 per
common share.


Each Hard Dollar Unit will consist of one common share and one-half of one
common share purchase warrant (a "NFT Warrant"). Each full NFT Warrant shall be
exercisable into one common share at a price of $0.35 per common share for a
period of 36 months from the Closing Date.


Proceeds of the flow-through private placement will be used for qualified
exploration expenditures on the Archie Lake, Saskatchewan rare earth project
(see NR July 6, 2010). Proceeds of the non flow-through private placement will
be used to advance the Elk Creek Carbonatite project and for general working
capital.


MGI will receive a cash commission of 8% of the total gross proceeds raised and
compensation warrants equal to 10% of Flow-Through and Hard Dollar Units sold.
Each Hard Dollar compensation warrant will entitle MGI to acquire one Hard
Dollar Unit of the company, and each Flow-Through compensation warrant will
entitle MGI to acquire one Flow-Through Unit of the Company, on the same terms
and conditions as the respective private placements.


About MGI Securities Inc.

MGI Securities Inc. is an integrated Canadian investment dealer offering
professional wealth management solutions for individual investors, a
comprehensive range of specialized services for institutional investors, and
corporate finance advisory services for issuers, including mergers and
acquisitions, equity underwritings, corporate restructuring, structured
financings, market research, and business valuation services. MGI is based in
Toronto, with additional offices in Winnipeg, Saskatoon, Calgary and London,
Ontario. MGI is a member of IIROC and is a subsidiary of Jovian Capital
Corporation (TSX: JOV). MGI has approximately $1.1 billion in client assets
under administration.


Acquisition of Elk Creek Resources

The acquisition by Quantum involves a 3-cornered amalgamation between the
Company, 0886338 BC Ltd., the Company's wholly-owned subsidiary, and 0859404 BC
Ltd., a private British Columbia company that holds 100% of the issued and
outstanding shares of Elk Creek Resources Corp. Elk Creek is a Nebraskan
corporation that has secured individual agreements to acquire the mineral rights
to the Elk Creek Carbonatite. The agreements are in the form of a five-year
pre-paid lease, with an option to purchase the mineral rights at the end of the
lease. The property was held under a similar type of option agreement by
Molycorp, Inc. in the 1970's and 1980's.


Upon completion of the amalgamation, the Company will issue a total of
18,990,539 common shares in exchange, on a one for one basis, of all the issued
and outstanding shares of 0859404 BC Ltd. The Company has also paid a total of
$500,000 to 0859404 BC Ltd. 


The transaction will not constitute a change of control of Quantum, nor will it
create any new control position shareholders of Quantum. The transaction is not
a non-arms-length transaction. A finders fee in accordance with TSX Venture
Exchange policy will be payable on this acquisition.


For further information on Quantum, contact Peter Dickie, President and CEO at
(604) 669-9330. For further information on the Private Placement, please contact
John McMahon, Investment Banker, at (416) 777-5178, jmcmahon@mgisecurities.com.


On Behalf of the Board,

Peter Dickie, President, CEO

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