17:05:14 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



IEMR Resources Inc
Symbol IRI
Shares Issued 27,607,141
Close 2014-04-17 C$ 0.005
Market Cap C$ 138,036
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IEMR arranges note financing with International Energy

2014-04-17 19:49 ET - News Release

Mr. Charles Yuen reports

IEMR ANNOUNCES LOANS, AMENDMENT TO OUTSTANDING LOAN WITH RELATED PARTY AND CONVERTIBLE NOTE FINANCING WITH RELATED PARTY

IEMR Resources Inc. has issued two promissory notes in respect of loans made to the company by International Energy and Mineral Resources Investment (Hong Kong) Company Ltd., the first in the principal amount of $205,331.50 (Canadian), having a maturity date of Jan. 23, 2017, and bearing interest at a rate of 6.5 per cent per year, payable on such maturity date, and the second in the amount of $127,351 (Canadian), having a maturity date of Feb. 28, 2017, and bearing interest at a rate of 6.5 per cent per year, payable on such maturity date. The new loans are unsecured.

In addition, the company has amended and restated the promissory note issued by the company in respect of the $250,000 (Canadian) loan (the August, 2013, loan) made by the lender to the company that was announced on Aug. 2, 2013. The amended and restated note now provides that the August, 2013, loan shall bear interest at a rate of 6 per cent per year, accruing from Aug. 1, 2013, and payable on Aug. 1, 2016, the maturity date of the August, 2013, loan. The amended and restated 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 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 Mr. 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, subject to the approval of the TSX Venture Exchange, also proposes to issue an unsecured convertible note to the lender in the principal amount of $800,000 (U.S.), having a maturity date of Dec. 1, 2014, and bearing interest at a rate of 6 per cent per year, 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 10 Canadian cents 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 issued by the company to the lender on Jan. 3, 2012, as amended, in the principal amount of $800,000 (U.S.), which bore interest at rate of 6 per cent per year, and which principal amount and interest were due and owing on Dec. 1, 2013, but never repaid by the company (see news release dated Jan. 3, 2012).

The lender is Mr. Fu and, as stated above, is a related party of the company pursuant to the TSX Venture Exchange policies, as Mr. Fu 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 Mr. Fu, who declared his controlling interest in the lender and abstained from voting with respect to the convertible note.

We seek Safe Harbor.

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