(Source: MARKETWIRE)Prelim Capital Inc. ("Prelim" or the "Company") (TSX VENTURE: PLM.P), a capital pool company, is pleased to announce it has entered into an arm's length letter of intent (the "LOI") dated September 28, 2009, with Hudson River Minerals Ltd. ("HRM" or the "Corporation"), a company incorporated under the laws of the Province of Ontario, pursuant to which Prelim will, subject to a number of conditions, acquire all of the issued and outstanding securities of HRM. The transaction will constitute the Company's qualifying transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange (the "Exchange").

Under the LOI, shares of HRM will be exchanged for shares of Prelim on the basis of one (1) Prelim share for each HRM share such that following the exchange, current holders of Prelim shares will hold approximately 36.3% (4,800,000 shares) of the issued and outstanding Prelim shares and current holders of HRM shares will hold approximately 63.7% (8,437,500 shares) of the issued and outstanding Prelim shares (the "Proposed Acquisition") before giving effect to the private placement described below.

QT FINANCING

Prior to the Proposed Acquisition, HRM will undertake a private placement for minimum gross proceeds of $600,000 and up to $1,650,000 (the "Offering") by way of a private placement financing of a minimum of (i) 3,500,000 common shares in the capital of the Corporation and up to 10,000,000 common shares in the capital of the Corporation to be issued on a flow-through basis (the "Flow-Through Shares") at a subscription price of $0.15 (Canadian) per Flow-Through Share for a minimum gross proceeds of $525,000 and up to $1,500,000 and (ii) 750,000 common shares in the capital of the Corporation to be issued on a non-flow-through basis (the "Common Shares") and up to 1,500,000 Common Shares at a subscription price of $0.10 (Canadian) per Common Share for minimum gross proceeds of $75,000 and up to $150,000. HRM has agreed (i) to pay IBK Capital Corp. ("IBK") a commission equal to 9% of the aggregated gross proceeds raised pursuant to the Offering, such commission to be paid to IBK in cash or in common shares as IBK decides and (ii) to issue compensation options (the "Agent's Compensation Options") equal to 10% of the aggregate number of Flow-Through Shares and Common Shares sold pursuant to the Offering, where each Agent's Compensation Option shall entitle IBK to one non-flow-through common share (an "Agent's Share") at an exercise price of $0.10 per Agent's Share.

Assuming completion of the Offering, the resulting issuer will have upon closing a minimum of 17,487,500 and up to 24,737,500 common shares issued and outstanding. No non-arm's length parties to the Company hold any securities of HRM and no non-arm's length parties to HRM hold any securities of Prelim.

CONDITION TO CLOSING OF QUALIFYING TRANSACTION

The closing of the Qualifying Transaction with HRM is subject to a number of conditions, including, but not limited to the following:

- HRM having raised a minimum of $600,000 and up to $1.65 million as per the Offering;

- HRM completing a share consolidation to bring its issued and outstanding share capital to 8,437,500 shares immediately prior to the closing of the Qualifying Transaction;

- HRM providing appropriate audited financial statements;

- appropriate receipt and approval of a NI 43-101 technical report;

- completion or waiver of sponsorship;

- receipt of all required regulatory approvals, including the approval of the Exchange, of the Qualifying Transaction;

- completion of all due diligence reviews;

- receipt of all director and shareholder approvals as may be required under applicable laws or regulatory policies; and

- execution of a formal Transaction Agreement.

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. Prelim intends to apply for an exemption from sponsorship requirements; however, there is no assurance that Prelim will obtain this exemption.

A filing statement in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange (the "Policy") on SEDAR at www.sedar.com no less than seven business days prior to the closing of the proposed Qualifying Transaction.