QUANTUM ANNOUNCES ENTRY INTO A MERGER AGREEMENT TO ACQUIRE SILVER MOUNTAIN
April 23, 2010 - Vancouver, B.C.: Quantum Rare Earth Developments Corp. (TSX.V - QRE, FSE - BR3) (the "Company"), is pleased to announce that further to the news release dated March 8, 2010, it has entered into an agreement of merger and plan of reorganization (the "Merger Agreement") dated April 22, 2010 to acquire Silver Mountain Mines Corp., a Nevada corporation ("Silver Mountain").
Pursuant to the terms of the Merger Agreement, the Company, together with a wholly-owned Nevada subsidiary of the Company ("Acquisition Corp.") and Silver Mountain have agreed to carry out a merger, whereby Silver Mountain will be merged with and into Acquisition Corp., with Acquisition Corp. carrying on as the surviving corporation under the name "Silver Mountain Mines Corp." Pursuant to the Merger Agreement, 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. On the date of the Merger Agreement, Silver Mountain had a total of 8,962,173 shares issued and outstanding.
Subject to approval from the TSX Venture Exchange (the "Exchange"), the Company intends to issue 410,486 common shares and pay $51,310.80 as a finder''s fee to Lockwood Financial Ltd. ("Lockwood") upon the closing of the Merger Agreement in consideration for services provided by Lockwood with respect to the transaction. Lockwood 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 parties have agreed to close the merger on or before May 31, 2010, or such other date as the parties may agree to in writing. Completion of the merger is subject to certain conditions including receipt of all necessary regulatory and Exchange approvals and shareholder approval of the merger from the shareholders of Silver Mountain.
Silver Mountain is a private company and is engaged in the business of mineral exploration in Ontario and in Australia through Northeast Minerals Pty. Ltd, an Australian corporation and wholly-owned subsidiary of Silver Mountain ("Northeast"). The direct property interests of Silver Mountain consist of the Red Lake Claims and the Thunder Bay Claims and the indirect property interests consist of the Jungle Well Project and the Laverton Project held through Northeast.
Silver Mountain currently holds an option to acquire a 100% interest in and to 8 claim units located in Tait Township, Kenora Mining Division, Ontario.
Thunder Bay Claims
Silver Mountain currently holds an option to acquire a 100% interest in and to 47 (forty-seven) mineral claims located in the Petry Station, Carre Lake Area, Wawang Lake Area, and Antler Lake Area, Thunder Bay Mining Division of Ontario, which claims encompass 4 separate claim blocks totaling 590 claim units.
Jungle Well Project
The Jungle Well Project is held through Northeast and consists of West Australian Tenement E29/679 (fully granted) and covers over 7,500 hectares.
The Laverton Project
The Laverton Project is held through Northeast and consists of West Australian Tenement E38/2374 (pending grant) and covers over 9,600 hectares.
On Behalf of the Board,
Peter Dickie, President
For further information, contact Peter Dickie, President and CEO of the Company at (604) 669-9330.
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events such as the closing of the Merger Agreement with Silver Mountain and that such merger will occur prior to May 31, 2010. 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.
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.