IMA EXPLORATION INC.
709 - 837 West Hastings Street
Vancouver, B.C. V6C 3N6
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of the
shareholders (the "Shareholders") of IMA Exploration Inc. (the "Company") will
be held in The Garibaldi Room at the Four Seasons Hotel, 791 West Georgia
Street, Vancouver, British Columbia, on Thursday, June 23, 2005 at the hour of
12:30 P.M. (Vancouver time), for the following purposes:
1. To receive the report of the directors;
2. To receive the audited financial statements of the Company for the
fiscal year ended December 31, 2004 (with comparative statements
relating to the preceding fiscal period) together with the related
Management Discussion and Analysis and report of the Auditors
thereon;
3. To determine the number of directors at seven (7);
4. To elect directors;
5. To re-appoint auditors and to authorize the directors to fix their
remuneration;
6. To consider, and if thought fit, to pass an ordinary resolution to
ratify, confirm and approve IMA's stock option plan which was
approved by the shareholders of IMA on June 24, 2004, and which
makes a total of 10% of the issued and outstanding shares of IMA
available for issuance thereunder; and
7. To transact such other business as may properly come before the
Meeting, or any adjournment or adjournments thereof.
Accompanying this Notice of Meeting is a Management Information Circular and
form of proxy for the Shareholders. The accompanying Management Information
Circular provides information relating to the matters to be addressed at the
Meeting and is incorporated into this Notice.
Securityholders are entitled to vote at the Meeting either in person or by
proxy. Those Securityholders who are unable to attend the Meeting in person are
requested to read, complete, sign and mail the enclosed forms of Proxy in
accordance with the instructions set out in the Proxy and the Management Proxy
Circular accompanying this Notices. Please advise IMA of any change in your
mailing address. A proxy will not be valid unless the completed form of proxy is
received by Computershare Trust Company of Canada, Attention: Proxy Department,
9th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, or by fax at
1-866-249-7775 not less than 48 hours (excluding Saturdays, Sundays and
holidays) before the time for holding the Meeting or any adjournment thereof.
DATED at Vancouver, British Columbia on May 5, 2005.
By Order of the Board of Directors
/s/ JOSEPH GROSSO
Joseph Grosso
President and Chief Executive Officer
IMA EXPLORATION INC.
(THE "COMPANY")
SUITE 709 - 837 WEST HASTINGS STREET
VANCOUVER, BRITISH COLUMBIA
CANADA V6C 3N6
INFORMATION CIRCULAR
(Containing information as at May 5, 2005)
SOLICITATION OF PROXIES
THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF
PROXIES BY THE MANAGEMENT OF THE COMPANY FOR USE AT THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS OF THE COMPANY (AND ANY ADJOURNMENT THEREOF) (THE "MEETING") TO
BE HELD ON THURSDAY, JUNE 23, 2005 AT THE TIME AND PLACE AND FOR THE PURPOSES
SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING. While it is expected that the
solicitation will be primarily by mail, proxies may be solicited personally or
by telephone by the regular employees of the Company at nominal cost. All costs
of solicitation by management will be borne by the Company.
THE CONTENTS AND THE SENDING OF THIS INFORMATION CIRCULAR HAVE BEEN APPROVED BY
THE DIRECTORS OF THE COMPANY.
APPOINTMENT AND REVOCATION OF PROXIES
The individuals named in the accompanying form of proxy are Directors and/or
Officers of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO
NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO
SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING
FORM OF PROXY AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE
PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy
will not be valid unless the completed form of proxy is received by
Computershare Trust Company of Canada, Attention: Proxy Department, 9th Floor,
100 University Avenue, Toronto, Ontario, M5J 2Y1, or by fax at 1-866-249-7775,
(the "Transfer Agent") not less than 48 hours (excluding Saturdays, Sundays and
holidays) before the time for holding the Meeting or any adjournment thereof, or
delivered to the Chairman of the Meeting prior to the commencement of the
Meeting.
A shareholder who has given a proxy may revoke it by an instrument in writing
executed by the shareholder or by his attorney authorized in writing or, where
the shareholder is a corporation, by a duly authorized officer or attorney of
the corporation, and delivered to the registered and records office of the
Company, at 709 - 837 West Hastings Street, Vancouver, British Columbia, V6C
3N6, at any time up to and including the last business day preceding the day of
the Meeting or if adjourned, any reconvening thereof, or to the Chairman of the
Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or
in any other manner provided by law. A revocation of a proxy does not affect any
matter on which a vote has been taken prior to the revocation.
ADVICE TO BENEFICIAL SHAREHOLDERS
ONLY REGISTERED SHAREHOLDERS OR DULY APPOINTED PROXYHOLDERS ARE PERMITTED TO
VOTE AT THE MEETING. SHAREHOLDERS WHO DO NOT HOLD THEIR SHARES IN THEIR OWN NAME
(REFERRED TO HEREIN AS "BENEFICIAL SHAREHOLDERS") ARE ADVISED THAT ONLY PROXIES
FROM SHAREHOLDERS OF RECORD CAN BE RECOGNIZED AND VOTED AT THE MEETING.
Beneficial Shareholders who complete and return an instrument of proxy must
indicate thereon the person (usually a brokerage house) who holds their shares
as a registered Shareholder. Every intermediary (broker) has its own mailing
procedure, and provides its own return instructions, which should be carefully
followed. The instrument of proxy supplied to Beneficial Shareholders is
identical to that provided to registered Shareholders. However, its purpose is
limited to instructing the registered Shareholder how to vote on behalf of the
beneficial Shareholder.
-2-
If common shares are listed in an account statement provided to a Shareholder by
a broker, then in almost all cases those shares will not be registered in such
Shareholder's name on the records of the Company. Such shares will more likely
be registered under the name of the Shareholder's broker or an agent of that
broker. In Canada, the vast majority of such shares are registered under the
name of CDS & Co. (the registration name for The Canadian Depository for
Securities, which company acts as nominee for many Canadian brokerage firms).
Common shares held by brokers or their nominees can only be voted (for or
against resolutions) upon the instructions of the Beneficial Shareholder.
Without specific instructions, brokers/nominees are prohibited from voting
shares for their clients. The directors and officers of the Company do not know
for whose benefit the common shares registered in the name of CDS & Co. are
held.
In accordance with National Instrument 54-101 - Communication with Beneficial
Owners of Securities of a Reporting Issuer, the Company has distributed copies
of the Notice of Meeting, this Information Circular and the Proxy to the
clearing agencies and intermediaries for onward distribution to Beneficial
Shareholders. Applicable regulatory policy requires intermediaries/brokers to
seek voting instructions from Beneficial Shareholders in advance of
Shareholders' meetings unless the Beneficial Shareholders has waived the right
to receive meeting materials. Every intermediary/broker has its own mailing
procedures and provides its own return instructions, which should be carefully
followed by Beneficial Shareholders in order to ensure that their common shares
are voted at the Meeting. Often the form of proxy supplied to a Beneficial
Shareholder by its broker is identical to the form of proxy provided by the
Company to the registered Shareholders. However, its purpose is limited to
instructing the registered Shareholder how to vote on behalf of the Beneficial
Shareholder should a beneficial Shareholder receiving such a form wish to vote
at the Meeting, the beneficial Shareholder should strike out the names of the
Management Proxyholders named in the form and insert the beneficial
Shareholder's name in the blank provided and return the materials to the broker
as directed.
The majority of brokers now delegate responsibility for obtaining instructions
from clients to Independent ADP Investor Communications Services ("ADP"). ADP
typically applies a special sticker to the proxy forms, mails those forms to the
Beneficial Shareholders and asks Beneficial Shareholders to return the proxy
forms to ADP. ADP then tabulates the results of all instructions received and
provides appropriate instructions respecting the voting of common shares to be
represented at the Meeting. A BENEFICIAL SHAREHOLDER RECEIVING A PROXY WITH AN
ADP STICKER ON IT CANNOT USE THAT PROXY TO VOTE COMMON SHARES DIRECTLY AT THE
MEETING - THE PROXY MUST BE RETURNED TO ADP WELL IN ADVANCE OF THE MEETING IN
ORDER TO HAVE THE COMMON SHARES VOTED. All references to Shareholders in this
Information Circular and the accompanying Instrument of Proxy and Notice of
Meeting are to Shareholders of record unless specifically stated otherwise.
"THERE ARE TWO KINDS OF BENEFICIAL OWNERS - THOSE WHO OBJECT TO THEIR NAME BEING
MADE KNOWN TO THE ISSUERS OF SECURITIES WHICH THEY OWN (CALLED OBOS FOR
OBJECTING BENEFICIAL OWNERS) AND THOSE WHO DO NOT OBJECT TO THE ISSUERS OF THE
SECURITIES THEY OWN KNOWING WHO THEY ARE (CALLED NOBOS FOR NON-OBJECTING
BENEFICIAL OWNERS). UP UNTIL SEPTEMBER 2002, ISSUERS (INCLUDING THE DIRECTORS
AND OFFICERS OF THE CORPORATION) HAD NO KNOWLEDGE OF THE IDENTITY OF ANY OF
THEIR BENEFICIAL OWNERS INCLUDING NOBOS ,SUBJECT TO THE PROVISION OF NATIONAL
INSTRUMENT 54-101, COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF
REPORTING ISSUERS, HOWEVER AFTER SEPTEMBER 1, 2002 ISSUERS COULD REQUEST AND
OBTAIN A LIST OF THEIR NOBOS FROM INTERMEDIARIES VIA THEIR TRANSFER AGENTS.
PRIOR TO SEPTEMBER 1, 2004 ISSUERS COULD OBTAIN THIS NOBO LIST AND USE IT FOR
SPECIFIC PURPOSES CONNECTED WITH THE AFFAIRS OF THE CORPORATION EXCEPT FOR THE
DISTRIBUTION OF PROXY-RELATED MATERIALS DIRECTLY TO NOBOS. THIS WAS STAGE ONE OF
THE IMPLEMENTATION OF THE INSTRUMENT. EFFECTIVE FOR SHAREHOLDER MEETINGS TAKING
PLACE ON OR AFTER SEPTEMBER 1, 2004 ISSUERS CAN OBTAIN AND USE THIS NOBO LIST
FOR DISTRIBUTION OF PROXY-RELATED MATERIALS DIRECTLY (NOT VIA ADP) TO NOBOS.
THIS IS STAGE TWO OF THE IMPLEMENTATION OF THE INSTRUMENT.
-3-
THIS YEAR, THE CORPORATION HAS DECIDED TO TAKE ADVANTAGE OF THOSE PROVISIONS OF
NATIONAL INSTRUMENT 54-101 THAT PERMIT IT TO DIRECTLY DELIVER PROXY-RELATED
MATERIALS TO ITS NOBOS. AS A RESULT NOBOS CAN EXPECT TO RECEIVE A SCANNABLE
VOTING INSTRUCTION FORM (VIF) FROM OUR TRANSFER AGENT, COMPUTERSHARE TRUST
COMPANY OF CANADA (OR COMPUTERSHARE INVESTOR SERVICES INC AS THE CASE MIGHT BE)
"COMPUTERSHARE". THESE VIFS ARE TO BE COMPLETED AND RETURNED TO COMPUTERSHARE IN
THE ENVELOPE PROVIDED OR BY FACSIMILE. IN ADDITION, COMPUTERSHARE PROVIDES BOTH
TELEPHONE VOTING AND INTERNET VOTING AS DESCRIBED ON THE VIF ITSELF WHICH
CONTAIN COMPLETE INSTRUCTIONS. COMPUTERSHARE WILL TABULATE THE RESULTS OF THE
VIFS RECEIVED FROM NOBOS AND WILL PROVIDE APPROPRIATE INSTRUCTIONS AT THE
MEETING WITH RESPECT TO THE SHARES REPRESENTED BY THE VIFS THEY RECEIVE."
VOTING OF PROXIES
Shares represented by properly executed proxies in favour of persons designated
in the enclosed form of proxy WILL BE VOTED FOR ALL MATTERS TO BE VOTED ON AT
THE MEETING AS SET OUT IN THIS INFORMATION CIRCULAR OR WITHHELD FROM VOTING IF
SO INDICATED ON THE FORM OF PROXY.
The shares represented by proxies will, on any poll where a choice with respect
to any matter to be acted upon has been specified in the form of proxy, be voted
in accordance with the specification made.
SUCH SHARES WILL ON A POLL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE
HAS BEEN SPECIFIED BY THE SHAREHOLDER.
The enclosed form of proxy when properly completed and delivered and not revoked
confers discretionary authority upon the person appointed proxy thereunder to
vote with respect to amendments or variations of matters identified in the
Notice of Meeting, and with respect to other matters which may properly come
before the Meeting. In the event that amendments or variations to matters
identified in the Notice of Meeting are properly brought before the Meeting or
any further or other business is properly brought before the Meeting, it is the
intention of the persons designated in the enclosed form of proxy to vote in
accordance with their best judgement on such matters or business. At the time of
the printing of this Information Circular, the management of the Company knows
of no such amendment, variation or other matter which may be presented to the
Meeting.
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
Other than as set forth in this Information Circular, no director or senior
officer of the Company nor any proposed nominee for election as a director of
the Company, nor any associate or affiliate of any of the foregoing, has any
material interest, directly or indirectly, by way of beneficial ownership of
securities or otherwise, in any matter to be acted upon other than the election
of directors or the appointment of auditors. Directors and senior officers may,
however, be interested in the general authorization granted to the directors
with respect to "Stock Options to Insiders" as detailed herein.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
Issued and Outstanding: 45,479,724 Common shares without par value
Authorized Capital: Unlimited Common shares without par value
Only shareholders of record at the close of business on May 5, 2005 which is a
day that is no fewer than thirty days prior to the date of the Meeting (the
"Record Date") who either personally attend the Meeting or who have completed
and delivered a form of proxy in the manner and subject to the provisions
described above shall be entitled to vote or to have their shares voted at the
Meeting.
Each shareholder is entitled to one vote for each common share registered in his
name on the list of shareholders, which is available for inspection during
normal business hours at the Transfer Agent and at the Meeting.
-4-
To the knowledge of the directors and senior officers of the Company, no person
or company beneficially own, directly or indirectly or exercise control or
direction over, shares carrying more than 10% of the voting rights attached to
all outstanding shares of the Company.
ELECTION OF DIRECTORS
The Board of Directors presently consists of seven directors and it is intended
to determine the number of directors at seven and to elect seven directors for
the ensuing year.
The term of office of each of the present directors expires at the Meeting. The
persons named below will be presented for election at the Meeting as
management's nominees and the persons named in the accompanying form of proxy
intend to vote for the election of these nominees. Management does not
contemplate that any of these nominees will be unable to serve as a director.
Each director elected will hold office until his/her successor is elected or
appointed, unless his/her office is earlier vacated in accordance with the
Articles of the Company, or with the provisions of the Business Corporations Act
( British Columbia).
In the following table and notes thereto is stated the name of each person
proposed to be nominated by management for election as a director, the country
in which he/she is ordinarily resident, all offices of the Company now held by
him/her, his/her principal occupation, the period of time for which he/she has
been a director of the Company, and the number of shares of the Company
beneficially owned by him/her, directly or indirectly, or over which he/she
exercises control or direction, as at the date hereof.
-----------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION AND IF NO. OF
NOT AT PRESENT AN ELECTED COMMON SHARES
DIRECTOR, OCCUPATION DURING THE DIRECTOR BENEFICIALLY
NAME, POSITION AND COUNTRY OF RESIDENCE(1) PAST FIVE YEARS(1) SINCE HELD(2)
-----------------------------------------------------------------------------------------------------------------
GERALD D. CARLSON President and director of Copper 1999 47,500
Chairman and Director Ridge Exploration Inc., a public
Canada British Columbia mineral exploration
company from March 1999 to present.
-----------------------------------------------------------------------------------------------------------------
JOSEPH GROSSO Director and officer of IMA since 1990 1,217,675
President, Chief Executive Officer and February 1990; President of Oxbow
Director International Marketing Corp., a
Canada private BC company.
-----------------------------------------------------------------------------------------------------------------
ART LANG(3) Chief Financial Officer of IMA 2004 Nil
Chief Financial Officer, Vice-President since April 2, 2004; Consultant
and Director providing financial management
Canada services to various clients from
1999 to March 2004.
-----------------------------------------------------------------------------------------------------------------
ROBERT STUART (TOOKIE) ANGUS(3) Managing Director, Mergers and 2003 Nil
Director Acquisitions, Endeavour Financial
Canada Ltd., November 2003 to present;
Partner in law firm, Fasken Martineau
DuMoulin LLP from February 2001 to
October 2003; Partner in law firm,
Stikeman Elliott from 1998 to 2001.
-----------------------------------------------------------------------------------------------------------------
-5-
-----------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION AND IF NO. OF
NOT AT PRESENT AN ELECTED COMMON SHARES
DIRECTOR, OCCUPATION DURING THE DIRECTOR BENEFICIALLY
NAME, POSITION AND COUNTRY OF RESIDENCE(1) PAST FIVE YEARS(1) SINCE HELD(2)
-----------------------------------------------------------------------------------------------------------------
CHET IDZISZEK(3) President, CEO and director of 2003 175,900
Director Madison Enterprises Corp. from
Canada 1993 to present; President, CEO
and director of Adrian Resources
Ltd. from June 1990 to present.
-----------------------------------------------------------------------------------------------------------------
DAVID TERRY Vice President, Exploration for 2004 2,000
Director Amera Resources Corporation from
Canada March 2004 to present; Regional
geologist with the BC Ministry of
Energy and Mines in Cranbrook, BC
from May 2001 to March 2004;
Project Geologist with Boldien
Limited prior to May 2001.
-----------------------------------------------------------------------------------------------------------------
DAVID HORTON(3) Senior Vice-President of 2004 Nil
Director Canaccord Capital Corporation
Canada from 1996 to present.
-----------------------------------------------------------------------------------------------------------------
NOTES:
(1) The information as to country of residence and principal occupation, not
being within the knowledge of the Company, has been furnished by the
respective directors individually.
(2) The information as to shares beneficially owned or over which a director
exercises control or direction, not being within the knowledge of the
Company, has been furnished by the respective directors individually.
(3) Denotes member of Audit Committee.
STATEMENT OF EXECUTIVE COMPENSATION
The Company is required, under applicable securities legislation in Canada, to
disclose to its shareholders details of compensation paid to its directors and
officers. The following fairly reflects all material information regarding
compensation paid by the Company to its directors and officers, which
information has been disclosed to the Company's shareholders in accordance with
applicable Canadian law.
EXECUTIVE COMPENSATION
Summary Compensation Table
Named Executive Officers mean the Chief Executive Officer ("CEO") of the
Company, regardless of the amount of compensation of that individual and each of
the Company's four most highly compensated executive officers, other than the
CEO, who were serving as executive officers at the end of the most recent
financial year. In addition, disclosure is also required for any individual
whose total salary and bonus during the most recent financial year was at least
$100,000, whether or not they were an executive officer at the end of the
financial year.
During the Company's last completed financial year ended December 31, 2004, the
Company had one Named Executive Officer, Mr. Joseph Grosso.
-6-
The following table (presented in accordance with the regulations (the
"Regulations") made under the Securities Act (British Columbia)) sets forth all
annual and long term compensation for services in all capacities to the Company
for the financial years ended December 31, 2004, 2003 and 2002 (to the extent
required by the Regulations) in respect of the Named Executive Officer:
---------------------------------------
LONG TERM COMPENSATION
------------------------------ ---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------ ---------------------------- ------- ---------
OTHER RESTRICTED
------------------ ANNUAL SECURITIES SHARES OR ALL OTHER
NAME AND ---- COMPEN- UNDER OPTIONS/ RESTRICTED LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION SARS GRANTED SHARE UNITS PAYOUTS SATION
($) ($) ($) (#)(1) (#) ($) ($)
------------------ ---- ------------------------------ ---------------------------- ------- ---------
Joseph Grosso 2004 102,000 Nil Nil 150,000 Nil Nil Nil
President and CEO 2003 102,000 Nil Nil 200,000 Nil Nil Nil
2002 102,000 Nil Nil 500,000 Nil Nil Nil
------------------ ---- ------------------------------ ---------------------------- ------- ---------
NOTE:
(1) Figures represent options granted during a particular year; see "Aggregate
Option" table for the aggregate number of options outstanding at year end.
Long Term Incentive Plan Awards
The Company does not have any long term incentive plan awards ("LTIP") defined
as "any plan providing compensation intended to serve as an incentive for
performance to occur over a period longer than one financial year whether
performance is measured by reference to financial performance of the Company or
an affiliate, or the price of the Company's shares but does not include option
or SAR plans or plans for compensation through restricted shares or units."
Option/Stock Appreciation Right ("SAR") Grants and Repricings During the Most
Recently Completed Financial Year
The following table sets forth stock options granted by the Company during the
financial year ended December 31, 2004 to the Named Executive Officer of the
Company:
------------------------------------------------------------------------------------------------------------------
MARKET VALUE OF
SECURITIES % OF TOTAL SECURITIES
UNDER OPTIONS OPTIONS GRANTED EXERCISE OR UNDERLYING OPTIONS
GRANTED IN FINANCIAL BASE PRICE ON DATE OF GRANT
NAME (#) YEAR(1) ($/SECURITY)(2) ($/SECURITY) EXPIRATION DATE
------------------------------------------------------------------------------------------------------------------
Joseph Grosso 150,000 10.47% $3.10 $2.85 March 24, 2009
------------------------------------------------------------------------------------------------------------------
NOTES:
(1) Percentage of all options granted during the financial year.
(2) The exercise price of stock options was set according to the rules of the
TSX Venture Exchange ("TSX Venture").
-7-
Aggregated Option Exercises During the Most Recently Completed Financial Year
and Financial Year-end Option/SAR Values
The following table sets forth details of all exercises of stock options during
the financial year ended December 31, 2004 by the Named Executive Officer(s),
and the financial year end value of unexercised options on an aggregated basis:
-----------------------------------------------------------------------------------------------------------------
UNEXERCISED OPTIONS VALUE OF UNEXERCISED
AT FINANCIAL YEAR IN THE MONEY OPTIONS
SECURITIES END(3) AT FINANCIAL YEAR END
ACQUIRED ON AGGREGATE VALUE (#) ($)(3)(4)
EXERCISE(1) REALIZED(2) EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------
JOSEPH GROSSO Nil Nil 150,000 $138,000
-----------------------------------------------------------------------------------------------------------------
NOTES:
(1) Number of common shares of the Company acquired on the exercise of stock
options.
(2) Calculated using the closing price of common shares of the Company on the
TSX Venture.
(3) As freestanding SARs have not been granted, the number of shares relate
solely to stock options.
(4) Value of unexercised in-the-money options calculated using the closing
price of common shares of the Company on the TSX Venture on December 31,
2004 of $4.02 per share, less the exercise price of in-the-money stock
options.
Termination of Employment or Change of Control
Other than as described in the Summary Compensation Table, the Company has no
plans or arrangements with respect to remuneration received or that may be
received by the Named Executive Officers during the Company's most recently
completed financial year or current financial year in view of compensating such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control, etc.) or a change in responsibilities following a
change of control, where the value of such compensation exceeds $100,000 per
executive officer.
DIRECTOR COMPENSATION
Cash Compensation
The Company does not compensate its directors in their capacities as such,
although directors of the Company are reimbursed for their expenses incurred in
connection with their services as directors. The directors did not receive any
reimbursements during the financial year ended December 31, 2004.
Non-Cash Compensation
The following table sets forth stock options granted by the Company during the
financial year ended December 31, 2004 to the directors who are not the Named
Executive Officer of the Company:
-----------------------------------------------------------------------------------------------------------------
% OF TOTAL MARKET VALUE OF
SECURITIES OPTIONS SECURITIES
UNDER OPTIONS GRANTED IN EXERCISE OR UNDERLYING OPTIONS
GRANTED FINANCIAL BASE PRICE ON DATE OF GRANT
NAME (#) YEAR(1) ($/SECURITY)(2) ($/SECURITY) EXPIRATION DATE
-----------------------------------------------------------------------------------------------------------------
Directors as a group who 550,000 37% $3.10 $2.85 March 24, 2009
are not Named Executive
Officers
-----------------------------------------------------------------------------------------------------------------
NOTES:
(1) Percentage of all options granted during the financial year.
(2) The exercise price of stock options was set according to the rules of the
TSX Venture.
-8-
The following table sets forth details of all exercises of stock options during
the financial year ended December 31, 2004 by the directors who are not the
Named Executive Officer, and the financial year end value of unexercised
options:
-----------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED IN
UNEXERCISED OPTIONS AT THE MONEY OPTIONS AT
FINANCIAL YEAR END(3) FINANCIAL YEAR END
SECURITIES (#) ($)(3)(4)
ACQUIRED ON AGGREGATE VALUE
EXERCISE(1) REALIZED(2) EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------
Directors as a group Nil Nil 550,000 $506,000
who are not Named
Executive Officers
-----------------------------------------------------------------------------------------------------------------
NOTES:
(1) Number of common shares of the Company acquired on the exercise of stock
options.
(2) Calculated using the closing price of common shares of the Company on the
TSX Venture.
(3) As freestanding SARs have not been granted, the number of shares relate
solely to stock options.
(4) Value of unexercised in-the-money options calculated using the closing
price of common shares of the Company on the TSX Venture on December 31,
2004 of $4.02 per share, less the exercise price of in-the-money stock
options.
Defined Benefit or Actuarial Plan Disclosure
The Company does not have any defined benefit or actuarial plans under which
benefits are determined primarily by final compensation (or average final
compensation) and years of service of the Named Executive Officer.
Performance Graph
The following graph compares the yearly percentage change in the cumulative
total shareholder return on the common shares of the Company, for the last five
years, with the cumulative total return of the S&P/TSX composite index. The
common share trading data is as reported by the TSX. The value for each year
represents the closing price as of December 31 on that year.
[GRAPHIC OMITTED]
Omitted Graphic Information: $100 invested on December 31, 2000 with the S&P/TSX
Composite Index compared to $100 invested on December 31, 2000 with the Company
is as follows:
Value as of: S&P/TSX Composite The Company
December 31, 2000 $100.00 $100.00
December 31, 2001 $75.00 $108.11
December 31, 2002 $80.00 $148.65
December 31, 2003 $85.00 $472.97
December 31, 2004 $90.00 $1,086.48
-9-
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth details of compensation plans during the
financial year ended December 31, 2004.
----------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES REMAINING
NUMBER OF SECURITIES TO BE AVAILABLE FOR FUTURE ISSUANCE
ISSUED UPON EXERCISE OF WEIGHTED-AVERAGE EXERCISE UNDER EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, PRICE OF OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
----------------------------------------------------------------------------------------------------------------------
Plan Category (a) (b) (c)
----------------------------------------------------------------------------------------------------------------------
Equity compensation 1,347,500 $1.89 2,211,000
plans approved by
securityholders
----------------------------------------------------------------------------------------------------------------------
Equity compensation N/A N/A N/A
plans not approved by
securityholders
----------------------------------------------------------------------------------------------------------------------
Total 1,347,500 $1.89 2,211,000
----------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CORPORATE GOVERNANCE PRACTICES
In accordance with disclosure requirements, the Board of Directors of the
Company has adopted the following statement of corporate governance practices:
1. Stewardship of the Company
The Board of Directors, accepted the responsibility for the stewardship of
the Company, specifically for overseeing the operation of the Company and
supervising management. The Board has expressed to management, that the
goal of the Company is to create shareholder value through the development
of its properties in South America.
The Board acts in accordance of the Canadian Business Corporations Act, the
Company's Articles of Incorporation and By-laws, as well as the policies of
the TSX Venture Exchange and securities rules in the Province of British
Columbia.
Every Board member is part of the process of establishing policies for the
Company and its subsidiaries.
1A. Adoption of Strategic Planning Process
The Board participates in strategic planning by considering and, if
deemed appropriate, adopting plans proposed and developed by
management, with management having the primary responsibility for
developing a strategic plan.
1B. Principal Risks
The Board considers the risks inherent in the mining industry and
receives periodic assessments from management as to these risks and
the Company's strategies to manage these risks.
1C. Succession Planning
The Board reviews the personnel needs of the Company from time to
time, having particular regard to succession issues relating to senior
management. The training and development of personnel is generally
left to management. The Board appoints the President, Chief Executive
Officer and Chairman, as well as the Audit Committee members, the
Compensation Committee members (if required) and officers each year at
its first meeting of Directors immediately following the Annual
General Meeting.
-10-
1D. Communications Policy
The Board assesses from time to time how effectively the Company
communicates with shareholders, but does not have a formal
communication policy. The Company meets or exceeds all requirements to
disseminate material information in a timely manner based on the TSX
Exchange policies. The Company keeps an electronic database for
disseminating information, has provided interested parties with a toll
free number, meets with brokers and portfolio managers and attends
investment conferences in Canada and the U.S. The Company has a
website with detailed information on its properties and corporate
structure and offers parties an electronic means of communicating with
the Company.
1E. Integrity of Internal Control
The Board, through the Audit Committee and in conjunction with its
auditors, assesses the adequacy of the Company's internal control and
management information systems. This process is undertaken on a
quarterly basis including during preparation of the year end financial
audit.
2. Board Independence
The Board shall consist of seven directors. Of the seven management
nominees for the Board, Gerald Carlson, Chet Idziszek, Robert Angus and
David Horton are "outside" and "unrelated" directors. The other three
nominees, Joseph Grosso, Art Lang and David Terry, by nature of their
management positions, are "inside" and "related". The entrepreneurial
nature of the Company, and the current stage of the Company's development,
make it appropriate for the Board to be composed of the present number and
composition of directors, and the Board believes that when balanced against
the attendent increase in cost to the Company and possible reduction in the
efficiency with which decisions are made, it would not be warranted to
significantly increase the size of the Board or change the Board's
composition at this time.
3. Individual Unrelated Directors
The Board currently consists of three related and inside directors, Joseph
Grosso, Art Lang and David Terry. Gerald Carlson, Chet Idziszek, Robert
Angus and David Horton are unrelated and outside directors.
Mr. Grosso, has been since 1990, a director, President and Chief Executive
Officer of IMA Exploration Inc. He is also President, CEO, Chairman and a
Director of Golden Arrow Resources Corporation, and Chairman and Director
of Amera Resources Corporation.
Mr. Art Lang has been a director and Chief Financial Officer of the Company
since 2004. He is also a director, CFO and Vice-President of Golden Arrow
Resources Corporation and Chief Financial Officer of Amera Resources
Corporation since March 2005.
Dr. Gerald Carlson is President and a director of Copper Ridge Exploration
Inc.
Mr. Chet Idziszek is President, CEO and a director of Madison Enterprises
Corp., and President, CEO and a director of Adrian Resources Ltd.
Mr. Robert Angus is Managing Director, Mergers and Acquisitions at
Endeavour Financial Ltd. He has also been a partner in the law firm of
Fasken Martineau DuMoulin and Stikeman Elliott.
Mr. David Horton has acted as Senior Vice-President for Canaccord Capital
Corporation since 1996.
Mr. David Terry has been a director and VP Exploration for the Company
since 2004. He is also VP-Exploration for Amera Resources Corporation and a
director and VP Exploration for Golden Arrow Resources Corporation.
-11-
4. Nominating Committee
The Board has not constituted a nominating committee to propose new
nominees to the Board and for assessing directors' performance as the
Company is too small to justify a formal process in this regard. However,
the Board as a whole from time to time discusses potential candidates for
the Board, particularly during the preparation of the Annual General
Meeting Information Circular.
5. Assessing the Board's Effectiveness
The Board has not constituted a committee to assess the effectiveness of
the Board as a whole or the contribution of individual directors but, the
Chairman has the responsibility for ensuring the effective operation of the
Board.
6. Orientation and Education of Directors
The Company does not have a formal process of orientation and education for
new members of the Board as some senior Board members currently have
considerable experience as members of the boards of other public companies.
However, senior management presents updated presentations on material
changes of the Company's business to all members of the Board.
7. Effective Board Size
The Board has considered its size with a view to the impact of size upon
its effectiveness and has concluded that the number of directors as
presently constituted is appropriate for the Company given the complexity
and current stage of development of the Company's business. The Board as
presently constituted includes considerable experience in the mining
industry as well as financial experience.
8. Compensation of Directors
Board members are presently compensated in the manner described in the
Company's Annual General Meeting Information Circular under the heading
"Executive Compensation" and the Board has determined that the level of
compensation is appropriate having regard to the responsibilities and risks
associated with Board membership and the compensation provided to Boards of
similar companies.
9. Committees and Outside Directors
The Board has one committee: The Audit Committee. The Audit Committee
members are Robert Angus, Chet Idziszek, Art Lang and David Horton. Mr.
Horton is Chairman of the Committee. The Audit Committee members consist of
three outside and unrelated directors and one inside and related director.
The Audit Committee meets each quarter to review the interim financials and
meets one time, and more if necessary, to review the year end financials.
The auditors of the Company report to the Audit Committee.
The Audit Committee reviews the Company's annual consolidated financial
statements and interim financial statements before the board approves them.
10. Approach to Corporate Governance
The Board of Directors has expressly assumed the responsibility for
developing the Company's approach to governance issues and in responding to
governance guidelines.
-12-
11. Position Descriptions
The Company has not formally developed position descriptions for the Board
and the Chief Executive Officer, however, the Board is satisfied that
senior management is fully aware of their responsibilities and those
matters which are within their mandate.
12. Board Independence
The Board has functioned, and is of the view that it can continue to
function, independently of management, as required. The CEO and President,
Mr. Joseph Grosso is a member of management. The Board has not met without
management present, given management representation on the Board and given
that in view of the size of the Company and the nature of its business, it
is essential that those having an intimate knowledge of the Company's
operations be present during important Board discussions. Notwithstanding
the foregoing, if the Board believed it was appropriate and meaningful, it
would formalize a process whereby the Board could meet in the absence of
management for the handling of the Board's overall relationship with
management.
AUDIT COMMITTEE
The Board has only one committee, the Audit Committee. The Committee reviews the
Company's annual consolidated financial statements and interim financial
statements before the board approves them, as well as the MD&A's. The Audit
Committee is composed of three outside and unrelated directors, Mr. Robert
Angus, Mr. Chet Idziszek and Mr. David Horton and one inside and related
director, Mr. Art Lang. Refer to Item 3. under Statements of Corporate
Governance Practices.
Due to its size, the Company has no formal internal audit process. The Audit
Committee has direct communication channels with the external auditors and is
responsible for recommending to the Board of Directors the appointment of the
auditor and setting the auditor's remuneration. The external auditors report
directly to the Company's Audit Committee.
The Board has not adopted a formal system which would enable an individual
director to engage an outside advisor at the expense of the Company. If such an
engagement were deemed appropriate, it is anticipated that such a request would
be brought by the particular director to the Board for consideration.
Principal Accountant Fees and Services
The Company has paid its auditors, PriceWaterhouseCoopers, the following fees
for the period ending December 31, 2004.
To December 31, 2004
--------------------
Audit Fees $ 30,000
Audit Related Fees Including Tax Fees $ 113,650
All Other Fees $ 480
The above listed services were approved by the Company's audit committee.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS OF THE COMPANY
No director or senior officer of the Company, proposed management nominee for
election as a director of the Company or each associate or affiliate of any such
director, senior officer or proposed nominee is or has been indebted to the
Company or any of its subsidiaries at any time during the Company's last
completed financial year, other than routine indebtedness.
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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Other than transactions carried out in the normal course of business of the
Company or any of its affiliates, none of the directors or senior officers of
the Company, a proposed management nominee for election as a director of the
Company, any shareholder beneficially owning shares carrying more than 10% of
the voting rights attached to the shares of the Company nor an associate or
affiliate of any of the foregoing persons had since January 1, 2004 (the
commencement of the Company's last completed financial year) any material
interest, direct or indirect, in any transactions which materially affected the
Company or any of its subsidiaries or in any proposed transaction which has or
would materially affect the Company or any of its subsidiaries.
APPOINTMENT OF AUDITORS
Unless such authority is withheld, the persons named in the accompanying proxy
intend to vote for the appointment of PriceWaterhouse Coopers, LLP, 7th Floor,
250 Howe Street, Vancouver, British Columbia V6C 3S7,as auditors of the Company
and to authorize the directors to fix their remuneration.
MANAGEMENT CONTRACTS
By agreement, made effective as of July 1, 1999, Oxbow International Marketing
Corp., a private company owned by Joseph Grosso, is paid a consulting fee of
$8,500 per month for making available the services of Joseph Grosso as President
and Chief Executive Officer of IMA. Under the terms of the contract, a payment
is due in the event that Oxbow's services are terminated without cause or upon a
change of control. The termination payment would include a bonus of $6,500 per
month, retroactive to July 1, 1999, plus an additional three years of
compensation at $15,000 per month. During the fiscal year ended December 31,
2004, Oxbow was paid $102,000.
By agreement dated January 1, 1996, as amended December 10, 1996 and August 22,
2001, Nikolaos Cacos, an officer and director of IMA, was paid $5,500 per month
for professional services rendered. By amended agreement dated January 5, 2004,
Mr. Cacos received $2,200. for January 2004, $1,650. for February 2004 and
thereafter $1,375 for a total of $17,600 for the year ending December 31, 2004.
By agreement dated June 11, 2001, as extended, Sean Hurd, a director of IMA, is
paid $4,000 per month for professional services rendered. By an amendment
January 1, 2004, Mr. Hurd was paid $2,400 per month plus a bonus at year end for
an aggregate of $73,800.
By agreement dated April 1, 2004, KGE Management Ltd., ("KGE"), a private
company owned by Gerald Carlson, Chairman of IMA, was paid $2,000 per month,
plus $600 per day if services are rendered for more than three days per month,
for an aggregate payment in 2004 of $34,749. The agreement expired March 31,
2005 and has been renewed for six months with the same terms.
GROSSO GROUP MANAGEMENT CONTRACT
Effective January 1, 2005, the Company engaged the Grosso Group Management Ltd.
to provide services and facilities to the Company. As of the date of this
Information Circular, a formal agreement among the Company and the Grosso Group
has not been finalized. Until such time as the formal agreement has been
finalized, the Company and the Grosso Group intend to work under the terms of
the proposed Administration Services Agreement by and among the Company and the
Grosso Group, which is discussed below. It is anticipated that the formal
agreement will have an effective date of January 1, 2005.
The Grosso Group is a private company which will be owned by the Company, Golden
Arrow Resources Corporation, Amera Resources Corporation and Gold Point
Exploration Ltd., each of which will own one share. Pursuant to the terms of the
proposed Administration Services Agreement, the Grosso Group will provide its
shareholder companies with geological, corporate development, administrative,
and management services on a non-exclusive and on an "as needed" and "as
available" basis. The administration services for each shareholder company shall
include bookkeeping, accounting and services in connection with quarterly
filings, material change reports and other disclosure filings on SEDAR.
-14-
The Grosso Group will provide each shareholder company with:
1. the use of the Grosso Group's offices;
2. receptionist personnel;
3. office equipment; and
4. services of administration, accounting, purchasing, secretarial and
like support staff on an "as needed" and "as available" basis.
Shareholder companies may appoint the Grosso Group to manage their work
programs. In such event, the Grosso Group will generally retain suppliers and
contracts in connection with each shareholder company's approved work programs
and will separately invoice such shareholder company for the third-party costs
and such invoice will include a handling charge as a percentage of the
third-party costs, such charge to be in accordance with industry standards and
reviewed for reasonableness from time to time, and which would be negotiated at
the time of such work program.
Each shareholder company will pay the Grosso Group a monthly fee for the Grosso
Group's services. The Grosso Group intends to allocate the costs of the staff
and related general and administrative expenses to its shareholder companies on
a full recovery basis. The fee will be based upon a pro-rationing of the Grosso
Group's costs, including its executive staff and other overhead, among each of
the shareholder companies, with regard to the expected average annual level of
services provided to each shareholder company. The staff of the Grosso Group
will record their daily activities in connection with each shareholder company
and they will retain a log for invoicing purposes. The fee is to be reviewed
from time to time and the basis may be changed by the Grosso Group in the event
the Grosso Group's costs change or the shareholder companies' use of the
services is in excess of historical experience or in the event a greater or
lesser number of shareholder companies are using the Grosso Group's services.
Each shareholder company has prepaid one month's initial estimated allocation of
the Grosso Group's fully recoverable costs, which for the Company amounted to
$20,000 (which as of the date of this Information Circular is the estimated
initial monthly allocation for the Company).
The Grosso Group has the right to request each of the shareholder companies to
allocate a reasonable number of shares in their incentive option plans to
employees of the Grosso Group based upon the general amount of time and value
added by such employees.
It is anticipated that the Administration Services Agreement may be terminated
by a shareholder company after January 1, 2007, upon 30 days' written notice to
the Grosso Group. Prior to January 1, 2007, if a shareholder company desires to
terminate the agreement in the first year, it will pay a termination fee equal
to one-year's basic administration charge and if a shareholder company desires
to terminate the agreement in the second year, it will pay a termination fee
equal to six-months' basic administration charge.
It is anticipated that upon termination of the Administration Services
Agreement, each of the shareholder companies will agree to resell its common
share back to the Grosso Group for $1.00 and the shareholder companies will not
be able to sell, transfer or otherwise dispose of or encumber such share during
the term of the Administration Services Agreement.
The Grosso Group's areas of experience encompass financing, marketing, property
acquisition, community relations, socioeconomic issues, regulatory compliance,
government relations, property exploration and investor relations. Additionally
the Grosso Group has a number of other support staff at its corporate office and
arrangements with contract providers of accounting and administrative services
at the country operations' offices in Argentina and Peru.
The members of the board of directors of the Grosso Group are appointed by the
shareholder companies, with each shareholder company appointing one of its
directors to serve as a director of the Grosso Group. As of May 5, 2005 it is
anticipated that the directors of the Grosso Group will be Nikolaos Cacos,
Joseph Grosso, Arthur Lang and Nick DeMare. Messrs. Lang and Grosso are
officers, directors and shareholders of the Company. Nikolaos Cacos is an
officer of IMA, a director and officer of Golden Arrow Resources Corporation and
a director and officer of Amera Resources Corporation. Nick DeMare is an officer
and director of Gold Point Exploration Ltd. Mr. DeMare indirectly owns 100% of
Chase Management Ltd., a company which provides consulting services to the
Company and other Grosso Group shareholder companies.
-15-
Each of the public company shareholders of the Grosso Group will have its own
separate board of directors (whose members include persons employed by the
Grosso Group); however, some directors will serve on multiple boards and on the
board of directors of companies which are not shareholders of the Grosso Group.
In connection with the formation and establishment of the Grosso Group, Mr. Nick
DeMare was issued the initial share of the Grosso Group and acted as the
President, Secretary and sole director of the Grosso Group. Effective February
6, 2004, Mr. DeMare transferred the sole outstanding share of the Grosso Group
to Joseph Grosso, the Chairman and a director and principal shareholder of the
Company. Mr. DeMare also resigned as a director and the President and Secretary
of the Grosso Group effective February 6, 2004 and Mr. Grosso was appointed as a
director and the President and Secretary of the Grosso Group. It is anticipated
that Mr. Grosso will return the sole outstanding share of the Grosso Group to
the Grosso Group for cancellation and one share will be issued to IMA.
The Board of Directors of the Company will approve the formal agreement once
completed.
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
Ratification of Approved Stock Option Plan
At the Annual and Extraordinary General Meeting of Shareholders held on June 26,
2003, the Shareholders approved IMA's Stock Option Plan (the "Stock Option
Plan") which makes a total of 10% of the issued and outstanding shares of IMA
available for issuance thereunder.
The TSX-V requires all TSX-V listed companies who have adopted a stock options
plan which reserves a maximum of 10% of the number of common shares of IMA
issued and outstanding on the applicable date of grant, to obtain shareholder
approval to the Stock Option Plan on an annual basis. Accordingly, IMA requests
that the Shareholders ratify and approve IMA's Stock Option Plan.
The rules of the Exchange require that the Stock Option Plan be approved by the
affirmative vote of a majority of the votes cast at the Meeting. Accordingly,
the Shareholders will be asked at the Meeting to pass the ordinary resolution
substantially in the form set out below.
An ordinary resolution is a resolution passed by a majority of at least 50% of
the votes cast by those Shareholders, who being entitled to do so, vote in
person or by proxy in respect to that resolution at the Meeting.
A full copy of the Stock Option Plan will be available at the Meeting.
Shareholders may obtain a copy of the Stock Option Plan in advance of the
Meeting upon request to IMA, 709, 837 West Hastings Street, Vancouver, British
Columbia, V6C 3N6, to the attention President. IMA's fax number is (604)
687-1858.
"BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:
1. The Stock Option Plan, in the form approved by the Shareholders of
IMA Exploration Inc. ("IMA") at the Annual and Extraordinary
General Meeting held on June 26, 2003, is hereby ratified,
confirmed and approved;
2. IMA is authorized to grant stock options pursuant and subject to
the terms and conditions of the Stock Option Plan entitling all of
the optionholders in aggregate to purchase up to such number of
common shares of IMA as is equal to 10% of the number of common
shares of IMA issued and outstanding on the applicable grant date;
and
-16-
3. the Board or any committee created pursuant to the Stock Option
Plan is authorized to make such amendments to the Stock Option
Plan from time to time as the Board may, in its discretion,
consider to be appropriate, provided that such amendments will be
subject to the approval of all applicable regulatory authorities
and in certain cases, in accordance with the terms of the Stock
Option Plan, the members."
MANAGEMENT OF IMA RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE FOREGOING
RESOLUTION, AND THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE
FOR THE APPROVAL OF THE FOREGOING RESOLUTION AT THE MEETING UNLESS OTHERWISE
DIRECTED BY THE SHAREHOLDERS APPOINTING THEM.
OTHER MATTERS
Management of the Company knows of no other matters to come before the Meeting
other than those referred to in the Notice of Meeting accompanying this
Information Circular. However, if any other matters properly come before the
Meeting, it is the intention of the persons named in the form of proxy
accompanying this Information Circular to vote the same in accordance with their
best judgment of such matters.
ADDITIONAL INFORMATION
Additional information relating to the Company's activities may be found on
SEDAR at www.sedar.com. Any security holder may contact Mr. Nikolaos Cacos,
Corporate Secretary, to obtain a copy of the most recent financial statements
and MD & A.
For the period ending December 31, 2004, financial information is provided in
the Company's comparative financial statements and MD & A as filed on SEDAR at
www.sedar.com or on the Company's website at www.imaexploration.com.
CERTIFICATE
The foregoing contains no untrue statement of a material fact and does not omit
to state a material fact that is required to be stated or that is necessary to
make a statement misleading in the light of the circumstances in which it was
made.
DATED at Vancouver, British Columbia, this 5th day of May, 2005.
/s/ JOSEPH GROSSO /s/ ARTHUR LANG
----------------------- -------------------------
Joseph Grosso Arthur Lang
Chief Executive Officer Chief Financial Officer
IMA EXPLORATION INC.
FORM OF PROXY - ANNUAL GENERAL AND SPECIAL MEETING TO BE HELD ON JUNE 23, 2005
THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT.
NOTES TO PROXY
1. Every holder has the right to appoint some other person of their choice,
who need not be a holder, to attend and act on their behalf at the meeting.
If you wish to appoint a person other than the persons whose names are
printed herein, please insert the name of your chosen proxyholder in the
space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for
example, joint ownership, trustees, executors, etc.), then all those
registered should sign this proxy. If you are voting on behalf of a
corporation or another individual you may be required to provide
documentation evidencing your power to sign this proxy with signing
capacity stated.
3. This proxy should be signed in the exact manner as the name appears on the
proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it
is mailed by Management to the holder.
5. The securities represented by this proxy will be voted as directed by the
holder, however, if such a direction is not made in respect of any matter,
this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted or withheld from
voting, in accordance with the instructions of the holder, on any ballot
that may be called for and, if the holder has specified a choice with
respect to any matter to be acted on, the securities will be voted
accordingly.
7. This proxy confers discretionary authority in respect of amendments to
matters identified in the notice of meeting or other matters that may
properly come before the meeting.
Proxies submitted must be received by 12:30 pm, Pacific Time, on June 21, 2005
APPOINTMENT OF PROXYHOLDER
The undersigned registered shareholder of IMA Exploration Inc. (the "Company")
hereby appoints: Joseph Grosso, the President, Chief Executive Officer, and a
Director, or failing this person, Arthur Lang, a Director,
OR
Print the name of the person you are appointing if this person is someone other
than the Chairman of the Meeting:
_______________________________________________________
as my/our proxyholder with full power of substitution and to vote in accordance
with the following direction (or if no directions have been given, as the
proxyholder sees fit) and all other matters that may properly come before the
Annual and Special General Meeting of IMA Exploration Inc. to be held at The
Garibaldi Room at the Four Seasons Hotel, 791 West Georgia Street, Vancouver,
B.C. on June 23, 2005 at 12:30 PM (Pacific Time) and at any adjournment thereof.
1. RESOLUTION
To determine the number of Directors at seven (7) For ____ Against ____
2. ELECTION OF DIRECTORS
01. To elect as Director Gerald Carlson For ____ Withhold ____
02. To elect as Director Joseph Grosso For ____ Withhold ____
03. To elect as Director Arthur Lang For ____ Withhold ____
04. To elect as Director Stuart (Tookie) Angus For ____ Withhold ____
05. To elect as Director Chet Idziszek For ____ Withhold ____
06. To elect as Director David Terry For ____ Withhold ____
07. To elect as Director David Horton For ____ Withhold ____
3. APPOINTMENT OF AUDITORS
To appoint PricewaterhouseCoopers LLP, as Auditors for the Company and
to authorize the Directors to fix their remuneration.
For ____ Withhold ____
RESOLUTIONS - Management recommends a vote FOR the following resolutions. Please
read the resolutions in full in the accompanying Information Circular.
4. To consider, and if thought fit, to pass an ordinary resolution to ratify,
confirm and approve the Company's stock option plan, approved by the
Shareholder's on June 24, 2004.
For ____ Withhold ____
5. To transact such other business as may properly come before the Meeting.
For ____ Withhold ____
AUTHORIZED SIGNATURE(S) - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
I/We authorize you to act in accordance with my/our instructions set out above.
I/We hereby revoke any proxy previously given with respect to the Meeting. IF NO
VOTING INSTRUCTIONS ARE INDICATED ABOVE, THIS PROXY WILL BE VOTED AS RECOMMENDED
BY MANAGEMENT.
Signature(s)
________________________________ _______________________
Date
IMA EXPLORATION INC.
(THE "COMPANY")
2005 REQUEST FOR ANNUAL AND INTERIM FINANCIAL STATEMENTS
National Instrument 51-102 requires the Company to send annually to the
registered holders and beneficial owners of its securities ("Securityholders") a
form to allow Securityholders to request a copy of the Company's annual
financial statements and related MD&A and/or interim financial statements and
related MD&A. If you wish to receive such mailings, please complete and return
this form to:
IMA EXPLORATION INC.
709 - 837 WEST HASTINGS STREET
VANCOUVER, BC V6C 3N6
The undersigned Securityholder hereby elects to receive:
[ ] Interim Financial Statements for the first, second and third financial
quarters of 2005 and the related MD&A;
and / or
[ ] Annual Financial Statements for the fiscal year ended December 31, 2005
and related MD&A.
Please note that a request form will be mailed each year and Securityholders
must return such form each year to receive the documents indicated above.
NAME:
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ADDRESS:
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POSTAL CODE:
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I confirm that I am a: [ ] REGISTERED SHAREHOLDER OR [ ] BENEFICIAL SHAREHOLDER
of the Company.
Signature of
Securityholder: ________________________ Date: _______________________
CUSIP: 449664101