Feb 4 2011
Seymour Ventures Corp. (TSX VENTURE:SEY) has announced that it has now signed the Definitive Share Exchange Agreement to acquire 100 per cent of the issued and outstanding shares of Rare Earth Industries Ltd.
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.
Source: Seymour Ventures Corp.