SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of FEBRUARY , 2004.
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IMA EXPLORATION INC.
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(Translation of registrant's name into English)
#709 - 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6, Canada
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
IMA Exploration Inc.
(Registrant)
Date February 11, 2004 By /s/ William Lee
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(Signature)
William Lee, Director and Chief Financial Officer
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1 Print the name and title of the signing officer under his signature.
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BC FORM 53-901F
(FORM 27)
Securities Act
MATERIAL CHANGE REPORT
Section 85(1) of the Securities Act, British Columbia
(the "British Columbia Act")
Section 118(1) of the Securities Act, Alberta (the "Alberta Act")
Section 75(2) of the Securities Act, Ontario (the "Ontario Act")
1. REPORTING ISSUER
The full name of the Issuer is IMA Exploration Inc. (the "Issuer"). The
address and telephone number of the principal office in Canada of the
Issuer is as follows:
#709 - 837 West Hastings Street
Vancouver, BC
V6C 3N6
Phone: (604) 687-1828
2. DATE OF MATERIAL CHANGE
February 11, 2004
3. PRESS RELEASE
A press release dated February 11, 2004, a copy of which is attached, was
released through various approved public media and filed with the TSX
Venture Exchange and the British Columbia, Alberta and Ontario Securities
Commissions.
4. SUMMARY OF MATERIAL CHANGE(S)
Please see attached press release for details.
5. FULL DESCRIPTION OF MATERIAL CHANGE
Please see attached press release for full details.
6. RELIANCE ON SECTION 85(2) OF THE BRITISH COLUMBIA ACT, SECTION 118(2) OF
THE ALBERTA ACT AND SECTION 75(3) OF THE ONTARIO ACT
Not Applicable
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7. OMITTED INFORMATION
Not Applicable
8. SENIOR OFFICER
The following senior officer of the Issuer is knowledgeable about the
material change and may be contacted by the Commission at the following
telephone number:
William Lee
Chief Financial Officer
Phone: (604) 687-1828
9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to herein.
DATED at Vancouver, British Columbia, this 11th day of February, 2004.
/s/ William Lee
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William Lee, Chief Financial Officer
IMA EXPLORATION INC.
Suite 709 - 837 West Hastings Street,
Terminal City Club Tower,
Vancouver, B.C. V6C 3N6
Tel: 604-687-1828 Fax: 604-687-1858 Toll Free: 800-901-0058
Internet: www.imaexploration.com E-mail: info@imaexploration.com
TSX Venture Exchange: IMR OTC Bulletin Board: IMXPF
Frankfurt & Berlin Exchanges: IMT (WKN 884971)
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NEWS RELEASE FEBRUARY 11, 2004
IMA FINALIZES $4.65 MILLION BOUGHT DEAL FINANCING
IMA Exploration Inc. is pleased to announce that it has entered into an
agreement with a syndicate of underwriters led by Canaccord Capital Corporation
and including First Associates Investments Inc. who have agreed to purchase, on
a bought-deal basis, 1,500,000 units of the Company at a purchase price of $3.10
per unit, for total proceeds of $4.65 million. Each unit will consist of one
common share and one half common share purchase warrant. Each full warrant will
entitle the holder thereof to purchase one additional common share in the
capital of the Company for one year at $3.70 per share. The underwriters will be
paid a commission of 6% cash and 200,000 compensation options. The compensation
options will be exercisable at a price of $3.25 per compensation option, for a
period of twelve months, into one share and one half warrant with the warrants
having the same terms as described above. The underwriters' compensation options
will be exercisable for a period of twelve months.
The offering and closing is subject to regulatory approval and normal closing
conditions. This financing has a four-month hold period.
This news release does not constitute an offer to sell or solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "Securities Act") or any state securities laws and may not be
offered or sold within the United States or to U.S. persons unless registered
under the U.S. Securities Act and registration is available. Not for
distribution to US newswire services or for dissemination in the United States.
The proceeds from this financing will be used for general working capital and
for further exploration on the Company's extensive property portfolio of quality
exploration projects.
The Company's primary focus will be to continue to develop reserves on the
Navidad claims and will continue on quality exploration work designed to define
economic gold and silver deposits in Argentina and Peru. IMA has put together an
enviable property portfolio including over 37 well-located, high-potential
projects and is continuing to add this package through grass-roots exploration
and staking.
ON BEHALF OF THE BOARD
/s/ Joseph Grosso
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Mr. Joseph Grosso, President & CEO
For further information please contact Joseph Grosso, President & CEO, or Sean
Hurd, Investor Relations Manager, at 1-800-901-0058 or 604-687-1828, or fax
604-687-1858, or by email info@imaexploration.com, or visit the Company's web
site at http://www.imaexploration.com.
The TSX Venture Exchange has not reviewed and does not accept responsibility for
the adequacy or the accuracy of this release. Cautionary Note to US Investors:
This news release may contain information about adjacent properties on which we
have no right to explore or mine. We advise U.S. investors that the SEC's mining
guidelines strictly prohibit information of this type in documents filed with
the SEC. U.S. investors are cautioned that mineral deposits on adjacent
properties are not indicative of mineral deposits on our properties. This news
release may contain forward-looking statements including but not limited to
comments regarding the timing and content of upcoming work programs, geological
interpretations, receipt of property titles, potential mineral recovery
processes, etc. Forward-looking statements address future events and conditions
and therefore involve inherent risks and uncertainties. Actual results may
differ materially from those currently anticipated in such statements.
2004 Number 6