IEMR Announces Loans, Amendment to Outstanding Loan with Related Party and Convertible Note Financing with Related Party
April 17 2014 - 7:23PM
Marketwired Canada
Promissory Notes
IEMR Resources Inc. (TSX VENTURE:IRI) ("IEMR" or the "Company") wishes to
announce that it has issued two promissory notes (the "New Notes") in respect of
loans (the "New Loans") made to the Company by International Energy and Mineral
Resources Investment (Hong Kong) Company Limited (the "Lender"), the first in
the principal amount of Cdn$205,331.50 having a maturity date of January 23,
2017 and bearing interest at a rate of 6.5% per annum payable on such maturity
date, and the second in the amount of Cdn$127,351.00 having a maturity date of
February 28, 2017 and bearing interest at a rate of 6.5% per annum payable on
such maturity date. The New Loans are unsecured.
In addition, the Company has amended and restated the promissory note (the
"Amended and Restated Note") issued by the Company in respect of the Cdn$250,000
loan (the "August 2013 Loan") made by the Lender to the Company that was
announced on August 2, 2013. The Amended and Restated Note now provides that the
August 2013 Loan shall bear interest at a rate of 6% per annum accruing from
August 1, 2013 and payable on August 1, 2016, the maturity date of the August
2013 Loan. The Amended and Restate Note also clarifies that the principal amount
of the August 2013 Loan was advanced in Canadian dollars. The August 2013 Loan
continues to be unsecured.
The Lender is a "Related Party" of the Company pursuant to the TSX Venture
Exchange policies, as Mr. Hongxue Fu, Chief Executive Officer and director of
the Company, holds a controlling interest in the Lender.
The New Loans, and the terms of the New Notes and the Amended and Restated Note
were approved by the board of directors of the Company, other than Hongxue Fu,
who declared his controlling interest in the Lender and abstained from voting
with respect to the New Loans, the New Notes and the Amended and Restated Note.
The board of directors believe that the New Loans are in the best interests of
the Company.
Convertible Note Financing with Related Party
The Company also wishes to announce that, subject to the approval of the TSX
Venture Exchange, it proposes to issue an unsecured convertible note (the
"Convertible Note") to the Lender in the principal amount of US$800,000 having a
maturity date of December 1, 2014 (the "Convertible Note Maturity Date") and
bearing interest at a rate of 6% per annum payable on the Convertible Note
Maturity Date. At the option of the Lender, the Convertible Note shall be
convertible at any time prior to the Convertible Note Maturity Date, in whole or
in part, into common shares of the Company at a price of Cdn$0.10 per common
share.
The Convertible Note is being issued in consideration of the Lender waiving any
and all of its powers, privileges and rights under the unsecured convertible
note (the "2012 Note") issued by the Company to the Lender on January 3, 2012,
as amended, in the principal amount of US$800,000 which bore interest at rate of
6% per annum, and which principal amount and interest were due and owing on
December 1, 2013 but never repaid by the Company (see news release dated January
3, 2012).
The Lender is Hongxue Fu and as stated above is a "Related Party" of the Company
pursuant to the TSX Venture Exchange policies, as Mr. Hongxue Fu, Chief
Executive Officer and director of the Company, holds a controlling interest in
the Lender. As such, the Convertible Note financing constitutes a "Related Party
Transaction" under the policies of the TSX Venture Exchange. The Company is
relying on exemptions from the formal valuation and minority approval
requirements which are available to the Company
The terms of the Convertible Note were approved by the board of directors of the
Company, other than Hongxue Fu, who declared his controlling interest in the
Lender and abstained from voting with respect to the Convertible Note.
About IEMR Resources Inc.
IEMR is a junior mining company listed on the TSXV under the symbol "IRI". The
Company is directly tied to and has been formed from capital sources in China
and Canada. IEMR is devoted to taking full advantage of its capital by
participating in mineral and energy projects ranging from exploration,
development, production, processing, smeltering and mineral trade with a
long-term view. The Company's emphasis is on the Chinese and Canadian markets
utilizing the capital stemming from China and the resources and market of Canada
to create a maximum return for shareholders. The Company's investment priorities
ranked in order are copper, chromium, nickel, manganese, uranium, platinum
silver, diamonds and molybdenum. Investment and or acquisitions in exploration
projects, will be focused in chromium, manganese, uranium and potash. The
Company has already formed alliances of cooperation with large smeltering steel,
copper, lead, zinc and aluminum companies.
For further information on IEMR, please refer to the Company's profile on SEDAR
at www.sedar.com or the Company's website at www.iemr.ca.
On behalf of the Board of Directors of IEMR RESOURCES INC.
Hongxue Fu, Chief Executive Officer
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made and information contained herein may constitute
"forward-looking statements" or "forward-looking information" within the meaning
of applicable securities legislation. These statements and information relate to
future events, or the Company's future performance. Often, but not always,
forward-looking statements or information can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", "does not
anticipate" or "believes" or variations of such words and phrases or words and
phrases that state or indicate that certain actions, events or results "may",
"may have", "could", "would", "might" or "will" be taken, occur or be achieved.
Although management believes that the assumptions made and the expectations
represented by such statements or information are reasonable, there can be no
assurance that a forward-looking statement or information herein will prove to
be accurate. Forward-looking statements and information by their nature are
based on assumptions and involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements,
or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These statements speak only as of the date of the news release and
are expressly qualified, in their entirety, by this cautionary statement.
Neither the TSXV nor its Regulation Services Provider (as that term is defined
in the policies of the TSXV accepts responsibility for the adequacy or accuracy
of this release.
FOR FURTHER INFORMATION PLEASE CONTACT:
IEMR Resources Inc.
Charles Yuen
Chief Financial Officer
(604) 877-8563
www.iemr.ca
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