IMA, Kobex and International Barytex sign definitive agreement



    
    IMA Exploration Inc. (AMEX:   IMR, TSXV: IMR)
    Kobex Resources Ltd. (TSXV: KBX)
    International Barytex Resources Ltd. (TSXV: IBX)
    
    VANCOUVER, Aug. 18 /CNW Telbec/ - IMA Exploration Inc. ("IMA") (IMR-AMEX,
IMR-TSX.V), Kobex Resources Ltd. ("Kobex") (TSXV: KBX) and International
Barytex Resources Ltd. ("Barytex") (TSXV: 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.
    
    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.
    
    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.




For further information:

For further information: Joseph Grosso, President & CEO of IMA
Exploration Inc.; Sean Hurd, VP Corporate Communications, 1-800-901-0058,
(604) 687-1828, fax: (604) 687-1858, info@imaexploration.com;
http://www.imaexploration.com; Leo King, President of Kobex Resources Ltd.,
(604) 484-6228, fax: (604) 688-9336; http://www.kobexresources.com; Leo King,
President of International Barytex Resources Ltd., (604) 688-9368, fax: (604)
688-9336; http://www.barytex.com

Organization Profile

INTERNATIONAL BARYTEX RESOURCES LTD.

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