Toronto, Canada – June 5, 2024 – Quebec Rare Earth Elements Corp. (formerly, Metallica Metals Corp.) (CSE:QREE) (the “Company“) is pleased to announce that, further to its press release of May 16, 2024, the Company has completed its previously announced non-brokered private placement through the issuance of 4,203,333 common shares (each, a “Common Share“) in the capital of the Company at a price of $0.15 per Common Share and 2,283,000 common shares, issued on a “flow-through” basis (each, a “FT Share“) in the capital of the Company at a price of $0.18 per FT Share for aggregate gross proceeds of $1,041,440 (the “Offering”).
The FT Shares will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada), which also qualify for the Canadian government’s Critical Mineral Exploration Tax Credit.
All securities issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada). Gross proceeds from the sale of the Common Shares will be used for general working capital purposes.
The Offering constituted a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”), as insiders of the Company acquired an aggregate of 2,003,000 Common Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by the insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Offering in an expeditious manner.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
FOR FURTHER INFORMATION PLEASE CONTACT:
QUEBEC RARE EARTH ELEMENTS CORP.
Benoit Desormeaux, CPA
President and Chief Executive Officer
Email: info@QREE.ca
Tel: 1-833-572-2333
Toronto Office:
Suite 401 – 217 Queen Street West
Toronto, ON M5V 0R2 Canada
About Quebec Rare Earth Elements Inc.
Quebec Rare Earth Elements Corp. (QREE) is a mining exploration and development company focused on Rare Earth Elements (REE), primarily in the favourable mining jurisdiction of Quebec. QREE is lead by a Quebec based team that has decades of mining experience across all stages of development, from grass roots discoveries, resource development, economic studies, financing, construction, production and on-going operations. Local community engagement is a core principle on which we seek to build a sustainable, high quality, high integrity business for the benefit of all stakeholders. QREE is listed on the Canadian Securities Exchange under the symbol “QREE”.
This news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.