Seymour Ventures Signs Definitive Agreement to Acquire Rare Earth Industries
03 Februar 2011 - 3:00PM
Marketwired
Seymour Ventures Corp. ("Seymour" or the "Company") (TSX VENTURE:
SEY) is pleased to announce that it has now signed the Definitive
Share Exchange Agreement (the "Agreement") to acquire 100 per cent
of the issued and outstanding shares of Rare Earth Industries Ltd.
(formerly REE Mining Corp.) ("REI"). Pursuant to the Agreement, the
Company will issue 10 million common shares (the "Consideration
Shares") of the Company to the shareholders of REI on closing.
As part of the planned change of business, the Company has
previously closed both the flow-through and non flow-through
portions of the non-brokered private placement announced on
November 17, 2010. The aggregate gross proceeds of $4,576,080.50
are 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, and to finance further
acquisitions of rare earth element projects, and for general
working capital purposes.
In addition to any escrow requirements imposed by the TSX
Venture Exchange, the shareholders of REI have agreed that 50% of
the Consideration Shares will be subject to a pooling agreement
whereby 2.5 million shares will be released upon the completion by
the Company of additional financings of not less than $2.5 million,
or the closing by the Company of an acquisition or joint venture
participation in a project with a cost to the Company of not less
than $2.5 million. The remaining 2.5 million shares will be
released upon the completion by the Company of additional
financings of not less than $5 million, or the additional closing
by the Company of an acquisition or joint venture participation in
a project with a cost to the Company of not less than $5
million.
In addition to the proposed Board announced by the Company on
December 29, 2010, on completion of the acquisition of REI, it is
proposed that Jim Walchuck will join the Board of Directors of
Seymour.
Mr. Walchuck, currently the President & CEO of Encanto
Potash Corp., is a mining professional with more than 31 years of
national and international experience in the mining industry,
including work in North America, Slovakia, the United Kingdom,
Ghana and Tanzania. As the President and Chief Executive Officer of
Tournigan Gold Corp., Mr. Walchuck raised $45-million in 2006, for
the purpose of developing Tournigan's two key assets and helped
increase Tournigan's market cap from $20-million to approximately
$200-million over a one-year period. Mr. Walchuck was the Mining
Manager for Barrick at the Bulyanhulu gold mine in Tanzania from
1999 to 2002, where he oversaw the building of a
multimillion-ounce, high-grade underground mine in 24 months and
achieved over two million man-hours without a lost-time accident.
Prior to his six-year involvement with Bulyanhulu (first as Senior
Project Manager with Sutton Resources then as Mining Manager for
Barrick), Mr. Walchuck was Manager of Mining and then Manager,
Corporate Operations, for Royal Oak Mines. This was preceded by a
five-year term as Chief Mining Engineer for Tarkwa Goldfields in
Ghana. A member of the Professional Engineers of Ontario for 31
years, Mr. Walchuck holds bachelor degrees in both science and
engineering.
Trading in the common shares of Seymour Ventures will remain
halted until certain additional filings are made with the TSX
Venture Exchange.
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.
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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