HIM.P Himalayan Capital Corp

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Himalayan Capital Corp. (TSX VENTURE:HIM.P) ("Himalayan" or the "Company"), a
Capital Pool Company, has entered into a letter of intent dated September 22,
2011, with Minera Azul Ventures Limitada ("Minera Azul"), a private Chilean
partnership, pursuant to which Himalayan has agreed, subject to certain
conditions, to acquire Minera Azul as its Qualifying Transaction under the
policies of the TSX Venture Exchange (the "Exchange") (the "Transaction"). The
Transaction is an arm's length transaction and on completion thereof, it is
expected that the Company will be a Tier 2 Mining Issuer.


Pursuant to the letter of intent, Himalayan has agreed to offer to purchase all
of the issued and outstanding securities of Minera Azul in exchange for an
aggregate of 10,000,000 common shares in the capital of Himalayan ("Himalayan
Shares") at a deemed price of $0.25 per Himalayan Share, for a total acquisition
price of $2,500,000.


Assuming satisfactory completion of due diligence by Himalayan, it is
anticipated that the definitive agreement will be entered into by October 30,
2011. The definitive agreement will provide for conditions precedent that are
standard for a transaction of this nature, including receipt, by both Minera
Azul and Himalayan, as required, of all regulatory, partner and third party
approvals including Exchange approval. It will also be a condition precedent of
the transaction that Minera Azul arrange a financing (the "Financing") to raise
gross proceeds of not less than $1,500,000 through the issuance of common shares
of Himalayan (or securities convertible into common shares of Himalayan), at a
price of not less than $0.25 per common share (or at a conversion price of not
less than $0.25 per common share). The proceeds of the Financing will be held in
escrow until the closing of the Transaction. There can be no assurance that the
Transaction will be completed as proposed or at all.


The Transaction is an arm's length transaction and therefore will not be subject
to approval of the shareholders of Himalayan.


In connection with the Transaction, it is expected that the members of
Himalayan's current board of directors will be replaced with nominees of Minera
Azul, being David O'Connor, Mike Hoffman and Tony Wonnacott. It is expected that
David O'Connor will also become the President and Chief Executive Officer of
Himalayan, post-Transaction, Brad Boland will become the Chief Financial Officer
and Francisco Schubert will become Country Manager, with Himalayan
post-Transaction.


As part of the Transaction, the certain existing holders of escrow shares of the
Company have agreed to transfer within escrow, subject to Exchange approval,
750,000 Himalayan Shares currently held in escrow to the proposed new directors
and officers of the Company on completion of the Transaction.


Currently, there are 2,350,000 Himalayan Shares outstanding. Upon completion of
the Transaction, the Financing and the issuance of initial shares required under
the property agreements with the current mineral rights holders, it is
anticipated that the resulting issuer will have 19,350,000 common shares
outstanding. The current holders of Himalayan Shares will own approximately 8.3%
of the issued and outstanding common shares of the resulting issuer. Securities
holders of Minera Azul together with participants in the Financing will own
approximately 91.7% of the combined entity. The shares to be issued pursuant to
the proposed Transaction will be subject to the escrow requirements of the
Exchange, if applicable.


Upon completion of the Transaction and the Financing, it is expected that only
the following persons will own 10% or more of the issued and outstanding common
shares of the Company on a fully diluted basis: David O'Connor and Francisco
Schubert.


Each party has agreed to pay for their own costs in connection with the Transaction.

Completion of the Transaction is also subject to the satisfactory completion of
due diligence and the completion of definitive documentation.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.


The shares of Himalayan are currently halted from trading and shall remain so
until completion of the Transaction, or until satisfactory documentation to
allow a resumption of trading is filed with and reviewed by the Exchange.


The Company intends to apply for an exemption from the sponsorship requirement.
There can be no assurance that the Exchange will grant such exemption.


About Minera Azul Ventures Limitada

Minera Azul Ventures Limitada is a mineral exploration company with the rights
to acquire a prospective copper-gold property in La Higuera, Chile (about 600
kilometres north of Santiago). The La Higuera Property was assembled as a result
of the first-time consolidation of mining rights in a historical copper-gold
mining center and is located in a prolific I.O.C.G. ("Iron Oxide Copper-Gold")
belt surrounded by excellent infrastructure in a mining friendly jurisdiction.
To date, mineral property payments of US$230,000 have been made under the
property acquisition agreements. The remaining payments to complete the
acquisition of the properties (to be made over the next 3 years) total
US$4,200,000 and will require the issuance of 2,000,000 Himalayan Shares and the
issuance of 300,000 options (full details of the acquisition terms will be
provided in the filing statement).


The La Higuera Property covers a historic copper mining district with mining
activity dating back to at least the late 18th century; however, there has been
no known modern exploration conduct on the property. Since the consolidation of
the mining rights in June 2011, Minera Azul has initiated a rock sampling
program and completed geophysical work. Part of the proceeds from the Financing
would be used to fund an initial drill program currently being developed by
Minera Azul.


It is expected that upon completion of the Transaction, the management of
Himalayan would be reconstituted with David O'Connor being appointed as
President and Chief Executive Office, Brad Boland being appointed as Chief
Financial Officer and Francisco Schubert would be appointed as Country Manager.
Similarly, following the Transaction, the Board of Directors of Himalayan would
be reconstituted with the appointment of Mike Hoffman, David O'Connor and Tony
Wonnacott (with Tony Wonnacott being appointed as non-executive chairman).


David O'Connor is a geologist with a Masters degree in Mineral Exploration from
the Imperial College in London, England. He has over 30 years' experience in
mineral exploration in various countries, 19 years of which in South America. He
has held senior positions in major companies, including Officer in Charge of
Olympic Dam I.O.C.G. deposit in its' discovery phase, as well as Chief Geologist
of Geopeko (Peko-Wallsend), both in Australia. Additionally, he has initiated
and been President of several junior TSX-V listed exploration companies in South
America, with the most recent being Explorator Resources Inc., with its 230
million tonne I.O.C.G. deposit in Chile which was acquired by Sociedad Punta del
Cobre in May 2011.


Brad Boland has over 15 years' experience in the mining industry. He was the
Chief Financial Officer of Crocodile Gold from June 2009 until March 2011. Mr.
Boland was the Chief Financial Officer of Consolidated Thompson Iron Mines
Limited from August 2007 until July 2009. From May 2005 to September 2007, he
was at Kinross Gold Corp., most recently serving in the position of Vice
President, Corporate Controller. Prior to that, from August 1998 to February
2005, Mr. Boland was at Goldcorp Inc., as Corporate Controller and the Vice
President, Finance. Mr. Boland is a Certified Management Accountant Francisco
Schubert is a Mechanical Engineer who graduated from the Technical University in
Santiago, Chile. He has over 30 years' experience working for a number of
industrial contractors and mines in South America (primarily Chile).
Additionally, he has worked as Country Manager for a number of TSX-V listed
exploration companies in Chile.


Mike Hoffman is a professional mining engineer with over 25 years' of experience
in mine operations, projects, engineering and corporate development. He has held
senior executive positions at Crocodile Gold Corp., Crowflight Minerals Inc.,
Goldcorp Inc., Desert Sun Mining Corp. and Yamana Gold Inc. He also serves on
the Board of Directors of Crocodile Gold Corp., Castillian Resources Inc.,
Trevali Mining Corporation, Aberdeen International Inc. and Largo Resources Inc.


Tony Wonnacott is a corporate securities lawyer in Toronto, Ontario with over 15
years' of experience. He is a member of the Law Society of Upper Canada and
holds a B.Comm (cum laude) from Saint Mary's University and an LL.B. from
Dalhousie University. He began his career working at a major Toronto law firm in
the banking and securities field before moving to work as a legal consultant to
a number of companies, primarily in the mining and resource industry. As a
consultant, officer and director of several of these companies, Tony has been
involved with the successful listings of private companies, the outright sale of
a company for approximately $750 million and capital raisings in excess of $3
billion.


Financial statements for Minera Azul will be disclosed at a future date.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking
information. These statements relate to future events or future performance. The
use of any of the words "could", "intend", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify forward-looking
information and are based on the Corporation's current belief or assumptions as
to the outcome and timing of such future events. Actual future results may
differ materially. In particular, this release contains forward-looking
information relating to the intention of the parties to complete the Qualifying
Transaction. Various assumptions or factors are typically applied in drawing
conclusions or making the forecasts or projections set out in forward-looking
information. Those assumptions and factors are based on information currently
available to the Corporation. The material factors and assumptions include the
parties to the Acquisition Agreement being able to obtain the necessary
director, shareholder and regulatory approvals; Exchange policies not changing;
and completion of satisfactory due diligence. Risk Factors that could cause
actual results or outcomes to differ materially from the results expressed or
implied by forward-looking information include, among other things: conditions
imposed by the Exchange, the failure to obtain the required approval for the
Acquisition; changes in tax laws, general economic and business conditions; and
changes in the regulatory regulation. The Corporation cautions the reader that
the above list of risk factors is not exhaustive. The forward-looking
information contained in this release is made as of the date hereof and the
Corporation is not obligated to update or revise any forward-looking
information, whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. Because of the risks,
uncertainties and assumptions contained herein, investors should not place undue
reliance on forward-looking information. The foregoing statements expressly
qualify any forward-looking information contained herein.


This press release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.


Completion of the Transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirement. There can be no assurance that the Transaction will be completed as
proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.


Not for distribution to U.S. Newswire Services or for dissemination in the
United States. Any failure to comply with this restriction may constitute a
violation of U.S. Securities laws.

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