Seymour Ventures Corp.
TSX VENTURE : SEY

March 31, 2011 20:09 ET

Seymour Ventures Acquires Rare Earth Industries and Completes Change of Business

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 31, 2011) - Seymour Ventures Corp. ("Seymour" or the "Company") (TSX VENTURE:SEY) is pleased to announce that it has completed the acquisition (the "Acquisition") of Rare Earth Industries Ltd. (formerly REE Mining Corp.) ("REI"). In consideration of the Acquisition, the Company issued an aggregate of 54,097 common shares to the shareholders of REI.

The TSX Venture Exchange (the "Exchange") has also approved the option agreement (the "Option Agreement") between the Company, REI and Paget Minerals Corp. ("Paget"), whereby Seymour has the right to acquire a 60 per cent interest in Paget's Mt. Bisson and Xeno rare earth element properties. The Company has made the initial option payment of $62,500 and has issued 100,000 common shares of Seymour to Paget. An additional $62,500 will be payable to Paget on the first, second and third anniversaries of the option, together with an additional 100,000, 150,000 and 200,000 common shares of Seymour, respectively.

Pursuant to the Option Agreement, Seymour is required to finance a $350,000 first-year work commitment on the Mt. Bisson property and an additional $350,000 work program in each of the second and third years of the option. These additional work commitments can be completed on either property, as determined by Seymour. Paget will retain a 100-per-cent interest in the properties until all of the above payments and share issuances are completed. In the event that Seymour exercises the option, Seymour and Paget will seek to form a joint venture to further develop the properties, with each party contributing to their pro rata portion of the approved exploration program. If, at any time, a party's interest in the joint venture is reduced to below 10 per cent, it shall be deemed to have conveyed its interest proportionately to the other party in consideration of the right to receive a 2-per-cent net smelter return (NSR), one-half of which can be repurchased for $1-million. The parties may jointly purchase one-half of the Pembrook Mining NSR that exists on each of the Mt. Bisson and Xeno properties (being 1 per cent) by contributing that portion of $1-million that equals each party's interest in the property at the time of the NSR purchase.

The Acquisition and the Option Agreement (the "Transactions") constitute a Change of Business under the policies of the Exchange. Seymour is now classified as a resource issuer.

On closing of the Transactions, the subscription receipts issued in the non-brokered private placement originally announced on November 17, 2010 have converted into 6,739,154 non-flow-through units (one common share and one-half of one share purchase warrant), and 600,000 flow-through units (one flow-through common share and one-half of one share purchase warrant) of Seymour and the gross proceeds of $4,800,450.10 have been released from escrow. Each full warrant entitles the holder to acquire one common share of Seymour. The warrants are callable by the Company on 30 days notice in the event that the Company's shares trade at a 50-per-cent premium to the exercise price for a period of 10 consecutive trading days. 

In connection with financing, the Company issued 324,633 finders' warrants. The finders' warrants are exercisable into one common share of the Company at a price of 73 cents per share until December 30, 2011 (20,314 warrants), January 17, 2012 (271,710 warrants) and March 18, 2012 (32,609 warrants). The Company also paid finders' fees of $74,573.90 and issued 211,467 finders' units, each finders' unit having the same terms as the non-flow-through units.

Full details of the units issued are as follows:

  • 6,086,970 non-flow-through units and 211,467 finders' units have a hold period expiring May 18, 2011, with the warrants being exercisable at $0.85 until January 17, 2012, and at $1.25 in the next six months thereafter;
  • 652,184 non-flow-through units have a hold period expiring July 19, 2011, with the warrants being exercisable at $0.85 until March 18, 2012, and at $1.25 in the next six months thereafter; and
  • 600,000 flow-through units have a hold period expiring May 1, 2011, with the warrants being exercisable into non-flow-through shares at $0.90 until December 30, 2011, and at $1.30 in the next six months thereafter;

The proceeds of the financing will be used by the Company to finance exploration on the Mount Bisson property, to finance further acquisitions of rare earth element projects and for general working capital purposes.

The Board of Directors of the Company now consists of Alastair Neill, Canon Bryan, Frederic Leigh, Robert Chisholm and Jim Walchuck. The new management team is comprised of Robert Smith as CEO, Alastair Neill as President, Reinis N. Sipols, P.E. as COO, and Canon Bryan as CFO, Corporate Secretary and EVP Corporate Development. 

Rob Smith, CEO of Seymour, commented, "On behalf of Rare Earth Industries and Seymour, our board of directors and management team would like to express our gratitude for the unwavering support and patience of our shareholders. We are committed to our vision of becoming one of the leading consolidators in all aspects of the Rare Earth Metals value chain."

The Company has also granted an aggregate of 1,767,037 stock options to directors, officers and consultants of the Company. The options have an exercise price of $0.73 and expire in five years.

Pursuant to the terms of an escrow agreement dated March 28, 2011, among the Company, Computershare, and certain escrowed securityholders, an aggregate of 2,379,209 common shares have been placed in escrow, whereby ten per cent will be released on issuance of the Final Exchange Bulletin, and the balance of such shares will be released in equal tranches of fifteen per cent every six months thereafter. 

Trading in the common shares of Seymour will resume at the open of the market on Tuesday, April 5, 2011. 

ABOUT RARE EARTH INDUSTRIES LTD:

Rare Earth Industries Ltd. (formerly REE Mining Corp.) is a private British Columbia corporation engaged in the acquisition, development and operation of projects in the emerging rare earth elements industry. The objective of the Company is to establish an integrated rare earth elements business outside of China that is both profitable and sustainable. Rare Earth Industries has assembled management and technical teams with significant experience and expertise in the rare earth elements industry.

This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements.

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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