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 issuance.
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 laws.
"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."
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