VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 12, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Himalayan Capital Corp. (TSX VENTURE:HIM.P) ("Himalayan" or the "Company"), a capital pool company, is pleased to announce the closing of its Qualifying Transaction (the "Transaction") within the meaning of the policies of the TSX Venture Exchange (the "Exchange") described in the Company's filing statement (the "Filing Statement") dated December 22, 2011. Pursuant to the policies of the Exchange, the Company will no longer be a capital pool company and will be classified as a Tier 2 Mining Issuer. The Transaction was an arm's length transaction and therefore was not subject to approval of the shareholders of Himalayan.

On January 9, 2012, the Exchange issued its conditional acceptance of the Transaction. The Company's common shares ("Himalayan Shares") will resume trading on the Exchange under the ticker symbol "HIM" after the Exchange's conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the Transaction. The Company will issue a news release once the Exchange issues its final exchange bulletin and will then advise of the expected listing date.

The Transaction consisted of a definitive agreement with Minera Azul Ventures Limitada, a private Chilean limited liability partnership company ("Minera Azul"), and holders of partnership interests therein, dated December 22, 2011 (the "Definitive Agreement") pursuant to which Himalayan acquired 99% of the issued and outstanding registered securities (and 100% of the beneficial securities) of Minera Azul. As consideration for the Transaction, Himalayan issued to the partners of Minera Azul an aggregate of 10,000,000 Himalayan Shares at a deemed price of $0.25 per share, for a total acquisition price of $2,500,000 and an additional 1,000,000 Himalayan Shares at a deemed price of $0.25 per share and 300,000 Himalayan Share purchase warrants ("Himalayan Warrants") at an exercise price of $0.30 and valid for a period of 5 years from the issuance thereof pursuant to the terms of an Option Agreement to the respective property owner, Mr. Gerardo Findel of Chile.

In addition, Himalayan also assumed $1,500,000 in debentures previously issued by Minera Azul (the "Azul Debt") and immediately upon the closing of the Transaction, Himalayan settled the Azul Debt with the issuance of 6,000,000 Himalayan Shares, at a deemed price of $0.25 per share.

Minera Azul, through six option agreements (the "Option Agreements") with six different arm's length property owners, has the rights to acquire a 100% interest in a prospective copper-gold property in La Higuera, Chile (the "La Higuera Property"). A breakdown of the timing of the payments to complete the earn-in requirements of the Option Agreements follows:

• On signing agreements - Cash payments totalling US$230,000 - paid;
• On completion of Transaction - Issuance of 1,000,000 Himalayan Shares - issued;
• On completion of Transaction - Issuance of 300,000 Himalayan Warrants - issued;
• February 2012 - Issuance of 250,000 Himalayan Shares;
• June/July 2012 - Cash payments totalling US$640,000 and the issuance of 250,000 Himalayan Shares;
• June/July 2013 - Cash payments totalling US$1,130,000 and the issuance of 250,000 Himalayan Shares;
• January 2014 - Cash payments totalling US$100,000; and
• June/July 2014 - Cash payments totalling US$2,330,000 and the issuance of 250,000 Himalayan Shares.

The remaining 1,000,000 Himalayan Shares are to be issued to Inversiones y Mineria Andale Limitada (100% beneficially owned by an arm's length party).

In addition, under one of the Option Agreements, the respective property owner will retain a net smelter return royalty of 1% (the "NSR") over that portion of the La Higuera Property, to be paid on a quarterly basis from the beginning of commercial production from those claims. The NSR may be acquired by Minera Azul through either a cash payment of US$500,000 or the equivalent in Himalayan Shares, at the election of the current owner.

The Filing Statement, which describes the terms of the Option Agreements and includes audited financial statements of Minera Azul, along with the National Instrument 43-101 technical report with respect to the La Higuera Property, have been filed with the Exchange and applicable securities commissions and are available on SEDAR under the Company's profile at [ www.sedar.com ].

In connection with the Transaction, K. Peter Miller, Neil Halldorson and Narinder Nagra stepped down from the Company's board of directors (the "Board") and David O'Connor, Mike Hoffman and Tony Wonnacott were appointed to the Board and will comprise the Audit Committee of the Company going forward. In addition, K. Peter Miller stepped down as the President, Chief Executive Office, Chief Financial Officer and Corporate Secretary of the Company and the following individuals were appointed officers of the Company:

• David O'Connor, President and Chief Executive Officer
• Brad Boland, Chief Financial Officer and Corporate Secretary
• Francisco Schubert Seiffert, Country Manager

For further details on the Company's directors and officers, please see the Filing Statement (a copy of which is available at [ www.sedar.com ]).

In connection with the Transaction, holders of escrow shares of the Company transferred within escrow 750,000 Himalayan Shares to Brad Boland (375,000 Himalayan Shares), Tony Wonnacott (375,000 Himalayan Shares) and Mike Hoffman (100,000 Himalayan Shares) (collectively, the "Transfers").

Immediately prior to the closing of the Transaction there were 2,350,000 Himalayan Shares outstanding. Following the completion of the Transaction, the settlement of the Azul Debt and the issuance of the initial Himalayan Shares pursuant to the Option Agreement with Mr. Gerardo Findel, there were 19,350,000 common shares outstanding. The original shareholders of Himalayan Shares hold approximately 8.3% of the issued and outstanding common shares of the resulting issuer. Securities holders of Minera Azul (including those who received Himalayan Shares as a result of the settlement of the Azul Debt) own approximately 91.7% of the resulting issuer. The Himalayan Shares issued as part of the Transaction (excluding those shares issued in settlement of the Azul Debt) are subject to the surplus escrow requirements of the Exchange, with commons shares being released from escrow on the following schedule:

The Company also granted 1,575,000 stock options to directors, officers and consultants of the Company. The options have an exercise price of $0.30 per share and expire in five years.

Early Warning

Pursuant to the Transaction (including the settlement of the Azul Debt), David O'Connor acquired direct ownership of 2,575,000 Himalayan Shares and indirect ownership (through direct ownership by Elizabeth Bowles, the spouse of David O'Connor) of 1,160,000 Himalayan Shares. In addition, David O'Connor was granted stock options to purchase an aggregate of 300,000 Himalayan Shares with an exercise price of $0.30 per Himalayan Share that expire on January 12, 2017. Collectively, these Himalayan Shares and stock options represent 20.5% of the issued and outstanding common shares of Himalayan on a partially diluted basis assuming the exercise of the stock options held by David O'Connor (David O'Connor has undertaken not to exercise the stock options if it would result in him owning more than 20% of the issued and outstanding common shares of Himalayan).

Additionally, pursuant to the Transaction (including the settlement of the Azul Debt), Francisco Schubert Seiffert acquired direct ownership of 2,555,000 Himalayan Shares and indirect ownership (through direct ownership by Susana Etienne Solares, the spouse of Francisco Schubert Seiffert) of 1,180,000 Himalayan Shares. In addition, Francisco Schubert Seiffert was granted stock options to purchase an aggregate of 250,000 Himalayan Shares with an exercise price of $0.30 per Himalayan Share that expire on January 12, 2017. Collectively, these Himalayan Shares and stock options represent 20.3% of the issued and outstanding common shares of Himalayan on a partially diluted basis assuming the exercise of the stock options held by Francisco Schubert Seiffert (Francisco Schubert Seiffert has undertaken not to exercise the stock options if it would result in him owning more than 20% of the issued and outstanding common shares of Himalayan).

Additionally, pursuant to the Transaction (including the settlement of the Azul Debt and the Transfers), Tony Wonnacott acquired direct ownership of 1,855,000 Himalayan Shares. In addition, Tony Wonnacott was granted stock options to purchase an aggregate of 250,000 Himalayan Shares with an exercise price of $0.30 per Himalayan Share that expire on January 12, 2017. Collectively, these Himalayan Shares and stock options represent 10.7% of the issued and outstanding common shares of Himalayan on a partially diluted basis assuming the exercise of the stock options held by Tony Wonnacott.

Additionally, pursuant to the Transaction (including the settlement of the Azul Debt and the Transfers), Brad Boland acquired direct ownership of 525,000 Himalayan Shares and indirect ownership (through direct ownership by Kirsten Nicolson, the spouse of Brad Boland) of 1,250,000 Himalayan Shares. In addition, Brad Boland was granted stock options to purchase an aggregate of 250,000 Himalayan Shares with an exercise price of $0.30 per Himalayan Share that expire on January 12, 2017. Collectively, these Himalayan Shares and stock options represent 10.3% of the issued and outstanding common shares of Himalayan on a partially diluted basis assuming the exercise of the stock options held by Brad Boland.

Each of Mr. David O'Connor, Mr. Francisco Schubert Seiffert, Mr. Tony Wonnacott and Mr. Brad Boland acquired the Himalayan Shares for investment purposes and may acquire or dispose of Himalayan Shares as circumstances or market conditions warrant.

A report respecting this transaction will be electronically filed with the Securities Commissions in British Columbia, Alberta and Ontario and will be available for viewing at [ www.sedar.com ]. A copy of the report can be obtained by contacting Brad Boland, Chief Financial Officer and Corporate Secretary of Himalayan Capital Corp. at 416-907-7363.

About the La Higuera Property

The La Higuera Property is 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. belt surrounded by excellent infrastructure in a mining friendly jurisdiction.

The La Higuera Property covers a historic copper mining district with mining activity dating back to at least the late 18^th century; however, there has been no known modern exploration conducted 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.

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 Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the proposed Qualifying Transaction and associated transactions, that the ultimate terms of the proposed Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the proposed Qualifying Transaction and associated transactions will not be successfully completed for any reason. 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 Company. The material factors and assumptions include obtaining final Exchange approval for the Transaction as a Qualifying Transaction and the approval of all other necessary regulatory and third party approvals and consents; TSX-V policies not changing; and the satisfaction of the conditions to the Transaction as contained in the Definitive Agreement, Option Agreements and associated Transaction documents. Other 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; changes in tax laws, general economic and business conditions; and changes in the regulatory environment. The Company 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 Company 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.

Contributing Sources

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