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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