Hudson River closes first tranche of financing

2010-07-08 17:40 ET - News Release

Mr. Stephen Balch reports

HUDSON RIVER MINERALS LTD. CLOSES FIRST TRANCHE OF A NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH UNITS

Hudson River Minerals Ltd. has undertaken a non-brokered private placement of 3,333,333 units of Hudson River issued on a flow-through basis at a price of 15 cents per flow-through unit for gross proceeds of up to $500,000, with an option to increase the size of the offering by an additional 3,333,333 flow-through units in the event the offering is oversubscribed for an aggregate of up to 6,666,666 flow-through units for total gross proceeds amounting to up to $1-million. Each flow-through unit sold under the offering and the oversubscription option consists of one common share in the capital of the company issued as a flow-through share and one-half of one non-flow-through non-transferrable common share purchase warrant. Each whole warrant within each flow-through unit is exercisable into one common share of the company at an exercise price of 30 cents per warrant share to the extent such warrant or a portion thereof is exercised at any time prior to 5 p.m. (Toronto time) on the date that is 24 months from the closing date of the private placement.

The private placement has been oversubscribed and the company has closed the first tranche of the private placement with total subscriptions equal to 3,859,999 flow-through units for total gross proceeds of $579,000.

Finders used to source subscribers pursuant to the private placement will received a commission of no more than 5 per cent of the gross proceeds received from the sale of flow-through units as a result of the efforts of the finder, which commission may be paid in cash, common shares or a combination of cash and common shares as the finder and the corporation agree, which common shares shall be issued at a price of 15 cents per common share.

Hudson River has signed a memorandum of agreement (MOA) with the RRS Syndicate to acquire a 100-per-cent interest in certain gold claims in Northern Ontario. Subject to regulatory approval, and upon completion of a definitive agreement of purchase and sale, the company will acquire the gold claims of RRS Syndicate in exchange for 2.1 million common shares of Hudson River. The details of the definitive agreement of purchase and sale will be outlined in a future news release.

Hudson River will use the proceeds from the flow-through units issued pursuant to the private placement for the exploration and development of its mineral properties in Ontario.

We seek Safe Harbor.