Prelim Capital Inc. announces Closing of Qualifying Transaction with Hudson River Minerals Ltd. and Listing on TSXV
Prelim Capital Inc. (“Prelim” or the “Company”), a capital pool company, is pleased to announce it has completed its qualifying transaction (the “Qualifying Transaction”) with Hudson River Minerals Ltd. (“HRM”). Pursuant to the amalgamation agreement (the “Amalgamation Agreement”) between the parties, after completion of the amalgamation (the “Amalgamation”) Prelim effected a name change such that the resulting issuer of the Amalgamation will carry on its operations as Hudson River Minerals
Ltd. (“Hudson River”). Following completion of the Qualifying Transaction, the common shares of Hudson River will be listed on the TSX Venture Exchange (“TSXV”) under the symbol HRM.
Effective upon completion of the Amalgamation, two shares of HRM were exchanged for one share of Prelim such that following the exchange and after giving effect to the issuance of common shares pursuant to the special warrant financing (the “Special Warrant Financing”)(see the Press Release dated March 24, 2010), current holders of Prelim shares hold approximately 16.58% (4,800,000 shares) of the issued and outstanding shares, current holders of HRM shares hold approximately 68.74% (19,897,299 shares) of the issued and outstanding shares and the investors under the Special Warrant Financing hold approximately 14.68% (4,250,000) of the issued and outstanding shares for a total issued and outstanding capital of 28,947,299 shares. On a diluted basis, there would be 43,762,906 shares issued and outstanding.
Pursuant to the rules of the TSXV, an aggregate of 5,862,500 shares issued to certain shareholders of HRM will be subject to an escrow agreement for a period of 36 months pursuant to a TSXV Tier 2 value security escrow agreement with 10% of the escrowed securities to be released from escrow on the date of the issuance of the TSXV Final Exchange Bulletin approving the listing of the additional Company shares on the TSXV (the “Bulletin Date”), and 15% being released on the dates that are 6, 12, 18, 24, 30 and 36 months following the Bulletin Date. An additional 1,400,000 shares are subject to the CPC escrow rules of the TSXV and will be released at the same rate.
Letters of transmittal were sent to all current registered shareholders of HRM requesting that the HRM shareholders send in all certificates for their HRM securities (including HRM shares, HRM warrants or HRM agent compensation options) to be exchanged for certificates evidencing securities of Prelim issued under its new name, Hudson River Minerals Ltd. Certificates for common shares, warrants and agent’s compensation options of HRM will be exchanged for certificates of common shares, warrants and agent’s compensation options of Hudson River upon surrender of the HRM certificates to Hudson River’s office
The management team of Hudson River consists of Stephen J. Balch – President and Chief Executive Officer, Graham L. Desson – Chief Financial Officer and Brian L. Prill – Corporate Secretary. The Board of Directors consists of Stephen J. Balch, Brian L. Prill, Morley W. Salmon, James S. Borland and Elaine Ellingham.
Full details of the Qualifying Transaction and the experience and qualifications of the management and Board are contained in Prelim’s Filing Statement dated April 29, 2009 and available on www.sedar.com. Shares of Prelim, now known as Hudson River, will commence trading under the symbol HRM on Tier 2 of the TSX Venture Exchange at the opening of the market on Monday May 17, 2010
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.