Prelim Capital Inc.

March 04, 2010 17:00 ET

Prelim Capital, Hudson River Minerals Arrange Private Placement

TORONTO, ONTARIO--(Marketwire - March 4, 2010) - Prelim Capital Inc. (TSX VENTURE:PLM.P)("Prelim" or the "Company"), a capital pool company, is pleased to announce that, further to the Company's proposed qualifying transaction (the "Qualifying Transaction") originally announced on October 6, 2009, with Hudson River Minerals Ltd. ("Hudson River"), Hudson River has engaged IBK Capital Corp. to act as agent (the "Agent") in a brokered private placement (the "Private Placement") of a minimum of 1,000,000 non-transferrable special warrants (the "Special Warrants") and up to a maximum of 5,000,000 Special Warrants of Hudson River at a price of $0.10 (Canadian) per Special Warrant for aggregate gross proceeds of a minimum of $100,000 and up to a maximum of $500,000 (the "Offering").

Each Special Warrant will entitle the holder to receive one unit of securities of the Company (a "Unit") upon completion of the Qualifying Transaction. 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 (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 closing date of the Offering.

The Agent will receive (i) a cash commission of 9% based on the gross proceeds received from the sale of Special Warrants, and (ii) compensation options ("Agent's Special Warrants") equal to 10% of the aggregate number of Special Warrants sold under the Private Placement. Each Agent's Special Warrant shall entitle the Agent 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 (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 Hudson River does not complete the Qualifying Transaction, 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 closing or the date Hudson River becomes a reporting issuer.

Hudson River will use the proceeds from the Special Warrants issued pursuant to the Private Placement for (i) 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 (ii) the expenses of the Qualifying Transaction (iii) the expenses of the Offering 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.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, 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, any information released or received with respect to the 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 transaction and has neither approved nor disapproved the contents of this press release.

Forward Looking Statements

Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various risks. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. Prelim undertakes no obligation to update such forward-looking statements if circumstances or management's estimates or opinions should change, except as required by law. The reader is cautioned not to place undue reliance on such 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.

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