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KBX Kobex Resources Com Npv

0.00
0.00 (0.00%)
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 Sign Definitive Agreement

18/08/2009 5:58pm

Marketwired Canada


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.


1 Year Kobex Resources Com Npv Chart

1 Year Kobex Resources Com Npv Chart

1 Month Kobex Resources Com Npv Chart

1 Month Kobex Resources Com Npv Chart

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