Seymour Ventures Corp. ("Seymour" or the "Company") (TSX VENTURE:
SEY) is pleased to announce that it has completed the acquisition
(the "Acquisition") of Rare Earth Industries Ltd. (formerly REE
Mining Corp.) ("REI"). In consideration of the Acquisition, the
Company issued an aggregate of 54,097 common shares to the
shareholders of REI.
The TSX Venture Exchange (the "Exchange") has also approved the
option agreement (the "Option Agreement") between the Company, REI
and Paget Minerals Corp. ("Paget"), whereby Seymour has the right
to acquire a 60 per cent interest in Paget's Mt. Bisson and Xeno
rare earth element properties. The Company has made the initial
option payment of $62,500 and has issued 100,000 common shares of
Seymour to Paget. An additional $62,500 will be payable to Paget on
the first, second and third anniversaries of the option, together
with an additional 100,000, 150,000 and 200,000 common shares of
Seymour, respectively.
Pursuant to the Option Agreement, Seymour is required to finance
a $350,000 first-year work commitment on the Mt. Bisson property
and an additional $350,000 work program in each of the second and
third years of the option. These additional work commitments can be
completed on either property, as determined by Seymour. Paget will
retain a 100-per-cent interest in the properties until all of the
above payments and share issuances are completed. In the event that
Seymour exercises the option, Seymour and Paget will seek to form a
joint venture to further develop the properties, with each party
contributing to their pro rata portion of the approved exploration
program. If, at any time, a party's interest in the joint venture
is reduced to below 10 per cent, it shall be deemed to have
conveyed its interest proportionately to the other party in
consideration of the right to receive a 2-per-cent net smelter
return (NSR), one-half of which can be repurchased for $1-million.
The parties may jointly purchase one-half of the Pembrook Mining
NSR that exists on each of the Mt. Bisson and Xeno properties
(being 1 per cent) by contributing that portion of $1-million that
equals each party's interest in the property at the time of the NSR
purchase.
The Acquisition and the Option Agreement (the "Transactions")
constitute a Change of Business under the policies of the Exchange.
Seymour is now classified as a resource issuer.
On closing of the Transactions, the subscription receipts issued
in the non-brokered private placement originally announced on
November 17, 2010 have converted into 6,739,154 non-flow-through
units (one common share and one-half of one share purchase
warrant), and 600,000 flow-through units (one flow-through common
share and one-half of one share purchase warrant) of Seymour and
the gross proceeds of $4,800,450.10 have been released from escrow.
Each full warrant entitles the holder to acquire one common share
of Seymour. 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 financing, the Company issued 324,633
finders' warrants. The finders' warrants are exercisable into one
common share of the Company at a price of 73 cents per share until
December 30, 2011 (20,314 warrants), January 17, 2012 (271,710
warrants) and March 18, 2012 (32,609 warrants). The Company also
paid finders' fees of $74,573.90 and issued 211,467 finders' units,
each finders' unit having the same terms as the non-flow-through
units.
Full details of the units issued are as follows:
-- 6,086,970 non-flow-through units and 211,467 finders' units have a hold
period expiring May 18, 2011, with the warrants being exercisable at
$0.85 until January 17, 2012, and at $1.25 in the next six months
thereafter;
-- 652,184 non-flow-through units have a hold period expiring July 19,
2011, with the warrants being exercisable at $0.85 until March 18, 2012,
and at $1.25 in the next six months thereafter; and
-- 600,000 flow-through units have a hold period expiring May 1, 2011, with
the warrants being exercisable into non-flow-through shares at $0.90
until December 30, 2011, and at $1.30 in the next six months thereafter;
The proceeds of the financing will be used by the Company to
finance exploration on the Mount Bisson property, to finance
further acquisitions of rare earth element projects and for general
working capital purposes.
The Board of Directors of the Company now consists of Alastair
Neill, Canon Bryan, Frederic Leigh, Robert Chisholm and Jim
Walchuck. The new management team is comprised of Robert Smith as
CEO, Alastair Neill as President, Reinis N. Sipols, P.E. as COO,
and Canon Bryan as CFO, Corporate Secretary and EVP Corporate
Development.
Rob Smith, CEO of Seymour, commented, "On behalf of Rare Earth
Industries and Seymour, our board of directors and management team
would like to express our gratitude for the unwavering support and
patience of our shareholders. We are committed to our vision of
becoming one of the leading consolidators in all aspects of the
Rare Earth Metals value chain."
The Company has also granted an aggregate of 1,767,037 stock
options to directors, officers and consultants of the Company. The
options have an exercise price of $0.73 and expire in five
years.
Pursuant to the terms of an escrow agreement dated March 28,
2011, among the Company, Computershare, and certain escrowed
securityholders, an aggregate of 2,379,209 common shares have been
placed in escrow, whereby ten per cent will be released on issuance
of the Final Exchange Bulletin, and the balance of such shares will
be released in equal tranches of fifteen per cent every six months
thereafter.
Trading in the common shares of Seymour will resume at the open
of the market on Tuesday, April 5, 2011.
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 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.
Contacts: Seymour Ventures Corp. Mr. Rob Smith CEO (778)
389-7901 rsmith@rareearthindustries.com
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