Inter-Rock Announces Shares for Debt Transaction

Inter-Rock Minerals Inc. announce that, subject to shareholder approval, it proposes to repay an outstanding shareholder loan with preferred shares of the Corporation. The outstanding principal and accrued unpaid interest of approximately US$3,200,000 owing to the Cromwell Trust will be exchanged for preferred shares of the Corporation at a price of C$0.25 per preferred share, representing a 30% premium to the net asset value of the Corporation and a 65% premium to the current share price. The preferred shares will be voting, redeemable, retractable, convertible and will pay a non-cumulative dividend equivalent to the US prime rate as declared from time to time.

The accrued and unpaid interest on the shareholder loan has been steadily increasing due to the compounding and accumulation of unpaid interest. The Corporation’s cash flow is used to service senior bank debt incurred to acquire and develop industrial mineral business interests. The exchange of the shareholder loan for the preferred shares will completely eliminate the steady increase in the interest payable on the shareholder loan debt.

A special committee (the “Committee”) of independent directors of the Corporation has reviewed the Transaction. The Committee has determined that the Transaction is fair to shareholders and has recommended the Transaction to the Corporation’s board and shareholders. The Corporation has also received conditional approval for the proposed Transaction from the TSX Venture Exchange.

Minority approval of the Transaction is required pursuant to Multi-lateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Accordingly, the Corporation will call a shareholders’ meeting to approve the transaction in due course.

“I believe the Transaction will strengthen Inter-Rock’s balance sheet and, in turn, its ability to obtain new financing needed to explore existing projects or to pursue industrial minerals opportunities”, said Michael Crombie, President of Inter-Rock. “At the same time, shareholders should benefit from enhanced liquidity”.

Additional information is available at www.inter-rockminerals.com