Seymour Ventures Corp.

December 30, 2010 19:01 ET

Seymour Ventures Completes Flow-Through Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 30, 2010) - Seymour Ventures Corp. ("Seymour" or the "Company") (TSX VENTURE:SEY) has closed the flow-through portion of the non-brokered private placement previously announced on November 17, 2010, for gross proceeds of $420,000. Under the terms of the private placement, the Company issued an aggregate of 600,000 subscription receipts, at a price of $0.70 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 flow-through 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 $0.90 per share until December 30, 2011, and at a price of $1.30 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 flow-through financing, the Company has issued 21,064 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 non flow-through common share of the Company, at a price of $0.73 per share until December 30, 2011. Upon completion of the Acquisition, the Company will also pay finder's fees of $14,744.97 in connection with the flow-through financing.

All securities issued in the private placement will be subject to a hold period expiring on May 1, 2011.

The proceeds of the offering will be used to finance exploration on the Mt. Bisson property recently optioned by the Company.

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.

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.

Contact Information