Seymour Ventures Completes Financing
18 January 2011 - 11:06AM
Marketwired
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.
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.
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.
Contacts: Seymour Ventures Corp. Mr. Craig Goldenberger CEO + 1
866.200.1075 craig.goldenberger@frontier.com
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