TORONTO, Feb. 24, 2012 /CNW/ - Hudson River Minerals Ltd. ("Hudson River" or the "Company") (TSX-V:HRM) is pleased to announce its intention to complete a
brokered private placement with Macquarie Private Wealth Inc. ("MPW" or the "Agent") to act as agent on a commercially reasonable basis to raise gross
proceeds of up to $750,250 (the "Offering"). The net proceeds of the Offering are expected to be used to fund
exploration work on the Company's Forge Lake gold property and for
general working capital.
The Offering will consist of up to: (i) 6,250,000 common shares to be
issued on a flow-through basis (the "FT Shares") at a price of $0.08 per FT Share and (ii) 3,850,000 units to be issued
on a non-flow-through basis (the "NFT Units") at a price of $0.065 per NFT Unit. Each NFT Unit will consist of one
common share (a "Unit Share") and one common share purchase warrant (a "Warrant"), where each Warrant will be exercisable into one common share (a "Warrant Share") at a price of $0.15 per Warrant Share at any time prior to 5:00 pm on
the date which is 18 months from the Closing Date.
The Company has also granted the Agent the option to solicit
subscriptions for up to $250,000 in additional FT Shares or NFT Units
(the "Over-Allotment Option"), effective upon receipt of subscriptions for such securities and
exercisable within 5 business days of the Closing Date. If the
Over-Allotment Option is exercised in full the Company expects to
receive additional gross proceeds of up to $250,000.
As compensation for acting as agent, Hudson River will pay MPW a cash
commission equal to 7% of the gross proceeds received from the sale of
the FT Shares and NFT Units sold under the Offering and the
Over-Allotment Option and will issue broker warrants (the "Agent's Warrants") to MPW equal to 7% of the total number of FT Shares and NFT Units sold
under the Offering and the Over-Allotment Option. Each Agent's Warrant
entitles the holder to purchase one common share of the Company (an "Agent's Share") at an exercise price of $0.15 per Agent's Share at any time prior to
5:00 pm on the date which is 18 months from the Closing Date.
All securities issued in connection with the Offering will be issued
under exemptions from the prospectus requirement and will be subject to
a statutory hold period of four months and a day from the date of
The Closing Date is expected to be March 16, 2012, or such other date as
mutually agreed upon by the Company and the Agent, and is subject to
certain conditions including the receipt of all necessary approvals,
including the approval of the TSX Venture Exchange (the "Exchange").
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.
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.
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
"This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any state in the United States in which such
offer, solicitation or sale would be unlawful. The securities referred
to herein have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements."
SOURCE Hudson River Minerals Ltd.
For further information:
Hudson River Minerals Ltd.
Stephen J. Balch, President and CEO
David Ellis, Investor Relations