Mr. Amazing Loans Corp (Form: 8-K, Received: 06/13/2018 13:48:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2018

Mr. Amazing Loans Corporation

(Exact name of Registrant as Specified in Its Charter)

Florida

000-55463

90-1069184

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3960 Howard Hughes Parkway, Suite 490

Las Vegas, NV

89169

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 227-5626

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging Growth Company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1.01. Entry into a Material Definitive Agreement.

On June 8, 2018, MRAL Blockchain, LLC (“MRAL Blockchain”), a wholly owned subsidiary of Mr. Amazing Loans Corporation (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Investment Evolution Coin Ltd. (“IEC Ltd.”). IEC Ltd. is 100% owned by certain Company stockholders, including Paul Mathieson, the Company’s President, Chief Executive Officer, Chief Financial Officer and sole director who is IEC Ltd.’s majority stockholder.

Pursuant to the Loan Agreement, IEC Ltd. agreed to loan to MRAL Blockchain up to $20,000,000, as requested from time to time by MRAL Blockchain pursuant to one or more drawdown notices. Any amounts borrowed under the Loan Agreement are subject to a 12% per annum interest rate, and must be repaid by June 7, 2023.

MRAL Blockchain may cancel the loan offered pursuant to the Loan Agreement at any time by written notice to IEC Ltd. If MRAL Blockchain cancels the loan in this manner, MRAL Blockchain must repay any outstanding principal and interest due under the Loan Agreement.

Each of the following events is deemed to be an event of default under the Loan Agreement:

	●	A default under the Loan Agreement,

	●	Execution of a court’s or other authority’s order permitting seizure of any of MRAL Blockchain’s assets

	●	The Loan Agreement is terminated or liable to be terminated or is or becomes void, voidable, illegal, invalid or otherwise unenforceable, or, in the reasonable opinion of IEC Ltd. is likely to become void, voidable, illegal, invalid or otherwise unenforceable,

	●	In the reasonable opinion of IEC Ltd., if there has been a material adverse change in the financial position of MRAL Blockchain, or IEC Ltd.’s security for the loan is materially diminished or is in jeopardy,

	●	If a liquidator, provisional liquidator, official manager or a receiver or a receiver and manager is appointed for any of the assets of MRAL Blockchain, or if any event or circumstance occurs whereby, in the reasonable opinion of IEC Ltd., any of the foregoing could or is likely to occur,

	●	In the reasonable opinion of IEC Ltd., MRAL Blockchain is unable to pay its debts from its own money as they fall due,

	●	If a judgment for an amount of the lesser of $50,000 or 10% of the loan is signed or entered against MRAL Blockchain and remains unsatisfied or is not appealed against for a period of seven days, and

	●	If any representation or warranty made by MRAL Blockchain proves to be materially incorrect.

If an event of default occurs, the loan will, at the option of IEC Ltd., become and be payable to and recoverable by IEC Ltd. immediately.

The information set forth above is qualified in its entirety by reference to the actual terms of the Loan Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On June 8, 2018, the Company issued 360,000 shares of the Company’s Series H preferred stock at a price of $1.00 per share to IEC Ltd. for an aggregate purchase price of $360,000 (the “Series H Stock Purchase”). No underwriter was involved in the Series H Stock Purchase.

The designation, powers, preferences and rights of the Series H preferred stock and the qualifications, limitations and restrictions thereof are contained in the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), and are summarized as follows:

Ranking . The Series H preferred stock ranks pari passu with any other series of preferred stock subsequently designated by the Company and not designated as senior or subordinate to the Series H preferred stock.

Liquidation Preference . In the event of a liquidation or winding up of the Company, a holder of Series H preferred stock will be entitled to receive $1.00 per share of Series H preferred stock.

Dividends . The holders of Series H preferred stock are not entitled to receive dividends.

Voting . The holders of the Series H preferred stock have 50 votes per share of Series H preferred stock held. The holders of Series H preferred stock vote together with the holders of the outstanding shares of all other capital stock of the Company, and not as a separate class, series or voting group.

Redemption and Call Rights . The Series H preferred stock have no redemption or call rights.

Conversion . Holders of Series H preferred stock have the following rights with respect to the conversion of Series H preferred stock into shares of the Company’s common stock:

	●	At any time after June 6, 2018, and upon notice provided by the holder to the Company, a holder shall have the right to convert, at face value per share, all or any portion of their Series H preferred stock into shares of the Company’s common stock on the basis of 50 shares of common stock for each share of Series H preferred stock so converted (the “Conversion Ratio”).

	●	If at any time after the date of issuance of the Series H preferred stock, in the event the Company shall (i) make or issue a dividend or other distribution payable in common stock (other than with respect to the Series H preferred stock); (ii) subdivide outstanding shares of common stock into a larger number of shares; or (iii) combine outstanding shares of common stock into a smaller number of shares, the Conversion Ratio shall be adjusted appropriately by the Company’s Board of Directors.

	●	If the common stock issuable upon the conversion of the Series H preferred stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for elsewhere in the certificate of designations), then in each such event, the holder of each share of Series H preferred stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of common stock into which such shares of Series H preferred stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

	●	In each case of an adjustment or readjustment of the conversion ratio, the Company, at its expense, will seek to furnish each holder of Series H preferred stock with a certificate, showing such adjustment or readjustment, and stating in detail the facts upon which such adjustment or readjustment is based.

	●	Promptly after the Company’s receipt of a conversion notice, and upon surrender of the Series H preferred stock certificate for cancellation, the Company shall deliver to the holder a certificate representing the number of the Company’s shares of common stock into which such Series H preferred stock is converted. No fractional shares shall be issued, and, in lieu of any such fractional securities, each holder of Series H preferred stock who will otherwise be entitled to a fraction of a share upon surrender shall receive the next highest whole share.

The issuance of shares of Series H preferred stock was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Regulation S promulgated pursuant to the Securities Act. The issuances of Series H preferred stock involved offers and sales of securities made outside the United States. The offers and sales were made in offshore transactions from the United States and no directed selling efforts were made by the Company, any distributor, their affiliates or any persons acting on their behalf.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 8, 2018, the Company filed articles of amendment (the “Amendment”) to its amended and restated articles of incorporation, as amended. The Amendment has the effect of revising the terms of the Series H preferred stock to:

	(1)	Provide that the Series H preferred stock will have voting rights, at the rate of 50 votes per share of Series H preferred stock, voting together with the holders of the outstanding shares of all other capital stock of the Company, and not as a separate class; and

	(2)	Provide that at any time after June 6, 2018, and upon notice to the Company, the holder of Series H preferred stock may convert all or a portion of their shares of Series H preferred stock into shares of the Company’s common stock on the basis of 50 shares of common stock for each share of Series H preferred stock converted.

The Amendment was approved by the Company’s sole director on June 6, 2018.

The information set forth above is qualified in its entirety by reference to the actual terms of the Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 8, 2018, the Company issued a press release announcing MRAL Blockchain’s entry into the Debt Facility and the Series H Stock Purchase. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1		Articles of amendment to articles of incorporation of the registrant.
10.1		Loan Agreement dated as of June 8, 2018 by and between MRAL Blockchain, LLC and Investment Evolution Coin Ltd.
99.1		Press release of the registrant dated June 8, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MR. AMAZING LOANS CORPORATION

Date: June 13, 2018	By:	/s/ Paul Mathieson
	Name:	Paul Mathieson
	Title:	President and Chief Executive Officer

ARTICLES OF AMENDMENT

TO THE AMENDED AND RESTATED

ARTICLES OF INCORPORATION,

AS AMENDED,

MR. AMAZING LOANS CORPORATION

Pursuant to Section 607.1006 of the Florida Business Corporation Act, MR. AMAZING LOANS CORPORATION, a Florida corporation (the “Corporation”), hereby amends (“Articles of Amendment”) its amended and restated articles of incorporation, as amended (“Articles”), as follows:

A. Amendment of Series H Preferred Stock Terms . Pursuant to authority conferred upon the Corporation’s Board of Directors by the Corporation’s Articles, the Board of Directors provided for the amendment of the Series H preferred stock. The Series H preferred stock terms are hereby replaced in their entirety to read as follows:

Series H Preferred Stock

1. Designation, Amounts and Stated Value . The designation of this series, which consists of Ten Million (10,000,000) shares of Preferred Stock, is the Series H Preferred Stock (the “ Series H Preferred Stock ”). The “ Stated Value ” of the Series H Preferred Stock shall be $1 per share, being the per share value of the consideration received by the Corporation for the issuance of such shares. In the event of a liquidation or winding up of the Corporation, holders of the Series H Preferred Stock shall be entitled to receive the Stated Value per share of Series H Preferred Stock then outstanding.

2. Dividends . The Series H Preferred Stock shall not be entitled to receive dividends.

3. Rank . The Series H Preferred Stock shall rank pari passu with any other series of preferred stock designated by the Corporation and not designated as senior securities or subordinate to the Series H Preferred Stock.

4. Voting Rights . On all matters to come before the shareholder of the Corporation, the holder of Series H Preferred shall have that number of votes per share (rounded to the nearest whole share) equal to the product of (a) the number of shares of Series H Preferred held on the record date for the determination of the holders of the shares entitled to vote (the “Record Date”), or, if no Record Date is established, at the date such vote is taken or any written consent of shareholders is first solicited, and (b) 50. Except as otherwise expressly provided by this Certificate or by applicable law, the holders of Series H Preferred Stock shall vote together with the holders of the outstanding shares of all other capital stock of the Corporation (including and any other series of preferred stock then outstanding), and not as a separate class, series or voting group.

5. Redemption and Call Rights . The Series H Preferred Stock shall have no redemption or call rights.

6. Holder Conversion Rights . The holders of the Series H Preferred Stock shall have the following rights with respect to the conversion of the Series H Preferred Stock into shares of the Corporation’s Common Stock:

A. At any time after June 6, 2018, and upon notice provided by the holder to the Corporation, a holder shall have the right to convert, at face value per share, all or any portion of their Series H Preferred Stock into shares of the Corporation’s Common Stock on the basis of fifty (50) shares of Common Stock for each share of Series H Preferred Stock so converted (the “Conversion Ratio”).

B. If at any time after the date of issuance of the Series H Preferred Stock, in the event the Corporation shall (i) make or issue a dividend or other distribution payable in Common Stock (other than with respect to the Series H Preferred Stock); (ii) subdivide outstanding shares of Common Stock into a larger number of shares; or (iii) combine outstanding shares of Common Stock into a smaller number of shares, the Conversion Ratio shall be adjusted appropriately by the Corporation’s Board of Directors.

C. If the Common Stock issuable upon the conversion of the Series H Preferred Stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for elsewhere in this Section 6), then in each such event, the holder of each share of Series H Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of Series H Preferred Stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

D. In each case of an adjustment or readjustment of the conversion ratio, the Corporation, at its expense, will seek to furnish each holder of Series H Preferred Stock with a certificate, showing such adjustment or readjustment, and stating in detail the facts upon which such adjustment or readjustment is based.

E. Promptly after the Corporation’s receipt of a conversion notice, and upon surrender of the Series H Preferred Stock certificate for cancellation, the Corporation shall deliver to the holder a certificate representing the number of the Corporation’s shares of Common Stock into which such Series H Preferred Stock is converted. No fractional shares shall be issued, and, in lieu of any such fractional securities, each holder of Series H Preferred Stock who will otherwise be entitled to a fraction of a share upon surrender shall receive the next highest whole share.

7. Consolidation, Merger, Exchange, Etc . In case the Corporation shall enter into any consolidation, merger, combination, statutory share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, money and/or any other property, then in any such case the Series H Preferred Stock shall at the same time be similarly exchanged or changed into preferred shares of the surviving entity providing the holders of such preferred shares with (to the extent possible) the same relative rights and preferences as the Series H Preferred Stock.

8. Designation of Additional Series . The Board of Directors of the Corporation shall have the right to designate other shares of Preferred Stock having dividend, liquidation, or other preferences equal to, subordinate to, or superior to the rights of holders of the Series H Preferred Stock. Such preferences shall be determined in the resolutions creating such subsequent series.

9. Vote to Change the Terms of Series H Preferred Stock . The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the holders of not less than fifty percent (50%) of the then outstanding Series H Preferred Stock, shall be required for any change to the Corporation’s Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series H Preferred Stock.

10. Lost or Stolen Certificates . Upon receipt by the Corporation of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Series H Preferred Stock certificates, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Corporation and, in the case of mutilation, upon surrender and cancellation of the Series H Preferred Stock certificate(s), the Corporation shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however , the Corporation shall not be obligated to re-issue preferred stock certificates if the holder contemporaneously requests the Corporation to convert such Series H Preferred Stock into Common Stock in which case such Series H Preferred Stock shall be converted pursuant to the terms of the Corporation’s Articles of Incorporation and a preferred stock certificate shall only be issued if required pursuant to the terms hereof.

11. Failure or Indulgence Not Waiver . No failure or delay on the part of a holder of Series H Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

12. Status of Converted Stock . In case any shares of Series H Preferred Stock shall be converted, the shares so converted, or reacquired shall resume the status of authorized but unissued shares of Preferred Stock and shall no longer be designated as Series H Preferred Stock.

B. Authority to Amend. These Articles of Amendment were adopted by the consent of the Corporation’s Board of Directors on June 6, 2018 as required by law and the Corporation’s Articles, and no action or approval of the Corporation’s shareholders was required in connection therewith. No shares of Series H Preferred Stock are outstanding and therefore no voting group of shareholders was entitled to vote on these Articles of Amendment.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of June 6, 2018.

	MR. AMAZING LOANS CORPORATION

	By:	/s/ Paul Mathieson
	Name:	Paul Mathieson
	Title:	President and Chief Executive Officer

Investment Evolution Coin Ltd.

MRAL Blockchain, LLC

Loan Agreement

Table of Contents

1 Definitions and Interpretation	1

2 Conditions Precedent	1

3 Loan	1

4 Repay Loan	1

5 Interest	2

6 Default	2

7 Pay Costs and Duties	3

8 General	3

SCHEDULE 1	6
Part 1 – Definitions	6
Part 2 - Interpretation	6

SCHEDULE 2	8

DATED

8 ^th of June

2018

parties

Investment Evolution Coin Ltd. (the “Lender” )

MRAL BLockchain, llc (the “ Borrower ”)

BACKGROUND

A.	The Borrower has requested the Lender to lend to the Borrower the Loan on repayment terms referred to in this Agreement.

B.	The Lender has agreed to this request on the condition, amongst other things, that this Agreement is entered into.

OPERATIVE PROVISIONS

1.	Definitions and Interpretation

	In the interpretation of this clause 1, unless inconsistent with the subject or context each of the expressions defined in Part 1 of Schedule 1 shall have the meaning there assigned to it and the provisions of Part 2 of Schedule 1 shall apply.

2.	Conditions Precedent

	The Lender shall not be required to make the Loan to the Borrower until the Lender has received this Agreement duly executed to the Lender’s satisfaction.

3.	Loan

3.1	Subject to the terms of this Agreement, the Lender commits to make the Loan available to the Borrower for drawdown upon receipt of Drawdown Notices.

3.2	To make a drawdown under the Loan the Borrower must deliver to the Lender a completed Drawdown Notice on the proposed Drawdown Date.

3.3	The Borrower may cancel the Loan offered under this Agreement at any time after the date of this Agreement by notice in writing to the Lender. Should the Borrower cancel the Loan under this clause 3.3, then the Borrower must repay to the Lender that portion of the Loan that has been drawn down and is outstanding as well as any outstanding interest at the cancellation date.

4.	Repay Loan

	In consideration of the payment of the Loan by the Lender to the Borrower (the receipt of which the Borrower acknowledges) the Borrower agrees to repay the Loan to the Lender by the Repayment Date.

5.	Interest

5.1	Interest Rate

	(a)	The Borrower also agrees to pay to the Lender interest on any drawdown made under the Loan (or on so much of the Loan that has been drawn down and remains outstanding or on any judgment or order in which the same may become merged) calculated on daily balances at the Interest Rate from the Drawdown Date up to and including the date of repayment of the particular drawdown of the Loan.

	(b)	For the avoidance of doubt, if the Loan is not drawn down by the Borrower, the Borrower is not required to pay any interest on the Loan.

5.2	Date of Payment

	Interest will be paid in arrears on each Interest Payment Date while the Loan or any part of it shall remain outstanding, and also on the Repayment Date. The first of such interest payments shall be made on the Interest Payment Date next occurring after the Loan (or any part thereof) is paid to the Borrower.

6.	Default

6.1	Events of Default – Consequences

	If any of the events and circumstances referred to in Clauses 6.2 to 6.9 occur (each constituting an Event of Default) THEN the Borrower shall be and shall be deemed to be in default under this Agreement and the Loan shall at the option of the Lender but only at such option (the Lender not being bound to notify the exercise or non-exercise of such option to the Borrower) become and be payable to and recoverable by the Lender immediately as if the time for repayment of the same had arrived notwithstanding anything in this Agreement to the contrary and if there is any outstanding commitment upon the Lender in respect of any of the Loan the Lender may decline to meet such commitment.

6.2	Default in Other Provisions/Agreements

	It shall be an Event of Default if default shall be made in the strict observance or performance of any term covenant or condition in this Agreement or any default occurs under any agreement contained or referred to or implied in this Agreement.

6.3	Execution

	It shall be an Event of Default if any execution or other process of any Court or other authority or any distress is issued out against or levied upon any of the Borrower’s assets.

6.4	Agreement Becomes Unenforceable

	It shall be an Event of Default if any Agreement is terminated or is liable to be terminated or is or becomes void, voidable, illegal, invalid or otherwise unenforceable or, in the reasonable opinion of the Lender is likely to become void, voidable, illegal, invalid or otherwise unenforceable.

6.5	Material Adverse Change

	It shall be an Event of Default if, in the reasonable opinion of the Lender, there has been a material adverse change in the financial position of the Borrower, or the Lender’s security for the Loan is materially diminished or is in jeopardy.

6.6	Receiver/Liquidator Appointed

	It shall be an Event of Default if a liquidator, provisional liquidator, official manager or a receiver or a receiver and manager is appointed of any of the assets of the Borrower, or if any event or circumstance occurs whereby, in the reasonable opinion of the Lender, any of the foregoing could or is likely to occur.

6.7	Unable to Pay Debts

	It shall be an Event of Default if, in the reasonable opinion of the Lender, the Borrower is unable to pay its debts from its own money as they fall due.

6.8	Judgments

	It shall be an Event of Default if a judgment for an amount of $50,000 or 10% of the Loan (which ever is the lesser) is signed or entered against the Borrower, and remains unsatisfied or is not appealed against for a period of 7 days.

6.9	Representation/Warranty Incorrect

	It shall be an Event of Default if any representation or warranty made by the Borrower or if the answers to the Lender’s requisitions, or if any other representation warranty or statement made in writing by the Borrower to the Lender in connection with this Agreement or the financial accommodation made under it shall be proved to have been incorrect in any material respect when made.

7.	Pay Costs and Duties

	The Borrower shall pay all costs and expenses (including legal fees and stamp duty payable upon or arising out of this Agreement or the advancing of the Loan) incurred by the Lender in the negotiation, preparation, execution, implementation and enforcement of this Agreement.

8.	General

8.1	Confidentiality

	(a)	Subject to clause 8.1(b), the contents of this Loan Agreement and all books accounts records documents and information made available to any party for the purposes of entering into this Loan Agreement or in the course of the performance of this Loan Agreement shall be kept confidential and shall not be disclosed to any other person without the written consent of the other parties.

	(b)	Clause 8.1(a) shall not apply to any disclosure:

	(i)	required by law;

	(ii)	required by any applicable stock exchange listing rules;

	(iii)	made in good faith to officers employees legal and other advisors and auditors of any party under a duty of confidentiality;

	(iv)	by a party to its bankers or other financial institutions to the extent required for the purpose of raising funds or maintaining compliance with credit arrangements;

	(v)	required by this Loan Agreement or necessary for or incidental to the performance of the obligations and duties contained in this Loan Agreement including in connection with an exercise of rights or a dealing with rights or obligations under this Loan Agreement; and

	(vi)	of information in the public domain otherwise than due to a breach of clause 8.1(a).

(c)

Each party consents to disclosures made in accordance with this clause 8.1. This clause supersedes any pre-existing agreements between the parties about confidentiality.

8.2

Notices

(a)

All notices and other communications provided for or permitted under this Loan Agreement or otherwise shall be sent by certified or registered mail with postage prepaid, by hand delivery or by email transmission as follows:

(i)	if to the Borrower, to it at:

	Name:	MRAL Blockchain, LLC
	Address:	3960 Howard Hughes Parkway, Suite 490, Las Vegas, NV 89169 USA
	Email:	mral@mramazingloans.com

(ii)	if to the Lender, to it at:

	Name:	Investment Evolution Coin Ltd.
	Address:	8 Marina Boulevard #05-02, Marina Bay Financial Centre, Singapore 018981
	Email:	info@investmentevolution.com

	or to the party’s lawyer or to such other address or person as either party may specify by notice in writing to the other.

(b)	All such notices or communications shall be deemed to have been duly given or made:

	(i)	3 Business Days after being deposited in the mail with postage prepaid; or

	(ii)	when delivered by hand; or

	(iii)	if sent by facsimile transmission, on production of a report from the sending machine which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

	(c)	Despite clause 8.2(b) notices received after 5.00pm in the place of receipt or on a non-Business Day are taken to be received at 9.00am on the next Business Day.

	(d)	Notices or other written communications by a party’s lawyer (for example, varying a date for the payment of money) will be treated as given with that party’s authority.

8.3	Deemed Service

	All such notices or communications shall be deemed to have been duly given or made:

	(a)	7 days after being deposited in the mail with postage prepaid;

	(b)	When delivery by hand; and

	(c)	If sent by facsimile transmission, when receipt acknowledged.

8.4	Counterparts

This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart was on the same instrument.

8.5	Waiver and Variation

	(a)	A party’s failure or delay to exercise a power, right or remedy pursuant to this Agreement does not operate as a waiver of that power, right or remedy.

	(b)	The exercise of a power or right does not preclude:

	(i)	its future exercise; or

	(ii)	the exercise of any other power or right.

(c)	A provision of or a right created under this Agreement may not be:

	(i)	waived except in writing signed by the party granting the waiver; or

	(ii)	varied except in writing signed by the parties.

(d)	The waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

8.6	Assignment

	No party can assign its interest in this Agreement without the prior written consent of the other.

8.7	Governing Law

	This Agreement shall be governed by and construed in accordance with the law of Singapore and the parties to this Agreement submit to the non-exclusive jurisdiction of the Singapore Courts.

SCHEDULE 1

Part 1 – Definitions

In this Loan Agreement, unless the context otherwise indicates, each of the following expressions shall have the meaning assigned to it below:

Agreement	means this agreement as it may be varied from time to time.

Borrower	means each person named in this Agreement as the Borrower; the expression includes the successors and assigns of each Borrower.

Drawdown Date	means the initial drawdown date of the Loan and each subsequent date on which a drawdown of the Loan occurs.

Drawdown Notice	means a drawdown notice in the form contained in Schedule 2.

Event of Default	means each of the events or circumstances defined in this Agreement as constituting an Event of Default.

Interest Payment Date	means the last business day of each month and the Repayment Date.

Interest Rate	means 12% per annum.

Lender	means each person named in this Agreement as the Lender; the expression includes the successors and assigns of each Lender.

Loan	means the sum of up to $20,000,000 agreed to be advanced by the Lender to the Borrower on the conditions set out in this Agreement.

Repayment Date	means 7 June 2023.

Term	means the period from 8 June 2018 up to and including 7 June 2023.

Words or expressions that are defined in this Loan Agreement appear throughout this Loan Agreement with the same initial capital letters, however if the initial capital letters are omitted they have the same meaning unless the context otherwise requires.

Part 2 - Interpretation

In this Loan Agreement:

1.	headings are for convenience only and do not affect the interpretation of this Loan Agreement;

2.	reference to any statute or statutory provision shall include any modification or re-enactment of, or any legislative provisions substituted for, and all legislation and statutory instruments issued under such legislation or such provision;

3.	words denoting the singular shall include the plural and vice versa;

4.	words denoting individuals shall include corporations, associations, trustees, instrumentalities and partnerships and vice versa;

5.	words denoting any gender shall include all genders;

6.	references to Parties, Parts, clauses, Annexures and Schedules are references to Parties, Parts, clauses, Annexures and Schedules to this Loan Agreement as modified or varied from time to time;

7.	references to any document, deed or agreement shall include references to such document or agreement as amended, novated, supplemented, varied or replaced from time to time;

8.	a party includes the party’s representatives, administrators and permitted assigns;

9.	all references to dates and times are to Singapore time;

10.	all references to “ $ ” and “ dollars ” are to the lawful currency of USA unless otherwise expressly stated;

11.	if a party consists of more than one person this binds them jointly and each of them severally;

12.	“including” and similar expressions are not words of limitation;

13.	where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;

14.	reference to any body other than a party to this document (including, without limitation, an institute, association or authority), whether or not it is a statutory body:

	(a)	which ceases to exist, or

	(b)	whose powers or function are transferred to any other body,

	refers to the body which replaces it or which substantially succeeds to its powers or functions.

SCHEDULE 2

Drawdown Notice

TO:	Investment Evolution Coin Ltd. ( “ LENDER ’ )

FROM:	MRAL BLOCKCHAIN, LLC ( “ BORROWER ” )

LOAN FACILITY DATED:	8 ^th June 2018 (“ Agreement ”)

The Borrower gives notice to the Lender that it requires a drawdown under the Loan Facility:

A	The amount required to be drawn down is $________________.

B	The purpose of the drawdown is to provide working capital and consumer loan capital for the Borrower’s business.

C	The Drawdown Date is ________________________________.

D	You are authorised and directed to pay the proceeds to MRAL Blockchain, LLC or as directed by it.

The Borrower represents and warrants that at the date of this notice all representations and warranties given by the Borrower in this Agreement remain true and correct and that no Event of Default subsists and no event has occurred which by the giving of notice or lapse of time or both would be an Event of Default.

Dated:

For and on behalf of the Borrower:


MRAL BLOCKCHAIN, LLC

EXECUTION PAGE

EXECUTED by INVESTMENT EVOLUTION COIN LTD.	) ) )
/s/ Paul Mathieson
Director/Chief Executive Officer PAUL MATHIESON
Name

EXECUTED by MRAL BLOCKCHAIN, LLC	) ) )
*/s/ Carla Cholewinski*
Chief Operating Officer CARLA CHOLEWINSKI
Name

Mr. Amazing Loans Corporation Subsidiary Obtains $20 Million

Debt Facility from Investment Evolution Coin Ltd.

Las Vegas, Nevada – (June 8, 2018) – Mr. Amazing Loans Corporation (“Mr. Amazing Loans”) ( OTCQB: MRAL ) today announced that its wholly owned subsidiary, MRAL Blockchain, LLC, has obtained a $20 million debt facility from Singapore company, Investment Evolution Coin Ltd. (“IEC Ltd”). IEC Ltd is currently 100% owned by certain Mr. Amazing Loans’ stockholders, including Paul Mathieson, Mr. Amazing Loans’ President, Chief Executive Officer, Chief Financial Officer and sole director who is IEC Ltd’s majority stockholder. The $20 million debt facility is structured as a 5-year revolving line of credit, with an interest rate of 12% per annum. The debt facility is due for repayment on June 7, 2023. In addition, in connection with the debt facility, IEC Ltd purchased 360,000 shares of Mr. Amazing Loans’ Series H preferred stock, for an aggregate purchase price of $360,000.

About Mr. Amazing Loans Corporation

Mr. Amazing Loans is a Securities and Exchange Commission (“SEC”) reporting fintech company that provides online $5,000 and $10,000 unsecured consumer loans under the brand name “Mr. Amazing Loans” via its website and online application portal. Mr. Amazing Loans is a direct lender with state licenses and/or certificates of authority in 20 U.S. states and all loans are originated, processed and serviced out of our centralized Las Vegas, NV head office. For more information about Mr. Amazing Loans, please visit https://ir.mramazingloans.com .

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in Mr. Amazing Loans’ filings with the SEC. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond Mr. Amazing Loans’ control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects Mr. Amazing Loans’ current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Mr. Amazing Loans assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

The contents of the websites referenced herein are not incorporated into this press release.

Contact:

Paul Mathieson

Mr. Amazing Loans Corporation

Chairman/CEO and Founder

MRAL@mramazingloans.com