Seymour Ventures Corp. ("Seymour" or the "Company") (TSX VENTURE:
SEY) in anticipation of closing the financing transactions
announced on November 17, 2010, the Company has now submitted the
flow-through private placement documents with the TSX-V. The
$420,000 flow-through offering is being conducted through
subscription receipts, and will convert into the units of the
Company, at an effective price of $0.70 per unit, upon completion
of the acquisition of Rare Earth Industries Ltd. (formerly REE
Mining Corp) ("REI") by Seymour as announced on September 29, 2010.
The Offering proceeds will be held in escrow until such acquisition
is completed. The flow-through offering is scheduled to close
before the year-end deadline of December 31, 2010. The
non-flow-through component of the offering will be filed in due
course.
Upon completion of the transaction with REI, the Board of
Directors, Management and Advisory Board of the Company will be
reconstituted as set out below.
Proposed Board:
Alastair Neill (Director and President) is the former VP sales,
Rare Earth Division and VP Business Development for AMR (Now
Neo-Material Technologies). Mr. Neill is one of the leading experts
in rare earth elements. He brings over 15 years of direct Rare
Earth Elements experience with downstream end-users in Korea,
Japan, Europe and North America and with suppliers in China. He
holds a Master of Business Administration from York University and
a Bachelor of Engineering in Material Science from the University
of Western Ontario.
Canon Bryan (Director and EVP Corporate Development) is a
financial professional who has held management positions for
publicly-listed and privately-held companies in North America.
Throughout his career, Mr. Bryan has also provided M&A and
corporate development services to clients in various industries. In
2007, Mr. Bryan founded Thorium One International Limited, a
privately-held nuclear fuel technology company; he continues to
serve as director, president and chief executive. He was a founding
shareholder of Uranium Energy Corp. in August 2004; UEC recently
began production of ISR uranium in the United States. He was a
senior financial analyst for Lasik Vision Corporation, which became
the world's largest provider of laser refractive surgical services
during his tenure (1999-2001). Mr. Bryan has acted as interim chief
financial officer for publicly-listed companies in the USA. Mr.
Bryan completed his professional studies in accounting with the
Certified General Accountants Association of Canada; he is not
designated.
Frederic Leigh (Director) has been involved in the junior
resource sector for more than 27 years and has had a significant
role as founder, director and/or investor in many public companies.
He is also the founder and President of Siwash Holdings Ltd., a
privately held company which, for over 18 years has invested in
early stage opportunities in the resource sector. Siwash was an
early investor in successful companies such as, Wheaton River
Minerals, Hathor Exploration and Blue Pearl Mining.
Proposed Management:
Rob Smith (CEO) has been an investor and an advisor to a number
of natural resource and technology companies, including Ultra
Petroleum, and PanAsian Petroleum where he advised the CEO on
recent sale to Ivanhoe Energy, Adenyo, for whom he assisted in the
recruitment of RIM management, and IMA Resources. Mr. Smith is a
partner in Bluestone Partners, a Vancouver-based investment firm
that provides its clients access to Public Venture Capital and
Private Equity.
Reinis N. Sipols, P.E. (COO) is a mining engineering graduate
from Michigan Technological University. He has over 20 years of
operational experience in the construction materials industry with
most of those managing urban mining operations. Responsibilities
included all aspects mine operations and management. He has nearly
10 years of consulting experience beginning as Vice President of
Spectra Environmental Group (a Northeastern USA integrated
engineering and environmental firm) and most recently as President
of Behre Dolbear & Company (USA) Inc. Currently he is Director
of Mining & Minerals Projects for The Dalmore Group LLC and is
mining operations advisor for Taia LLC, a junior exploration firm
active in Sierra Leone. Mr. Sipols is a Professional Engineer in
New York, Pennsylvania and New Jersey and has obtained the FINRA
Series 7 and 63 certifications.
Proposed Advisory Board:
Paul Matysek is a recognized entrepreneur and strategist,
specializing in developing resource-based companies from conception
to production. He has over 35 years of exploration and development
experience including holding several senior management and/or
directorship positions with First Quantum Minerals Ltd., First
Majestic Silver Corp. and Energy Metals Corp. Mr. Matysek currently
holds directorships in Lithium One Inc. (Founder), Nevada Copper
Corp. and Forsys Metals Corp.
Mr. Matysek presently serves as President and Chief Executive
Officer of Potash One Inc., a leading junior potash developer in
Canada. Over the past three years, Mr. Matysek, has built Potash
One's Legacy Project in Saskatchewan from concept to feasibility
and is destined to be the first green field potash production
facility in over 40 years. Potash One is currently the subject of a
$434 million takeover bid by K+S Group of Germany.
Prior to Potash One, Mr. Matysek was the CEO and President of
Energy Metals Corporation, a uranium company traded on the New York
Stock Exchange and the Toronto Stock Exchange. Energy Metals became
one of the fastest growing companies in Canada in the two year
period of 2005-2007, having grown from a market capitalization of
only $10 million in 2004 to $1.8 billion when it was sold to a
larger uranium producer in 2007.
Furthermore, Mr. Matysek has been instrumental in the
acquisition and development of a number of significant precious
metal and base-metal properties and has been involved in raising
over $200-million for various exploration and development projects
since 1999. He has a wealth of technical and financial expertise as
well as over 25 years of international experience acquiring and
developing resources.
Mr. Matysek is an experienced geochemist/geologist with a
Bachelor of Science degree from the University of Toronto and a
Master1s of Science degree in Geology from the University of
British Columbia.
Martin Rowley has had a distinguished career for over 30 years
in the mining industry, being involved in the financing and
development of several successful mines. Most notably Mr. Rowley
was a co-founder of First Quantum Minerals Ltd in 1996. First
Quantum is a highly successful mining and metals company with
operations in Zambia and Mauritania in Africa, as well as in
Finland, Australia and Peru. Mr. Rowley served as First Quantum's
CFO and as a Director until January 2007 and is currently the
company's Executive Director, Business Development. He is also
non-executive Chairman and a director of Forsys Metals Corp, a
leading company in the uranium sector and non-executive Chairman
and a director of Lithium One Inc, an emerging company in the
lithium sector.
Dr. Anthony Mariano, PhD, has studied rare-earth-elements
mineralization on multiple continents, and is a recognized
authority on REE mineralogy and deposits at a world level. He has
consulted in the fields of rare element and specialty metal
geosciences on behalf of such organizations as the United Nations,
Molycorp Inc. and CBMM. Dr. Mariano has nearly 50 years experience
as a consultant, exploration geologist, senior earth scientist and
adjunct professor. His rare-earth-related field experience extends
to 52 countries in North and South America, Europe, Asia, Africa,
and Australia, as well as Greenland, New Guinea and the Dominican
Republic. He has organized and supervised exploration programs for
the discovery of carbonatites and genetically related igneous rocks
worldwide, and his recent field missions have included the
examination of rare earth deposits in East and West Africa, Brazil,
Vietnam, China, Thailand, Mongolia, Colombia, Kazakhstan, United
States and Canada. Dr. Mariano has authored numerous technical
publications, patents and papers on characteristics and
methodologies of analyzing rare earths, receiving publication in
leading trade publications such as American Mineralogist. His
research has extended to field and laboratory studies in the South
China REE ion-adsorbed clays, the evaluation of ore deposits formed
by supergene-enrichment processes in areas of extreme lateritic
weathering, and REE analysis technologies such as cathode ray
luminescence. Dr. Mariano was instrumental in the original
delineation of rare earth minerals at one of the world's largest
rare earth deposits at Mt. Weld, Australia. In 2008, Dr. Mariano
was accorded the naming of a newly identified mineral in his
honour, Marianoite, a member of the cuspidine group of
minerals.
R. Stuart (Tookie) Angus is an independent business advisor to
the mining industry. He was most recently Managing Director -
Mergers & Acquisitions for Endeavour Financial. Prior to
joining Endeavour he was a partner at the Canadian law firm Fasken
Martineau DuMoulin and headed that firm's Global Mining Group. For
over 30 years, Mr. Angus has focused on significant international
exploration, development and mining ventures, and all aspects of
their structuring and finance.
Mr. Angus is also Chair of Nevsun Resources Ltd. and Tirex
Resources Ltd. and a founding Director of Plutonic Power
Corporation. He was a director of First Quantum Minerals Ltd. until
June 2005 and resigned as a director of Canico Resource Corp. on
completion of a takeover by CVRD and resigned as a director of Bema
Gold on completion of a takeover by Kinross. He was also Chair of
the Board of BC Sugar Refinery Limited.
The Company also announces that the Strategic Advisory agreement
with Byron Securities Limited has been terminated.
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 addition 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 + 1
866.200.1075 craig.goldenberger@frontier.com
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