|By Marketwired .||
|April 17, 2014 07:23 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/17/14 -- 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.
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.
IEMR Resources Inc.
Chief Financial Officer