Seymour Ventures Completes Flow-Through Financing
31 December 2010 - 11:01AM
Marketwired
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.
ABOUT SEYMOUR VENTURES CORP.:
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.
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.
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.
Contacts: Seymour Ventures Corp. Mr. Craig Goldenberger CEO + 1
866.200.1075 craig.goldenberger@frontier.com
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