UNITED STATES
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 OCTOBER, 2007.
Commission File Number: 001-32558
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 [ ]
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): _______
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): _______
Indicate by check mark whether the registrant by furnishing the information
contained in this Form, 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]
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.
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Date: October 17, 2007 /s/ Joseph Grosso
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Joseph Grosso,
President & CEO
IMA EXPLORATION INC.
(A Grosso Group Company)
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 American Stock Exchange: IMR
Frankfurt & Berlin Exchanges: IMT (WKN 884971)
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NEWS RELEASE - OCTOBER 17, 2007
IMA FILES REPLY IN APPLICATION TO SUPREME COURT OF CANADA ON NAVIDAD JUDGMENT
IMA EXPLORATION INC. (IMR - TSX.V, IMR - AMEX) filed its reply to Aquiline's
Response to IMA's application for Leave to Appeal to the Supreme Court of Canada
on October 15, 2007. IMA's reply is reproduced below and will be posted on the
Company's web site (www.imaexploration.com) and filed with SEDAR.
The Supreme Court of Canada will review the submissions of IMA and Minera
Aquiline Argentina S.A. The Court's decision as to whether they will grant leave
to hear IMA's appeal is expected in the first quarter of 2008.
Final Reply (for a complete copy visit www.imaexploration.com)
IMA Exploration Inc.(Applicants) and Aquiline Resources (Respondent)
1. In its argument the Respondent avoids the central legal and factual
issues presented by this case. In doing so, the Respondent demonstrates why this
case raises issues of public importance warranting the attention of this Court.
WHAT IS THE JURIDICAL BASIS OF THE ACTION: PROPERTY RIGHTS OR DETRIMENT TO THE
PERSON CONFIDING INFORMATION?
2. First, the Respondent's case--at trial, on appeal, and before this
Court--is driven by a fundamentally flawed legal theory: that actions for breach
of confidence are based on property rights. As contended by the Respondent, the
law of breach of confidence protects the "owner's" right to exploit its
"property": the confidential information. Based on this theory, the Respondent
contends that the remedy for breach of confidence must necessarily be
disgorgement of any property acquired by the defendant arising from the misuse
of the "owner's property". This is so, in the Respondent's view, whether the
action is based on equitable or contractual grounds.
3. The Respondent is wrong and its theory hobbles the court when it comes
to remedy. An action for breach of confidence is properly based on a defendant's
breach of an obligation of confidence that causes detriment to the person
confiding the information. The remedy for breaching an obligation of confidence
must therefore be driven by the need to compensate for the detriment actually
suffered by the person to whom the obligation of confidence was owed by the
defendant. The courts may then calibrate the remedy based on the severity of the
breach and the nature of the detriment suffered.
4. In this litigation, however, the British Columbia courts adopted the
Respondent's property rights theory and, accordingly, granted a draconian
remedy. Significantly, the Respondent makes no effort to support the reasoning
adopted by the British Columbia courts in this case by reference to any
controlling authority. Instead, the Respondent asserts like a mantra that it was
the "owner" of the confidential information in issue in this case, and therefore
that the remedy imposed by the British Columbia courts was just. 5.
NEWS RELEASE OCTOBER 17, 2007
IMA EXPLORATION INC. PAGE 2
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5. In some cases the difference between these two approaches (and the
difference between the courts of British Columbia and Ontario identified in the
Applicants' Memorandum of Argument) would not make any difference to the outcome
of the action. But in this case the difference is all important. This is so
because: (i) the confider of the confidential information (Newmont) suffered no
detriment from IMA's use of it; and (ii) the person who claimed to have suffered
detriment from IMA's acts (Aquiline) never confided the information. In the
result, a stranger to the confidential relationship was awarded IMA's discovery
(Navidad) by way of a constructive trust.
6. Because breach of confidence actions are properly based on the
relationship of confidence between confider and confidee, the focus of the
analysis in the courts below should have been on Newmont's relationship with IMA
and any detriment suffered directly or indirectly by Newmont as a result of
IMA's use of the data. But the courts below ignored the Newmont/IMA
relationship. Instead, the courts considered only the interests of the entity
(Aquiline) that claims to have suffered detriment after it acquired ownership of
the information that Newmont gave IMA.
7. Contrary to the Respondent's assertion that the trial judgment (and
hence the Court of Appeal's judgment) "lacks precision" about the identity of
the parties, these judgments are quite precise. The problem with the judgments
is that in determining the case the lower courts assessed neither the
relationship between Newmont and IMA, nor Newmont's lack of detriment. Instead,
the courts below fixed on Aquiline's desire, after it came on the scene, to use
the information that Newmont gave IMA to locate Navidad.
8. The trial judgment makes this clear from the outset. In paragraph 3 of
her reasons, the trial judge says: "the plaintiff obtained ownership of the data
used by IMA to make the discovery [Navidad] as a result of being the successful
purchaser of Calcatreu."(1) Of course Aquiline--not the Respondent Minera--was
the purchaser. Minera did not purchase itself. Thus the courts below incorrectly
focussed on Aquiline rather than on the Newmont/IMA relationship and whether
Newmont suffered any detriment from IMA's acts.
THE APPLICANTS' ISSUES WERE CENTRAL TO ITS CASE IN THE COURTS BELOW
9. This leads to the Respondent's second fallacious point: that the issues
raised on this leave application are newly raised in this Court. On the
contrary, the focus of the Applicants' case at trial and on appeal was the
relationship between Newmont and IMA and the fact that Newmont never wanted to
stake Navidad and thus suffered no detriment from IMA's acts. The problem, once
again, is that the courts below did not regard this relationship, or Newmont's
lack of detriment, relevant to the outcome of the action.
IMA DID DISCOVER NAVIDAD
10. The Respondent's third fallacious point is that the relationship
between Newmont and IMA did not matter because IMA acted dishonestly by claiming
that it discovered Navidad. First, IMA did discover Navidad. True, IMA was
helped in knowing where to look because it had seen the BLEG A data Newmont had
given it. But this does not alter the fact that IMA was the first to look for
and find the silver resource at Navidad. Second, the Respondent's allegation of
dishonesty, even if true, is irrelevant to the Newmont/IMA relationship because
Newmont (and accordingly Minera when it was owned by Newmont) was never going to
stake Navidad--a point not in dispute.
THE CONTRACT WAS CONSTRUED CONTRARY TO THE INTENTIONS OF THE PARTIES TO IT
11. Finally, the Respondent's property rights analysis infuses its argument
on the contract point. The Respondent treats the purpose of the confidentiality
agreement in this case--and by extension all such contracts--as being only to
protect the confider's property rights in the information that is subject to the
contract. Accordingly, the Respondent's argument requires that confidentiality
contracts not be interpreted (as all other contracts are) by reference to the
parties' mutual intentions at the time the agreement was made. Rather, the
Respondent's argument depends on these contracts being interpreted only by
reference to general equitable principles governing confidential information, as
if the information were property.
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(1) See, e.g., paragraph 24 of the British Columbia Court of Appeal's reasons
to the same effect.
NEWS RELEASE OCTOBER 17, 2007
IMA EXPLORATION INC. PAGE 3
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12. The courts below adopted the Respondent's approach. In doing so they
ignored the fact that, at the time the contract was made, neither Newmont nor
IMA was interested in preventing IMA from staking the Navidad area based on any
information IMA might obtain from Newmont. The only person who claims that the
contract has this effect is the subsequent purchaser of the Respondent,
Aquiline.
13. Thus, the courts below gave to the contract as a matter of law a
meaning contrary to that which the parties to the contract reasonably intended
at the time the contract was made. This is why the correct interpretation of
contracts of this type is a matter of public importance.
THE STEVENS AFFIDAVIT AVOIDS THE ISSUE OF NATIONAL IMPORTANCE
14. It is telling that the Stevens affidavit filed by the Respondent does
not state that the issue of how these contracts are to be interpreted is
unimportant to the mining and resource industry--and thus leaves the point of
the Brown affidavit filed by the Applicant uncontradicted. Indeed, the
Respondent overlooks the fact that Brown's company, Canaccord Capital Inc.,
financed both parties to this litigation and that Brown has no stake in the
outcome of this case.
CONCLUSIONS
15. All of the foregoing serves to highlight the inequitable and draconian
nature of the remedy that was granted in this litigation. Putting the case
against the Applicant at its highest, the Applicant used information conveyed to
it in confidence to locate a property that the person who conveyed the
information never wanted to acquire. Yet, in this case, a stranger to that
relationship--a person who by happenstance subsequently acquired ownership of
the information--was awarded the property.
16. The remedy granted in this case would not have been available to the
person who conveyed the information to the Applicant, but it was given to a
stranger to the confidential relationship. This is wrong in law and is
manifestly unjust. The fact the remedy was given in the circumstances of this
case raises important issues in the law pertaining to equitable and contractual
breaches of confidence warranting consideration by this Court.
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, Vice President Investor Relations, 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.
2007