IMA Exploration Inc. ("IMA") (TSX VENTURE: IMR)(NYSE Amex: IMR),
Kobex Resources Ltd. ("Kobex") (TSX VENTURE: KBX) and International
Barytex Resources Ltd. ("Barytex") (TSX VENTURE: IBX) are pleased
to announce that they have signed a definitive agreement (the
"Arrangement Agreement") in connection with a business combination
(the "Transaction") as announced in a joint news release dated July
16, 2009.
Transaction
Under the terms of the Transaction, IMA will acquire all of the
issued and outstanding shares of Kobex and Barytex in exchange for
the issuance of the following IMA common shares ("IMA Shares"): (i)
to Kobex shareholders, 1.311 IMA Shares (the "Kobex Exchange
Ratio") for each common share of Kobex acquired and (ii) to Barytex
shareholders, 0.221 IMA Shares (the "Barytex Exchange Ratio") for
each common share of Barytex acquired. It is anticipated that
approximately 45,702,323 IMA Shares will be issued to the current
shareholders of Kobex and approximately 12,352,690 IMA Shares will
be issued to the current shareholders of Barytex.
Pursuant to the Arrangement Agreement, the Transaction will be
effected by way of court approved statutory plans of arrangements
(referred to, individually, as the "Kobex Arrangement" and the
"Barytex Arrangement" and, together, as the "Arrangements") under
the Business Corporations Act (British Columbia) which will involve
Kobex and Barytex and their respective securityholders, and IMA.
Pursuant to the Arrangements, Kobex and Barytex will each
amalgamate with a separate wholly-owned subsidiary of IMA. The
outstanding shares of Kobex and Barytex will be exchanged for IMA
Shares on the basis of the Kobex Exchange Ratio and the Barytex
Exchange Ratio, respectively. In addition, the outstanding Kobex
stock options and the outstanding Barytex stock options and
warrants will be exchanged for stock options and warrants of IMA so
that each Kobex stock option will be exchanged for an option to
acquire 1.311 IMA Shares and each Barytex stock option and warrant
will be exchanged for an option or warrant, as applicable, to
acquire 0.221 IMA Shares.
As a result of the Transaction, the current Kobex and Barytex
securityholders will become securityholders of IMA, Kobex and
Barytex will become wholly-owned subsidiaries of IMA, and Kobex and
Barytex will apply for voluntary delisting of their common shares
from the TSX Venture Exchange. Following the Transaction, IMA has
agreed to change its name (the "Name Change") to "Kobex Minerals
Inc." and to consolidate (the "Consolidation") all of its issued
and outstanding IMA Shares on a 2.4 for one basis, and as such will
have a total of approximately 45,911,282 post-consolidated IMA
Shares issued and outstanding, as well as options and warrants
entitling holders to purchase approximately 3,545,959
post-consolidated IMA Shares. IMA shareholders will be asked to
approve the Name Change and the Consolidation at IMA's special
meeting scheduled to be held on September 25, 2009.
Each of the Kobex and Barytex boards of directors formed a
special committee comprised of their respective independent
directors, the mandate of which was to consider the fairness of the
Transaction and the Arrangements. In accordance with their mandate,
the special committees retained separate financial advisors to
consider the fairness of the Arrangements to the shareholders of
such companies from a financial point of view. Barytex and Kobex
obtained fairness opinions dated August 13, 2009 from Ross
Glanville & Associates Ltd. and Bruce McKnight Minerals Advisor
Services, respectively, confirming that the terms of the
Transaction are fair, from a financial point of view, to the
shareholders of Barytex and the shareholders of Kobex,
respectively. IMA has also obtained a fairness opinion from
Canaccord Capital Corporation dated August 13, 2009, confirming
that the Kobex Exchange Ratio and the Barytex Exchange Ratio are
fair, from a financial point of view, to shareholders of IMA.
In addition, as at the date hereof, certain directors, officers
and insiders of Kobex who hold an aggregate of 3,325,834 Kobex
shares and certain directors, officers and insiders of Barytex who
hold an aggregate of 2,690,668 Barytex shares, representing
approximately 9.5% of the outstanding Kobex shares and
approximately 4.8% of the outstanding Barytex shares, respectively,
have signed support agreements pursuant to which they have agreed
to vote all of the Kobex and Barytex shares beneficially owned by
them in favour of the Arrangements.
Required Approvals
The Transaction is subject to customary conditions, including
receipt of regulatory, shareholder and court approvals. Completion
of the Barytex Arrangement is not a condition to the completion of
the Kobex Arrangement. As a result, if Barytex shareholder approval
is not obtained, IMA and Kobex will still proceed with the
completion of the Kobex Arrangement.
If the Transaction is not completed, other than as a result of
the legitimate failure to satisfy a condition (other than
shareholder or regulatory approval), a termination fee of
approximately 3.5% of the transaction value of each company is
payable in the aggregate by the party failing to complete the
Transaction to the non-defaulting parties, pro rata.
Barytex and Kobex have scheduled special meetings of their
respective shareholders to be held on September 25, 2009 at which
they will seek the shareholder approvals required in connection
with the Transaction. IMA will also hold a shareholder meeting on
September 25, 2009 where it will seek shareholder approval of the
Name Change and the Consolidation. It is anticipated that materials
for such meetings will be mailed to shareholders on or about August
28, 2009. Subject to satisfaction of all conditions, completion of
the Transaction is expected to occur on or before September 30,
2009.
CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS
This news release contains "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and applicable Canadian securities legislation.
Generally, these forward-looking statements can be identified by
the use of forward-looking terminology such as "plans", "expects"
or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or state that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "occur" or "be achieved".
Assumptions upon which such forward looking statements are based
include that IMA, Barytex and Kobex will be able to satisfy the
conditions in the definitive agreement, that the due diligence
investigations of each party will not identify any materially
adverse facts or circumstances, that the required approvals will be
obtained from the shareholders of each of IMA, Barytex and Kobex,
that all third party regulatory and governmental approvals to the
transactions will be obtained and all other conditions to
completion of the transaction will be satisfied or waived. Many of
these assumptions are based on factors and events that are not
within the control of IMA, Barytex or Kobex and there is no
assurance they will prove to be correct.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: IMA Exploration Inc. Joseph Grosso President & CEO
1-800-901-0058 or 604-687-1828 IMA Exploration Inc. Sean Hurd VP
Corporate Communications 1-800-901-0058 or 604-687-1828
604-687-1858 (FAX) info@imaexploration.com www.imaexploration.com
Kobex Resources Ltd. Leo King President 604-484-6228 604-688-9336
(FAX) www.kobexresources.com International Barytex Resources Ltd.
Leo King President 604-688-9368 604-688-9336 (FAX)
www.barytex.com
Kobex Resources Com Npv (TSXV:KBX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Kobex Resources Com Npv (TSXV:KBX)
Historical Stock Chart
From Sep 2023 to Sep 2024