Intelligent Cloud Resources Inc. announced that it has entered into a material definitive agreement with a new investor Mini Investors Inc. for the private placement of a 10% convertible promissory note for gross proceeds of $70,000 on December 31, 2015. The company will also issue common stock purchase warrants in the transaction. The note will be issued at par. The note will mature after a period of 18 months from the applicable date and accrue fixed simple interest at a rate of 10% per annum. The note is convertible into common shares of the company at a fixed conversion price equal to $0.50 per share. In the event of default, the holder has the right to require the company to pay all principal and interest then remaining unpaid on the notes. Additionally, the conversion price will be permanently reduced to the lesser of $0.25 per share or the 10-day volume weighted average price then in effect. This note is not secured. In the event that holder is required to take legal or other action to enforce its rights or obtain collection under this note, the company shall pay the holder hereof reasonable costs of collection, or enforcement of the terms hereof, including attorneys' fees. The note is redeemable and may be prepaid by the company, in whole or in part, at any time and from time to time, without premium or penalty, upon 30 days' prior written notice to the holder.

Gregg Jaclin of Szaferman, Lakind, Blumstein & Blader, P.C. acted as the legal advisor to the company.