SeaMiles Limited

SeaMiles Limited

August 15, 2011 17:53 ET

SeaMiles Private Placement

TORONTO, ONTARIO--(Marketwire - Aug. 15, 2011) - SeaMiles Limited ("SeaMiles" or the "Company") (TSX VENTURE:SEE), North America's premier cruise loyalty provider, announced today that it has entered into an agreement to raise $1,000,000 by way of a private placement of convertible debt. The convertible debt will have a three year term and bear interest at 10% per annum. The debt is convertible, in whole or in part, into common shares of the Company at a conversion price of $0.50 per share. In connection with the financing, the Company will also issue 1,000,000 common share purchase warrants to the holder of the convertible debt to purchase common shares of the Company at an exercise price of $0.10 per share at any time during the next three years. The lender is a related party of the Company. These transactions are subject to the approval of the TSX Venture Exchange.

The proceeds of the financing will be used primarily to pursue opportunities in the development and implementation of solutions in support of venture philanthropy, as well as to repay certain outstanding liabilities of the Company. Coupled with net proceeds of approximately $462,000 U.S. the Company received from the recently settled litigation from Barclays Bank Delaware, the Company is positioned to pursue its new opportunities.


SeaMiles is North America's premier cruise loyalty provider, committed to recognizing and rewarding the cruiser through multiple earning opportunities and best-in-class, maximum award flexibility based on "Any Cruise Line...Any Time". Additional information can be found at

This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, the potential closing date of the private placement and the proposed use of proceeds. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive and regulatory risks. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither the 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.

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