May 17, 2006
Via U.S. Mail
Daniel T. Farrell
Chief Executive Officer
Quincy Energy Corp.
309 Center Street,
Hancock, MI 49930
Re: Quincy Energy Corp.
Preliminary Proxy Statement on Schedule 14A
Filed April 17, 2006
File No. 0-31501
Dear Mr. Farrell:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Schedule 14A
General
1. Update the proxy statement to provide the latest available
information. For example, disclose (1) which closing conditions
have
been satisfied and in particular, the status of and outcome of the
fairness hearing being held pursuant to California Corporation
Code
Section 25142; (2) any subsequent offers/ proposals that you may
have
received, and (3) your stock price history. To the extent that
you
use brackets to reflect disclosure that will be updated as of the
record date, such as the amount and percentage of shares your
officers and directors hold, please disclose the most current
information that you possess.
2. We note that Mr. Shiffer is currently a director of Energy
Metals
Corporation, an officer of a subsidiary of Energy Metals
Corporation,
a 5.79% owner of Energy Metals Corporation, a director of the
company
and 12.42% owner of the company. Additionally, Mr. Shiffer will
continue to serve as a director of Energy Metals Corporation post-
merger. Please provide your analysis regarding whether the
proposed
transaction is part of a "Rule 13e-3 transaction" as defined in
paragraph (a)(3) of that regulation. Please note that this term
encompasses any series of transactions involving one or more
transactions described in paragraph (a)(3)(i) of the rule and
having
an effect as described in (a)(3)(ii) of the rule. Additionally,
please refer to Section II.D.3 of our Current Issues outline
publicly
available at our website www.sec.gov. We may have further
comment.
3. Please disclose the equity interest that each of Messrs.
Shiffer
and Farrell will have in Energy Metals Corporation, individually
and
on an aggregate basis, after consummation of the merger. We may
have
further comment.
4. Please revise the proxy statement to ensure that you are in
compliance with all of the disclosure requirements of Schedule
14A.
We note for example, insufficient disclosure in the summary term
sheet regarding the material terms and effects of the transaction,
insufficient disclosure regarding the interests of certain of your
officers and directors in the merger transaction and insufficient
disclosure regarding past contacts, transactions and negotiations.
Revise your disclosure accordingly. We may have further comment.
Closing Comment
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
Please contact Mellissa Campbell Duru at (202) 551-3757 or
the
undersigned at (202) 551-3685 with any questions.
Sincerely,
Tangela Richter
Branch Chief
cc: John Lagg, Esq.
(604) 357-1251 (facsimile)
Mr. Farrell
Quincy Energy Corp.
May 17 2006
page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010