IEMR Closes Convertible Note Financing With Related Party; Amends Terms of Convertible Note Financing
03 Janvier 2012 - 10:22PM
Marketwired Canada
IEMR Resources Inc. (TSX VENTURE:IRI) ("IEMR" or the "Company") wishes to
announce that further to its press release dated December 22, 2011, the Company
has borrowed (the "Financing") the principal sum of US$800,000 (the "Principal")
from, and issued an unsecured convertible note (the "Convertible Note") in
respect of such indebtedness to, International Energy and Mineral Resources
Investment Company Limited (Hong Kong) (the "Lender"). The Convertible Note has
a term of two years (the "Maturity Date") from the closing date (the "Closing
Date"). At the option of the Lender, the Convertible Note is convertible into
common shares of the Company ("Common Shares") at a price of US$0.10 per Common
Share (the Company and the Lender increased the conversion price from US$0.07 to
US$0.10 per Common Share), in whole or in part, at any time during the term of
the Convertible Note. The Convertible Note is to bear interest on the
outstanding Principal from the Closing Date to the Maturity Date at a rate of 6%
per annum, payable on the earlier of the Maturity Date or the date of conversion
of the Principal amount outstanding.
The Company requires the Financing to pay US$800,000 owing to Mosquito
Consolidated Gold Mines Limited ("Mosquito") on account of exploration work that
Mosquito performed on the Pine Tree Property on behalf of the Company. The
Company intends to conduct a private placement in 2012 to repay the Principal.
The Lender is a "Related Party" of the Company pursuant to the TSX Venture
Exchange policies, as Mr. Hongxue Fu, President, Chief Executive Officer and a
director of the Company, holds a controlling interest in the Lender. As such,
the Financing constitutes a "Related Party Transaction" under the policies of
the TSX Venture Exchange.
The Financing and the terms of the Convertible Note were unanimously approved by
the Board of Directors of the Company, other than Hongxue Fu, who declared his
interest in the Financing and abstained from voting with respect to the
Financing and the documents and transactions related thereto. The directors
eligible to vote with respect to the Financing believe that the terms of the
Financing are in accordance with available market rates and is in the best
interests of the Company. If the Principal is converted in full, Hongxue Fu and
the Lender will increase their collective shareholdings in the Company from
10,371,357 common shares (currently approximately 40.50% of the issued and
outstanding common shares) to 18,371,357 common shares (which would represent
approximately 54.67% of the issued and outstanding common shares).
The Company is relying on exemptions from the formal valuation and minority
approval requirements which are available to the Company.
The securities issued in the Financing are subject to a four month hold period
in accordance with applicable Canadian securities laws.
About IEMR Resources Inc.
IEMR is a junior mining company listed on TSX Venture Exchange 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 will be 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 at
www.sedar.com or the Company's website at www.iemr.ca.
On behalf of the Board of Directors of IEMR RESOURCES INC.
Long Wang, Chief Financial 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 relate to future events,
including a proposed private placement, 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.
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