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KBX Kobex Resources Com Npv

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Share Name Share Symbol Market Type
Kobex Resources Com Npv TSXV:KBX TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

IMA, Kobex and International Barytex Propose Merger

17/07/2009 12:53am

Marketwired Canada


IMA Exploration Inc. ("IMA" or the "Company") (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 Letter Agreement outlining in principle the terms for a merger
(the "Proposed Transaction"), combining to create a new mineral exploration
company, led by a management team with a track record of successes and a
treasury which will provide the combined company with access to substantial new
projects. All figures are in Canadian dollars.


Highlights of the Transaction:

The Proposed Transaction will bring together the following components:

- A management team with decades of mining exploration, evaluation, production
and deal making accomplishments


- A merged company with approximately $44M in cash to employ in the acquisition
and advancement of high calibre projects


- A current economy favouring the acquisition of low risk mining projects at
substantially discounted prices


- Credibility with the financial world which will facilitate financing for
project development


- Markedly reduced overall overhead costs through consolidation

The boards of directors of each of the three companies have unanimously approved
the transaction. Finalizing the transaction will require satisfactory completion
of due diligence, the signing of a definitive agreement and regulatory and
shareholder approvals.


Project Criterion:

The merged company will target the identification, acquisition and development
of known mineral deposits which have the potential to be world class, in the
lower cost quartile and in an acceptable political risk environment.


Proposed Management Team:

Subject to the completion of the Proposed Transaction, the directors and
officers of the merged company are expected to be the following:


Roman Shklanka, B.Comm. Ph.D - Chairman and Director

Dr. Shklanka is currently Chairman of Kobex Resources Ltd., International
Barytex Resources Ltd. and Polaris Minerals Ltd. He is an explorationist with
over 45 years of international experience in the mining industry which included
Chairman of Canico Resource Corp. and Sutton Resources Ltd., and Vice President
of Exploration for Placer Dome. He is the recipient of a number of achievement
awards and is a recent inductee to the Canadian Mining Hall of Fame.


Alexander J. Davidson, M.Sc - Director

Mr. Davidson is currently the retiring Executive Vice President Exploration and
Corporate Development of Barrick Gold Corporation. With over 25 years of
worldwide exploration experience, his outstanding accomplishments were
recognized in his receiving the A.O. Dufresne Award in 2005 and being named
Prospector of the Year in 2003.


Alfred L. Hills, BASc. P.Eng - President, CEO and Director

Mr. Hills is CEO and Director of International Barytex Resources Ltd. His is an
engineering graduate in Mining and Mineral Processing with over 30 years of
international mine evaluation, development, start-up and operating experience
including 26 years with Placer Dome Inc.


Robert Stuart "Tookie" Angus, LL.B - Director

Mr. Angus is Director of IMA Exploration Inc. and an independent business
consultant to the mining industry. Prior involvement included Managing Director
- Mergers and Acquisitions with the Endeavour Group, and Partner and Head of the
Global Mining Group with the legal firm Fasken Martineau DuMoulin LLP.


Jim O'Rourke, BA Sc, P.Eng - Director

Mr. O'Rourke is Director of Kobex Resources Ltd. and President and CEO of Copper
Mountain Mining Corporation. A mining engineer with over 35 years of mine
development and operating experience included positions as former President of
Huckleberry Mines and Princeton Mining Corporation.


Michael J. Atkinson, B.A - Director

Mr. Atkinson is currently Director of IMA Exploration Inc. and President of
Maverick Projects Inc., a private consulting company focusing on merchant
banking opportunities. He has over 15 years of investment and venture capital
industry experience including assisting in forming Quest Capital Corp.


David A. Terry, Ph.D., P.Geo. - Senior Vice President Exploration and Corporate
Development


Dr. Terry is currently Senior Vice President Exploration and Director of IMA
Exploration Inc. He brings over 20 years of varied international mineral
exploration and development experience gained working with a number of mining
and exploration companies.


Sam Yik, B.Comm, C.A. - Chief Financial Officer

Currently CFO for International Barytex Resources Ltd. and Kobex Resources Ltd.
Mr. Yik has over 19 years of diversified business experience as a chartered
accountant in corporate finance, investor relations, corporate development,
commercial management and marketing.


Transaction Structure:

It is expected that the Proposed Transaction will occur by way of plan of
arrangement, subject to a review of tax, corporate and securities law
considerations. IMA, Barytex and Kobex intend to negotiate a definitive
agreement (the "Definitive Agreement") to govern the implementation of the
Proposed Transaction.


The parties intend that the relative values of each merging company will be
based on the estimated value of its working capital at the time the Definitive
Agreement is executed, subject to adjustment if the estimated actual working
capital of any party on the effective date (the "Effective Date") of the
Transaction differs by more than 1% from the estimated working capital at the
time of the Definitive Agreement.


IMA, Barytex and Kobex will conduct their respective businesses in the ordinary
course until the Effective Date. However each has agreed not to dispose of any
mineral assets without the consent of the other parties. In addition, any
acquisition, option, joint venture or similar transaction proposed by any party
prior to the Effective Date and requiring a commitment above a certain monetary
threshold must be approved by all parties.


The Letter Agreement includes a commitment by each of IMA, Barytex and Kobex not
to solicit alternative transactions to the Proposed Transaction. However, in the
event a party receives a bona fide written acquisition proposal which was not
solicited, the other parties have the right to match such proposal.


If the Proposed 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.


Conditions:

The Proposed Transaction is subject to a number of conditions including, but not
limited to, the completion of confirmatory due diligence, definitive
documentation, and regulatory and shareholder approvals. Subject to satisfaction
of all conditions, completion of the Proposed Transaction is expected to occur
prior to 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.


1 Year Kobex Resources Com Npv Chart

1 Year Kobex Resources Com Npv Chart

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