Hudson River Minerals Ltd.

TSX VENTURE : HRM


February 01, 2013 16:00 ET

Hudson River Minerals Ltd. Corporate Update

TORONTO, ONTARIO--(Marketwire - Feb. 1, 2013) - Hudson River Minerals Ltd. ("Hudson River" or the "Company") (TSX VENTURE:HRM) announces that it has entered into a non-binding letter of intent (the "LOI") for the sale of its Forge Lake gold project (the "Property") to Zara Resources Inc. ("Zara") (CNSX:ZRI) in exchange for 5,715,780 common shares of Zara (the "Consideration Shares") at a deemed issue price of $0.10 per common share of Zara. In accordance with the terms of the LOI, Hudson River will be required to distribute the Consideration Shares to its shareholders on a pro rata basis (the "Distribution") within 18 months of closing or the Consideration Shares will be cancelled. However, if the Distribution is not effected within 18 months, the Consideration Shares will not be cancelled if the failure to effect the Distribution is a result of (a) the Distribution not being able to be made in a manner that is exempt from the prospectus requirements under applicable law; or (b) the Distribution would be contrary to applicable law. HRM will be restricted from selling, transfering or otherwise disposing of the Consideration Shares for a period of 18 months following the closing. As a condition to the completion of the sale of the Forge Lake Property, HRM must enter into a voting trust agreement with Danny Wettreich, CEO of Zara, pursuant to which Mr. Wettreich will be able to exercise the voting rights attached to the Consideration Shares until the earlier of (a) 18 months following the closing of the transaction; and (b) the date of the Distribution.

Closing of this transaction is subject to Hudson River and Zara entering into a definitive agreement for the purchase and sale of the Forge Lake Property, regulatory approval and compliance with all applicable securities laws including, to the extent necessary, the approval of the shareholders of Hudson River.

About Hudson River Minerals Ltd.

Hudson River is focused on the discovery of precious metals and base metals in Ontario. The management team identifies underexplored areas that have historical intersections of economic minerals and has experience exploring in areas with little geologic outcrop and that rely heavily on geophysical technologies for discovery. For more details on Hudson River's properties visit our web-site at www.hudsonriverminerals.com.

About Zara Resources Inc.

Zara is a Toronto based mineral company developing its Pigeon River and Riverbank nickel-copper projects in Ontario as well as the acquisition and development of other Canadian natural resource projects. For more information visit the Zara web-site at www.zararesourcesinc.com.

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.

Neither the 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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