2013-02-01 22:36:11 -
Toronto, Ontario CANADA, February 01, 2013 /FSC/ - Zara Resources Inc. (ZRI - CNQ), ("Zara") is pleased to announce the execution of a non-binding Letter of Intent (the "LOI") with Hudson River Minerals Ltd (TSXV: HRM) ("HRM") whereby Zara will acquire control of 100% of the Forge Lake Gold Project ('Forge Lake") located 32 km northeast of Wawa, Ontario, for the sum of $583,010.
Forge Lake is 14 km south of the Richmont Gold Mine and Mill, and Hudson River has previously conducted a surface sampling program, an airborne magnetic survey and two diamond drill programs. Seventeen holes were drilled in November 2011 and intersected 3.25g/t Au over 12.7 m. In April-June 2012 twelve holes were drilled designed to test
for continuity of mineralization between the two main areas previously drilled, and intersected 7.07 g/t Au over 5.5 m. The exploration to date indicates that the gold-bearing quartz vein system is continuous and can contain high grade gold intersections, with a strike length of 650 m and a dip extent of 350 m.
Zara will acquire Forge Lake by the purchase of all the rights, title and interest to that certain Mineral Exploration License Agreement dated November 1, 2011 ("the License") between Hudson River and 3011650 Nova Scotia Ltd ("Licensor"). The License is subject to an original term of 5 years, a renewal term of a further 5 years and the right to convert from a license into a lease with rights to enter into commercial production. If Forge Lake goes into production there is a 3.0% royalty, of which the first 1.0% can be re-purchased for $1 million and the second 1.0% can be re-purchased for $1 million for each 0.5%.
As consideration, Zara will issue to HRM 5,715,780 common shares of Zara (the "Consideration Shares") at a deemed price of $0.10 per common share of Zara. In accordance with the terms of the LOI, HRM 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, transferring 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.
In addition to the consideration payable to HRM, Zara will issue 2% of the value of the deal to the Licensor, or $11,431.56 payable by 114,316 newly issued Zara shares, and will guarantee three years of license and tax payments to the Licensor.
Closing of this transaction is subject to HRM 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.
This press release has been reviewed and approved by Alan Aubut, P.Geo, an independent geological consultant and a Qualified Person under National Instrument 43-101.
About Zara Resources
Zara is a Toronto based mineral company developing its Pigeon River and Riverbank nickel-copper projects, in Ontario, Canada, as well as the acquisition and development of other Canadian natural resource properties.
For more information please see www.ZaraResourcesInc.com or contact Danny Wettreich at (647) 931 9775 or firstname.lastname@example.org
Forward-Looking Information: This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock of Zara Resources Inc. The forward-looking information is based on certain key expectations and assumptions made by the company's management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the company can give no assurance that they will prove to be correct. These forward-looking statements are made as of the date of this press release and the company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
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