Seymour Ventures Corp.

January 17, 2011 19:06 ET

Seymour Ventures Completes Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 17, 2011) - Seymour Ventures Corp. (TSX VENTURE:SEY) ("Seymour" or the "Company") has closed the non-flow-through portion of the non-brokered private placement previously announced on November 17, 2010. The non-flow-through portion of the offering, which was originally planned for $1.95 million, was subsequently increased and resulted in the Company raising gross proceeds of $4,156,080.50. Under the terms of the financing, the Company issued an aggregate of 6,393,970 subscription receipts, at a price of $0.65 per subscription receipt.

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 on September 29, 2010. If the Acquisition is not completed by February 28, 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 $0.85 per share until January 17, 2012, and at a price of $1.25 in the next 6 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% premium to the exercise price for a period of 10 consecutive trading days.

In connection with the financing, the Company has issued 287,060 finder warrants to finders who 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 $0.73 per share until January 17, 2012. Upon completion of the Acquisition, the Company will also pay finder's fees of $41,652.81 and issue 222,979 finder's units in connection with the financing. Each finder's unit will have the same terms as the private placements units.

All securities issued in the private placement will be subject to a hold period expiring on May 18, 2011.

The Company previously closed the flow-through portion of the non-brokered private placement for gross proceeds of $420,000. The proceeds from the flow-through financing are also being held in escrow pending completion of the acquisition of REI, and will be used to finance exploration on the Mount Bisson property recently optioned by the Company. The net proceeds of the non-flow-through financing will be used to finance further acquisitions of rare earth element projects, and for general working capital purposes.

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. 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.

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 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.

Contact Information