Prelim Capital Inc. (“Prelim” or the “Company”), a capital pool company, is pleased to announce that, further to its press release dated March 4, 2010, Hudson River Minerals Ltd. (“Hudson River”), has closed the brokered private placement (the “Private Placement”) with IBK Capital Corp. (“IBK”) acting as agent for aggregate gross proceeds of CDN$425,000. The aggregate gross proceeds from (i) the first tranche of the Private Placement, which closed on March 9, 2010, represent the sale of 1,000,000 non-transferrable special warrants of Hudson River (the “Special Warrants”) and (ii) the second tranche of the Private Placement, which closed on March 22, 2010, represent the sale of 3,250,000 Special Warrants, each Special Warrant issued at a price of $0.10 (Canadian) per Special Warrant.
Each Special Warrant will entitle the holder to receive one unit of securities of the Company (a “Unit”) on the date of completion (the “Automatic Exercise Date”) of a proposed qualifying transaction (the “Qualifying Transaction”) with Prelim, originally announced on October 6, 2009. Each Unit comprised within the Special Warrants will consist of one common share in the capital of the Company (a “Unit Share”) and one non-transferrable common share purchase warrant of the Company (a “Warrant”). Each Warrant comprised within each Unit is exercisable into one common share of the Company (a “Warrant Share”) at an exercise price of $0.20 (Canadian) per Warrant Share to the extent such Warrant or a portion thereof is exercised at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months from the respective closing date of each tranche.
IBK and its sub-agent’s received (i) an aggregate cash commission of $38,250 and (ii) an aggregate of 425,000 compensation options (“Agent’s Special Warrants”). Each Agent’s Special Warrant shall entitle the holder to receive one compensation option of the Company (an “Agent’s Compensation Option”) on the Automatic Exercise Date. Each Agent’s Compensation Option shall entitle the holder to purchase one unit of the Company (an “Agent’s Unit”) at $0.10 (Canadian) per Agent’s Unit at any time prior to the date that is 24 months from the closing date of the Qualifying Transaction; each Agent’s Unit being comprised of one common share of the Company (an “Agent’s Unit Share”) with one non-transferrable common share purchase warrant of the Company (an “Agent’s Warrant”) where each Agent’s Warrant will entitle the Agent to purchase one additional common share of the Company (an “Agent’s Warrant Share”) at an exercise price of $0.20 (Canadian) per Agent’s Warrant Share to the extent such Agent’s Warrant is exercised on or before the date that is 24 months from the closing date of the Qualifying Transaction.
In the event that Hudson River does not complete the Qualifying Transaction with Prelim, or such other transaction that would enable the common shares of Hudson River to trade on a recognized exchange, on or before the date that is 6 months from the respective closing date of each tranche (the “Liquidity Event Deadline”), (i) each Special Warrant holder will receive securities of Hudson River equal to 110% of the securities underlying the Special Warrants for no additional consideration and with no further action on the part of the holder, (ii) each Agent’s Special Warrant holder will receive compensation options of Hudson River equal to the number of Agent’s Special Warrants then held with no further action on the part of the holder and (iii) the securities issued pursuant to this Private Placement will be subject to a hold period of four months and a day from the later of the date of the respective closing and the date Hudson River becomes a reporting issuer.
Hudson River will use the proceeds from the Special Warrants issued pursuant to the Private Placement (i) for the expenses of the Private Placement (ii) to complete the Qualifying Transaction with Prelim (iii) for exploration and development of its mineral properties in the “Ring of Fire,” situated in the McFauld’s Lake region of the James Bay Lowlands in Northern Ontario and (iv) for general and administrative expenses.
Hudson River intends to focus its efforts on discovering the next major nickel-copper-platinum group element (Ni-Cu-PGE) deposit in an area known as the “Ring of Fire”, an emerging multi-metals district located in the James Bay Lowlands of Northern Ontario.
In this news release, all information relating to Hudson River has been provided by Hudson River and all information relating to Prelim has been provided by Prelim.
For further information on Prelim please contact:
President and Director
Phone: (416) 214-5858
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
This document may contain forward-looking statements relating to Hudson River’s operations or to the environment in which it operates. Such statements are based on operations, estimates, forecasts and projections. They are not guarantees of future performance and involve risks and uncertainties that are difficult to predict and may be beyond Hudson River’s control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in forward-looking statements, including those set forth in other public filings. In addition, such statements relate to the date on which they are made. Consequently, undue reliance should not be placed on such forward-looking statements. Hudson River disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.