Subject: File No. PCAOB-2012-01
From: Robert L. Leclerc
Affiliation: Quest Rare Minerals Ltd.

September 30, 2012

I am the Chairman of Quest Rare Minerals Ltd., a foreign private issuer whose securities are listed and traded in Canada and on the NYSE MKT. The symbol in each case is QRM.

Financial statements for Quest are prepared in accordance with IFRS. Having reviewed the Proposed Rules on Auditing Standard No. 16, I believe it is appropriate for the SEC, assuming adoption of what has been proposed, to include a clear statement as to which registrants will be required to comply. Please understand that I am not seeking relief or making a plea for an exemption. Clarity is the objective.

If possible, it would be helpful if you could also respond to this message and indicate from a policy perspective whether it is the intention of the SEC to apply the Proposed Rules to foreign private issuers. Unless I missed something in reviewing the materials, nothing is included on this point. If you are able to respond, please use the "reply to all" feature, copying our Audit committee Chairman Michael Pesner.

Robert L. Leclerc