Kobex Resources Ltd.
TSX VENTURE : KBX

Kobex Resources Ltd.

August 18, 2009 12:58 ET

IMA, Kobex and International Barytex Sign Definitive Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 18, 2009) - 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.

Contact Information

  • IMA Exploration Inc.
    Joseph Grosso
    President & CEO
    1-800-901-0058 or 604-687-1828
    or
    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
    or
    Kobex Resources Ltd.
    Leo King
    President
    604-484-6228
    604-688-9336 (FAX)
    www.kobexresources.com
    or
    International Barytex Resources Ltd.
    Leo King
    President
    604-688-9368
    604-688-9336 (FAX)
    www.barytex.com