Seymour Ventures Corp.

December 29, 2010 14:39 ET

Seymour Ventures Announces Proposed Changes to Board

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 29, 2010) - Seymour Ventures Corp. ("Seymour" or the "Company") (TSX VENTURE:SEY) in anticipation of closing the financing transactions announced on November 17, 2010, the Company has now submitted the flow-through private placement documents with the TSX-V. The $420,000 flow-through offering is being conducted through subscription receipts, and will convert into the units of the Company, at an effective price of $0.70 per unit, upon completion of the acquisition of Rare Earth Industries Ltd. (formerly REE Mining Corp) ("REI") by Seymour as announced on September 29, 2010. The Offering proceeds will be held in escrow until such acquisition is completed. The flow-through offering is scheduled to close before the year-end deadline of December 31, 2010. The non-flow-through component of the offering will be filed in due course.

Upon completion of the transaction with REI, the Board of Directors, Management and Advisory Board of the Company will be reconstituted as set out below.

Proposed Board:

Alastair Neill (Director and President) is the former VP sales, Rare Earth Division and VP Business Development for AMR (Now Neo-Material Technologies). Mr. Neill is one of the leading experts in rare earth elements. He brings over 15 years of direct Rare Earth Elements experience with downstream end-users in Korea, Japan, Europe and North America and with suppliers in China. He holds a Master of Business Administration from York University and a Bachelor of Engineering in Material Science from the University of Western Ontario.

Canon Bryan (Director and EVP Corporate Development) is a financial professional who has held management positions for publicly-listed and privately-held companies in North America. Throughout his career, Mr. Bryan has also provided M&A and corporate development services to clients in various industries. In 2007, Mr. Bryan founded Thorium One International Limited, a privately-held nuclear fuel technology company; he continues to serve as director, president and chief executive. He was a founding shareholder of Uranium Energy Corp. in August 2004; UEC recently began production of ISR uranium in the United States. He was a senior financial analyst for Lasik Vision Corporation, which became the world's largest provider of laser refractive surgical services during his tenure (1999-2001). Mr. Bryan has acted as interim chief financial officer for publicly-listed companies in the USA. Mr. Bryan completed his professional studies in accounting with the Certified General Accountants Association of Canada; he is not designated.

Frederic Leigh (Director) has been involved in the junior resource sector for more than 27 years and has had a significant role as founder, director and/or investor in many public companies. He is also the founder and President of Siwash Holdings Ltd., a privately held company which, for over 18 years has invested in early stage opportunities in the resource sector. Siwash was an early investor in successful companies such as, Wheaton River Minerals, Hathor Exploration and Blue Pearl Mining.

Proposed Management:

Rob Smith (CEO) has been an investor and an advisor to a number of natural resource and technology companies, including Ultra Petroleum, and PanAsian Petroleum where he advised the CEO on recent sale to Ivanhoe Energy, Adenyo, for whom he assisted in the recruitment of RIM management, and IMA Resources. Mr. Smith is a partner in Bluestone Partners, a Vancouver-based investment firm that provides its clients access to Public Venture Capital and Private Equity.

Reinis N. Sipols, P.E. (COO) is a mining engineering graduate from Michigan Technological University. He has over 20 years of operational experience in the construction materials industry with most of those managing urban mining operations. Responsibilities included all aspects mine operations and management. He has nearly 10 years of consulting experience beginning as Vice President of Spectra Environmental Group (a Northeastern USA integrated engineering and environmental firm) and most recently as President of Behre Dolbear & Company (USA) Inc. Currently he is Director of Mining & Minerals Projects for The Dalmore Group LLC and is mining operations advisor for Taia LLC, a junior exploration firm active in Sierra Leone. Mr. Sipols is a Professional Engineer in New York, Pennsylvania and New Jersey and has obtained the FINRA Series 7 and 63 certifications.

Proposed Advisory Board:

Paul Matysek is a recognized entrepreneur and strategist, specializing in developing resource-based companies from conception to production. He has over 35 years of exploration and development experience including holding several senior management and/or directorship positions with First Quantum Minerals Ltd., First Majestic Silver Corp. and Energy Metals Corp. Mr. Matysek currently holds directorships in Lithium One Inc. (Founder), Nevada Copper Corp. and Forsys Metals Corp.

Mr. Matysek presently serves as President and Chief Executive Officer of Potash One Inc., a leading junior potash developer in Canada. Over the past three years, Mr. Matysek, has built Potash One's Legacy Project in Saskatchewan from concept to feasibility and is destined to be the first green field potash production facility in over 40 years. Potash One is currently the subject of a $434 million takeover bid by K+S Group of Germany.

Prior to Potash One, Mr. Matysek was the CEO and President of Energy Metals Corporation, a uranium company traded on the New York Stock Exchange and the Toronto Stock Exchange. Energy Metals became one of the fastest growing companies in Canada in the two year period of 2005-2007, having grown from a market capitalization of only $10 million in 2004 to $1.8 billion when it was sold to a larger uranium producer in 2007.

Furthermore, Mr. Matysek has been instrumental in the acquisition and development of a number of significant precious metal and base-metal properties and has been involved in raising over $200-million for various exploration and development projects since 1999. He has a wealth of technical and financial expertise as well as over 25 years of international experience acquiring and developing resources.

Mr. Matysek is an experienced geochemist/geologist with a Bachelor of Science degree from the University of Toronto and a Master¹s of Science degree in Geology from the University of British Columbia.

Martin Rowley has had a distinguished career for over 30 years in the mining industry, being involved in the financing and development of several successful mines. Most notably Mr. Rowley was a co-founder of First Quantum Minerals Ltd in 1996. First Quantum is a highly successful mining and metals company with operations in Zambia and Mauritania in Africa, as well as in Finland, Australia and Peru. Mr. Rowley served as First Quantum's CFO and as a Director until January 2007 and is currently the company's Executive Director, Business Development. He is also non-executive Chairman and a director of Forsys Metals Corp, a leading company in the uranium sector and non-executive Chairman and a director of Lithium One Inc, an emerging company in the lithium sector.

Dr. Anthony Mariano, PhD, has studied rare-earth-elements mineralization on multiple continents, and is a recognized authority on REE mineralogy and deposits at a world level. He has consulted in the fields of rare element and specialty metal geosciences on behalf of such organizations as the United Nations, Molycorp Inc. and CBMM. Dr. Mariano has nearly 50 years experience as a consultant, exploration geologist, senior earth scientist and adjunct professor. His rare-earth-related field experience extends to 52 countries in North and South America, Europe, Asia, Africa, and Australia, as well as Greenland, New Guinea and the Dominican Republic. He has organized and supervised exploration programs for the discovery of carbonatites and genetically related igneous rocks worldwide, and his recent field missions have included the examination of rare earth deposits in East and West Africa, Brazil, Vietnam, China, Thailand, Mongolia, Colombia, Kazakhstan, United States and Canada. Dr. Mariano has authored numerous technical publications, patents and papers on characteristics and methodologies of analyzing rare earths, receiving publication in leading trade publications such as American Mineralogist. His research has extended to field and laboratory studies in the South China REE ion-adsorbed clays, the evaluation of ore deposits formed by supergene-enrichment processes in areas of extreme lateritic weathering, and REE analysis technologies such as cathode ray luminescence. Dr. Mariano was instrumental in the original delineation of rare earth minerals at one of the world's largest rare earth deposits at Mt. Weld, Australia. In 2008, Dr. Mariano was accorded the naming of a newly identified mineral in his honour, Marianoite, a member of the cuspidine group of minerals.

R. Stuart (Tookie) Angus is an independent business advisor to the mining industry. He was most recently Managing Director - Mergers & Acquisitions for Endeavour Financial. Prior to joining Endeavour he was a partner at the Canadian law firm Fasken Martineau DuMoulin and headed that firm's Global Mining Group. For over 30 years, Mr. Angus has focused on significant international exploration, development and mining ventures, and all aspects of their structuring and finance.

Mr. Angus is also Chair of Nevsun Resources Ltd. and Tirex Resources Ltd. and a founding Director of Plutonic Power Corporation. He was a director of First Quantum Minerals Ltd. until June 2005 and resigned as a director of Canico Resource Corp. on completion of a takeover by CVRD and resigned as a director of Bema Gold on completion of a takeover by Kinross. He was also Chair of the Board of BC Sugar Refinery Limited.

The Company also announces that the Strategic Advisory agreement with Byron Securities Limited has been terminated.

Completion of the transaction with REI is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction with REI, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in securities of Seymour Ventures Corp. should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction with REI and has neither approved nor disapproved the contents of this press release.

Trading in the common shares of Seymour will remain halted until certain addition filings are made with the TSX Venture Exchange. The Company will be making application for the waiver of sponsorship requirements of the TSX Venture Exchange in the circumstances of the transaction with REI.


SEYMOUR VENTURES CORP. (TSX VENTURE:SEY) is a digital communications and media company delivering high quality, low‐cost, talk and text around the world. Through its two wholly owned subsidiaries, Eurotel and Tabrio, the Company provides voice over IP connectivity to various telecommunication companies worldwide.


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.

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward‐looking statements" for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward‐looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The company cautions readers that forward‐looking statements, including without limitation those relating to the Company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward‐looking statements.

Neither 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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