SEC Info - Quest Rare Minerals Ltd. - ‘40-F’ for 10/31/14

(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent For Service in the United States)

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 78,829,196.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

In accordance with General Instruction B.(1) of Form 40-F, Quest Rare Minerals Ltd. (the “Corporation” or “Registrant”) hereby incorporates by reference Exhibits 99.1 through 99.3 as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction C.(2) of Form 40-F, the Corporation hereby incorporates by reference: (i) Exhibit 99.1, the Corporation’s audited annual financial statements as at October 31, 2014 and 2013, including the report of the auditors with respect thereto and (ii) Exhibit 99.2, management’s discussion and analysis for the fiscal year ended October 31, 2014.

In accordance with General Instruction D.(9) of Form 40-F, the Corporation has filed written consents of certain experts named in the foregoing Exhibits as Exhibits 99.8 through 99.13, as set forth in the Exhibit Index attached hereto.

Certain of the information contained in this Annual Report on Form 40-F, including the documents incorporated herein by reference, may contain “forward-looking information”. Forward-looking information and statements may include, among others, statements regarding the future plans, costs, objectives or performance of the Corporation, or the assumptions underlying any of the foregoing. In this Annual Report on Form 40-F, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking statements and information are based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Corporation’s control. These risks, uncertainties and assumptions include, but are not limited to, those described under the section “Risk Factors” in the Corporation’s Annual Information Form for the fiscal year ended October 31, 2014 (the “AIF”), which is filed as Exhibit 99.3 to this Annual Report on Form 40-F, and could cause actual events or results to differ materially from those projected in any forward-looking statements.

The Corporation’s forward-looking statements contained in the exhibits incorporated by reference into this Annual Report on Form 40-F are made as of the respective dates set forth in such exhibits. In preparing this Annual Report on Form 40-F, the Corporation has not updated such forward-looking statements to reflect any subsequent information, events or circumstances or otherwise, or any change in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof, nor does the Corporation assume any obligation to update such forward-looking statements in the future, except as required by applicable laws.

The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), which references the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves, adopted by the CIM council, as may be amended from time to time by the CIM. These definitions differ from the definitions in the SEC Industry Guide 7 (“Industry Guide 7”) under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.

Accordingly, information contained in this Annual Report on Form 40-F and the documents incorporated by reference herein containing descriptions of the Corporation’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

Unless otherwise indicated, all dollar amounts in this Annual Report on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on October 31, 2014, based upon the noon buying rate payable in Canadian dollars as certified for customs purposes by the Bank of Canada, was U.S. $1.00 = CDN$1.1275.

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report on Form 40-F.

At the end of the period covered by this report, an evaluation was carried out, under the supervision of and with the participation of the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report, the Corporation’s disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Corporation in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the reports filed by the Corporation under the Exchange Act is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

During the process of review and evaluation, it was determined that the Corporation’s disclosure controls and procedures are operating effectively as at October 31, 2014.

It should be noted that while the Corporation’s Chief Executive Officer and Chief Financial Officer believe that the Corporation’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Corporation’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ATTESTATION

The Corporation’s management is responsible for establishing and maintaining internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). An evaluation, under management supervision, was carried out on the effectiveness of the Corporation’s internal control over financial reporting as at October 31, 2014 using the framework and criteria established by the Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework). Based on this evaluation, management has concluded that internal control over financial reporting was effective as at October 31, 2014.

This annual report does not include an attestation report of the Corporation’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Corporation’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Corporation to provide only management’s report in this annual report.

During the period covered by this Annual Report on Form 40-F, no changes occurred in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

The information provided under the heading “Information on Audit Committee” contained in the Corporation’s AIF is incorporated by reference herein. In the opinion of the Board of Directors, all members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act and the rules of the NYSE MKT) and are financially literate. The Board has determined that Michael Pesner is the audit committee financial expert, in that he has an understanding of generally accepted accounting principles and financial statements; is able to assess the general application of accounting principles in connection with the accounting for estimates, accruals and reserves; has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues comparable to the breadth and level of complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements; has an understanding of internal controls and procedures for financial reporting; and has an understanding of audit committee functions.

The Board of Directors of the Corporation adopted a written Code of Business Conduct and Ethics (the “Code”) on July 15, 2009 by which all employees, officers and directors of the Corporation are required to abide. In addition, the Board of Directors encourages a culture of ethical business conduct and believes the Corporation’s high-caliber management team promotes a culture of ethical business conduct throughout the Corporation’s operations, and management is expected to monitor the activities of the Corporation’s employees, consultants and agents in that regard. The Code requires that employees report any observed breach of the Code to the Corporation’s Chief Executive Officer or to the Chairman of the Audit Committee.

It is a requirement of applicable corporate law that directors and officers who have an interest in a material transaction or material agreement with the Corporation disclose that interest and, in the case of directors, abstain from voting in respect of same. These requirements are also contained in the Corporation’s by-laws, which are made available to the directors and officers of the Corporation.

All amendments to the Code, and all waivers of the Code with respect to any of the employees, officers or directors covered by it, will be posted on the Corporation’s website, submitted on Form 6-K and provided in print to any shareholder who requests them. A copy of the Code is available on the Corporation’s website at www.questrareminerals.com. A copy of the Code is also available to shareholders on request from the Secretary of the Corporation. Shareholders wishing to receive a copy of the Code should contact the Secretary of the Corporation at 1155 University Street, Suite 906, Montreal, Québec H3B 3A7, telephone (514) 878-3551.

The information provided under the heading “Information on the Audit Committee – External Auditor Fees” contained in the Corporation’s AIF is incorporated by reference herein. Ernst & Young LLP acted as the Corporation’s independent auditor for the fiscal years ended October 31, 2014 and 2013.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY INDEPENDENT AUDITORS

The information provided under the heading “Information on the Audit Committee – Pre-Approval Policies and Procedures for Audit Services” and “Information on the Audit Committee – External Auditor Fees” contained in the Corporation’s AIF is incorporated by reference herein. All of the services in respect of the Corporation’s external auditor service fees as disclosed in the Corporation’s AIF were approved by the Corporation’s Audit Committee.

The following table lists as of October 31, 2014 information with respect to the Corporation’s known contractual obligations (stated in Canadian dollars).

The information provided under the heading “Information on the Audit Committee” contained in the Corporation’s AIF is incorporated by reference herein. The Board has a separately designated standing Audit Committee established in accordance with Rule 10A-3 under the Exchange Act and the rules of the NYSE MKT. In the opinion of the Board of Directors, all members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act and the rules of the NYSE MKT) and are financially literate.

The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by resolution of the Board of Directors. The Audit Committee meets with the Chief Executive Officer and Chief Financial Officer and the Corporation’s independent auditors to review and inquire into matters affecting financial reporting, the system of internal accounting and financial controls, as well as audit procedures and audit plans. The Audit Committee also recommends to the Board of Directors the auditors to be appointed. In addition, the Audit Committee reviews and recommends to the Board of Directors for approval the annual financial statements, and the related management’s discussion and analysis, and undertakes other activities required by regulatory authorities.

A copy of the Charter of the Audit Committee of the Corporation is annexed as Schedule A to the Corporation’s AIF and is available in printed copy to any shareholder who provides the Corporation with a written request to the Chief Financial Officer at 1155 University Street, Suite 906, Montreal, Québec, Canada H3B 3A7.

The Corporation’s common shares are listed on the NYSE MKT. Section 110 of the NYSE MKT Company Guide permits NYSE MKT to consider the laws, customs and practices of foreign issuers, and to grant exemptions from NYSE MKT listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home-country law. A description of the significant ways in which the Corporation’s governance practices differ from those followed by domestic companies pursuant to NYSE MKT standards is as follows:

Shareholder Meeting Quorum Requirement: NYSE MKT minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on NYSE MKT is required to state its quorum requirement in its by-laws. The Corporation’s quorum requirement is set forth in its by-laws, which provides that a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly-appointed proxy or proxyholder for an absent shareholder so entitled, holding or representing in the aggregate not less than five percent (5%) of the issued and outstanding shares of the Corporation carrying voting rights at the meeting of shareholders.

Proxy Delivery Requirement: NYSE MKT requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Corporation is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Corporation are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Corporation solicits proxies in accordance with applicable rules and regulations in Canada.

Shareholder Approval Requirements: NYSE MKT requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of presently outstanding shares for less than the greater of book or market value of the shares. In general, the rules of the Toronto Stock Exchange are similar, but there are some differences including the threshold for shareholder approval set at 25% of outstanding shares. The Corporation will seek a waiver from NYSE MKT’s shareholder approval requirements in circumstances where the securities issuance does not trigger such a requirement under the rules of the Toronto Stock Exchange.

In addition, the Corporation may from time-to-time seek relief from NYSE MKT corporate governance requirements on specific transactions under Section 110 of the NYSE MKT Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by the Corporation’s home-country law, in which case, the Corporation shall make the disclosure of such transactions available on its website at www.questrareminerals.com. Information contained on the website of the Corporation is not part of this Annual Report.

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do so by the staff of the SEC, information relating to the securities registered pursuant to this Annual Report on Form 40-F or transactions in said securities.

The Registrant filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file the Form 40-F arises.

Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the SEC by an amendment to the Form F-X referencing the file number of the Registrant.

Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereto duly authorized.


QUEST RARE MINERALS LTD. – MINÉRAUX RARES QUEST LTÉE

By:		(s) Peter J. Cashin
		Name: Peter J. Cashin
		Title: President and Chief Executive Officer

Date: January 29, 2015


Title Of Each Class		Name Of Exchange On Which Registered
Common Shares		NYSE MKT LLC


Contractual Obligations	Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Long-Term Debt Obligations		—		—		—		—		—
Capital (Finance) Lease Obligations		—		—		—		—		—
Operating Lease Obligations⁽¹⁾	$	932,221	$	310,465	$	407,558	$	214,197		—
Purchase Obligations		—		—		—		—		—
Other Long-Term Liabilities Reflected on Balance Sheet under Canadian GAAP		—		—		—		—		—

Total	$	932,221	$	310,465	$	407,558	$	214,197		—


Exhibit		Description

		Annual Information

99.1		Audited annual consolidated financial statements as at October 31, 2014 and 2013, including the report of the auditors with respect thereto

99.2		Management’s discussion and analysis for the year ended October 31, 2014

99.3		Annual information form for the year ended October 31, 2014

99.4		Certification of Chief Executive Officer as required by Rule 13a-14(a) under the Exchange Act

99.5		Certification of Chief Financial Officer as required by Rule 13a-14(a) under the Exchange Act

99.6		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.7		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

		Consents

99.8		Consent of Ernst & Young LLP

99.9		Consent of William J. Lewis

99.10		Consent of Richard Gowans

99.11		Consent of Rimant (Ray) V. Zalnieriunas

99.12		Consent of Sam Shoemaker Jr.

99.13		Consent of Jane Spooner

This ‘40-F’ Filing	Date	Other Filings

Filed on:	1/29/15	6-K
For Period End:	10/31/14
	10/31/13	40-F, 40-F/A
	7/15/09
		List all Filings

Quest Rare Minerals Ltd. – ‘40-F’ for 10/31/14

On: Thursday, 1/29/15, at 5:10pm ET · For: 10/31/14 · Accession #: 1193125-15-25821 · File #: 1-35100

Previous ‘40-F’: ‘40-F/A’ on 5/27/14 for 10/31/13 · Latest ‘40-F’: This Filing

Annual Report by a Canadian Issuer — Form 40-F
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40-F — Annual Report by a Canadian Issuer

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Dates Referenced Herein and Documents Incorporated by Reference


For the fiscal year ended October 31, 2014		Commission file number: 001-35100


x Annual Information Form		x Audited Annual Financial Statements