Seymour Ventures Corp.

March 18, 2011 20:14 ET

Seymour Ventures Closes Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 18, 2011) - Seymour Ventures Corp. (TSX VENTURE:SEY) ("Seymour" or the "Company") is pleased to announce that, further to its announcement on February 28, 2011, it has closed the final tranche of the non-flow-through portion of the non-brokered private placement originally announced on November 17, 2010.

In connection with this final closing, the Company raised additional gross proceeds of $423,919.60 through the issuance of an additional 652,184 subscription receipts, at a price of $0.65 per subscription receipt. On closing, adjusting for the return of funds to one subscriber that did not consent to the extension of the original escrow deadline from February 28, 2011 to March 31, 2011, the total amount raised into escrow, is now $4,800,450.10. The proceeds of the financing are being held in escrow pending completion of the acquisition (the "Acquisition") of Rare Earth Industries Ltd. (formerly REE Mining Corp.) ("REI") by Seymour as announced previously on September 29, 2010. If the Acquisition is not completed by March 31, 2011, each subscriber will receive a refund of such subscriber's aggregate subscription funds.

Upon completion of the Acquisition, each subscription receipt will automatically convert into one unit of Seymour for no additional consideration. Each unit will consist of one common share and one-half of one share purchase warrant, with each full share purchase warrant entitling the holder to acquire one common share at a price of 85 cents per share until March 18, 2012, and at a price of $1.25 in the next six months thereafter. 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 this closing, the Company has issued 32,609 finder warrants to finders that introduced subscribers for this financing to the Company. Upon conversion of the subscription receipts, each finder warrant will be exercisable into one common share of the Company at a price of 73 cents per share until March 18, 2012. Upon completion of the acquisition, the Company will also pay finders' fees of $21,195.98 in connection with this closing.

All securities issued in this final tranche of the financing will be subject to a hold period expiring on July 19, 2011.

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 additional filings are made with the TSX Venture Exchange.


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.

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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