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 NOVEMBER, 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.
-------------------------------------
Date: November 2, 2007 /s/ Joseph Grosso
------------------------------ -------------------------------------
Joseph Grosso,
President & CEO
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 Ferguson Room at the Terminal City Club, 837 West Hastings
Street, Vancouver, British Columbia, on Tuesday, December 4, 2007 at the hour of
10:00 A.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 its
most recently completed financial year (with comparative statements
relating to the preceding fiscal period) together with the related
Management's Discussion and Analysis and report of the Auditors
thereon;
3. To determine the number of directors at eight (8);
4. To elect directors;
5. To re-appoint auditors and to authorize the Audit Committee of the
Company to fix their remuneration;
6. To pass an ordinary annual resolution to ratify, confirm and approve
the Company's stock option plan; and
7. To transact such other business as may properly come before the
Meeting, or any adjournment thereof.
Following this Notice of Meeting is a Management Information Circular and Form
of Proxy for Shareholders. The Management Information Circular provides
information relating to the matters to be addressed at the Meeting.
Shareholders are entitled to vote at the Meeting either in person or by proxy.
Those Shareholders who are unable to attend the Meeting in person are requested
to read, complete, sign and return the enclosed Form of Proxy in accordance with
the instructions set out in the Proxy and the Management Proxy Circular. Please
advise the Company of any change in your mailing address. A proxy will not be
valid unless the completed form of proxy is received by Computershare Investor
Services, 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 as of November 2, 2007.
By Order of the Board of Directors
/s/ JOSEPH GROSSO
Joseph Grosso
President and Chief Executive Officer
IMA EXPLORATION INC.
SUITE 709 - 837 WEST HASTINGS STREET
VANCOUVER, BRITISH COLUMBIA
CANADA V6C 3N6
INFORMATION CIRCULAR
THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF
PROXIES BY THE MANAGEMENT OF IMA EXPLORATION INC. (THE "COMPANY") FOR USE AT THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD ON TUESDAY,
DECEMBER 4, 2007 AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE
ACCOMPANYING NOTICE OF MEETING AND ANY ADJOURNMENT THEREOF (THE "MEETING").
Unless otherwise indicated, the information in this Circular is given as of
November 2, 2007.
SOLICITATION OF PROXIES
The solicitation of proxies will be primarily by mail, however, proxies may also
be solicited personally or by telephone by the directors, officers and employees
of the Company. The Company has also retained Georgeson Shareholder
Communications Canada, Inc. to assist with the meeting, including the
solicitation of proxies. In addition, the Company may reimburse brokers or other
intermediaries holding Common Shares ("Shares") of the Company in their names or
the names of their nominees for their reasonable expenses in forwarding meeting
materials to beneficial owners of Shares for the purpose of obtaining proxies or
voting instructions. All costs of solicitation will be borne by the Company
which anticipates the cost to be approximately $50,000 up to a maximum of
$175,000.
PARTICULARS OF MATTERS TO BE CONSIDERED AT THE MEETING
PRESENTATION OF 2006 ANNUAL FINANCIAL STATEMENTS
The audited financial statements of the Company for its most recently completed
financial year and the report of the auditor therein will be placed before the
Meeting. The 2006 Annual Report containing the consolidated audited financial
statements, the report of the auditor and Management's Discussion and Analysis
("MD&A") were mailed to shareholders who had previously requested that copies be
sent to them.
ELECTION OF DIRECTORS
The Board of Directors presently consists of eight directors and it is intended
to propose a motion to pass an ordinary resolution at the Meeting to fix the
number of directors at eight and then to elect at the Meeting eight directors
for the ensuing year.
The term of office of each of the present directors will end at the conclusion
of the Meeting. Each director elected at the meeting will hold office until his
successor is elected or appointed, unless his office is earlier vacated in
accordance with the Articles of the Company or the provisions of the Business
Corporations Act (British Columbia).
- 2 -
Management of the Company proposes to nominate each of the persons named below
for election at the Meeting.
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NO. OF SHARES
BENEFICIALLY
NAME, POSITION AND DIRECTOR OWNED OR
PLACE OF RESIDENCE(1) PRINCIPAL OCCUPATION(1) SINCE CONTROLLED(1)
------------------------------------------------------------------------------------------------------------------
JOSEPH GROSSO Director and officer of the Company 1990 974,667 Common
President, Chief Executive Officer and since February 1990; President of
Director Oxbow International Marketing Corp., a
Burnaby, British Columbia private BC company.
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ART LANG Chief Financial Officer of the Company 2004 10,000 Common
Chief Financial Officer, since April 2, 2004; President, Arthur
Vice-President, Secretary and Director G. Lang Inc., providing financial
Vancouver, British Columbia management services to various clients
from 1999 to March 2004.
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R. STUART (TOOKIE) ANGUS(3)(4) Independent business consultant to the 2003 Nil
Director Mining Industry since January 1, 2006;
Vancouver, British Columbia Managing Director, Mergers &
Acquisitions, Endeavour Financial
Ltd., November 2003 to December 31,
2005; Partner, Fasken Martineau
DuMoulin LLP from 2001 to 2003;
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CHET IDZISZEK(3) President, CEO and director of Madison 2003 Nil
Director Minerals Inc. from 1993 to present.
Powell River, British Columbia
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DAVID TERRY Vice President, Exploration for the 2004 2,000 Common
Director Company and for Amera Resources
Maple Ridge, British Columbia Corporation
from March 2004 to present; Regional
geologist with the BC Ministry of
Energy and Mines in Cranbrook, BC from
May 2001 to March 2004.
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DAVID HORTON(3)(4) Senior Vice-President of Canaccord 2004 200 Common
Director Capital Corporation from 1996 to
Vancouver, British Columbia present.
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LEONARD HARRIS Retired Mining Consultant and 2005 5,000 Common
Director Chairman, Resource Development Inc.
Colorado, U.S.A. and Chairman Emeritus, Mining, Energy
and Petroleum Task Force, Chamber of
the Americas. Serves as a director on
the board of several mining companies.
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JERRY MINNI Partner of Minni, Clark & Company ---- 40,000 Common
Nominee for election as Director since 1988. CEO of Raytec Development
West Vancouver, British Columbia Corp. since 1992.
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NOTES:
(1) This information has been furnished by the respective nominee.
(2) Includes Shares beneficially owned or over which the nominee exercises
control or direction.
(3) Denotes member of the Company's Audit Committee.
(4) Denotes member of the Company's Compensation Committee.
- 3 -
All of the nominees listed above are ordinarily resident in Canada other than
Mr. Harris who resides in the United States.
Unless otherwise instructed, the persons named as proxyholder in the enclosed
form of proxy intend to vote the Shares represented by such a proxy for the
election of the nominees named above.
The Company has not been advised that any of the above nominees will be unable
or unwilling to serve. However, should the Company become aware of such an
occurrence before the election of directors takes place at the Meeting and if
one of the persons named in the enclosed form of proxy is appointed as
proxyholder, it is intended that the discretionary authority granted under such
proxy will be used by that proxyholderto vote for any substitute nominee or
nominees who management of the Company, in its discretion, may chose to
nominate.
APPOINTMENT AND REMUNERATION OF AUDITORS
At the Meeting, management of the Company intend to propose that
PricewaterhouseCoopers, LLP, 7th Floor, 250 Howe Street, Vancouver, British
Columbia V6C 3S7, be re-appointed as auditors of the Company and to authorize
the Audit Committee of the Company to fix their remuneration.
PricewaterhouseCoopers LLP have been the auditors of the Company since 1997. To
be effective, the resolution appointing auditors must be passed by a majority of
the votes cast by the shareholders who vote in respect of that resolution.
Unless otherwise instructed, the persons named as proxyholder in the enclosed
form or proxy intend to vote for the appointment of PricewaterhouseCoopers LLP,
Chartered Accountants, as auditors of the Company, to hold office until the
conclusion of the next annual general meeting of the Company, at a remuneration
to be fixed by the Audit Committee of the Company.
The mandate of the Company's Audit Committee provides that the Committee must
review and pre-approve the scope and engagement of PricewaterhouseCoopers LLP
for all non-audit services. For the periods ending December 31, 2006 and
December 31, 2005, the Company has paid PricewaterhouseCoopers the following
fees:
Year Ended Year Ended
December 31, 2006 December 31, 2005
Audit Fees $ 65,000 $ 45,000
Audit Related Fees(1) $ 33,000 $ 10,700
Tax Fees(2) $ 17,000 $ 7,500
NOTES:
(1) Audit related fees include fees for review of quarterly financial
statements, management's discussion and analysis or any review provided in
connection with any public financing carried out by the Company.
(2) Includes advice for tax filing, transaction analysis and advice, and tax
aspects of employee compensation matters.
RATIFICATION OF STOCK OPTION PLAN
At the Annual and Extraordinary General Meeting of Shareholders held on June 26,
2003, shareholders approved the adoption of the Company's Stock Option Plan (the
"Stock Option Plan"). Complete details regarding the Stock Option Plan are set
out in the Information Circular disseminated in connection with that meeting.
Under the Stock Option Plan, a total of ten percent (10%) of the issued and
outstanding Shares of the Company are available for issuance upon the exercise
of options granted under the Stock Option Plan.
Under the rules of the TSX Venture Exchange, all listed companies who have
adopted a rolling stock option plan must obtain shareholder approval of such a
plan on an annual basis. Accordingly, at the Meeting, the Shareholders will be
asked to consider and, if thought fit, to pass a resolution to ratify and
confirm the Company's Stock Option Plan substantially in the form of the
resolution set out below.
- 4 -
A copy of the Stock Option Plan will be available for inspection at the Meeting.
Shareholders may also obtain a copy of the Stock Option Plan upon written
request to the Secretary of the Company at Suite 709, 837 West Hastings Street,
Vancouver, British Columbia, V6C 3N6.
"BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:
1. the Stock Option Plan, in the form approved by the Shareholders of
IMA Exploration Inc. at the Annual and Extraordinary General
Meeting held on June 26, 2003, is hereby ratified, confirmed and
approved;
2. the Company is authorized to grant stock options pursuant and
subject to the terms and conditions of the Stock Option Plan up to
that number of common shares of the Company equal to ten percent
(10%) of the number of common shares of the Company issued and
outstanding on the grant date of any option and all such grants
are hereby ratified, confirmed and approved; and
3. the Compensation Committee is authorized to make such amendments
to the Stock Option Plan from time to time as the Compensation
Committee may, in its discretion, consider to be appropriate,
provided that such amendments will be subject to the approval of
all applicable regulatory authorities.
The approval of the Stock Option Plan requires an affirmative vote of a majority
of the votes cast at the Meeting either in person or by proxy. Management of the
Company recommends that shareholders vote in favour of the foregoing resolution.
Unless otherwise directed, the persons named in the enclosed form of proxy
intend to vote for the approval of the foregoing resolution at the Meeting.
OTHER BUSINESS
Management of the Company is not aware of any other matters that may come before
the Meeting other than those set out in the accompanying Notice of Meeting. If
any other matter properly comes before the Meeting, a proxy in the form attached
confers discretionary authority on the proxyholder so named to vote the shares
represented thereby in accordance with their judgment on such matter.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
In 2005, the Canadian securities regulatory authorities adopted National
Instrument 58-101 "Disclosure of Corporate Governance Practices" requiring
issuers to annually disclose their systems of corporate governance based on
certain guidelines and practices suggested in National Policy 58-201 "Corporate
Governance Guidelines."
In accordance with the foregoing disclosure requirements, the Board of Directors
of the Company has adopted the following Statement of Corporate Governance
Practices:
THE BOARD OF DIRECTORS
The Board of Directors has responsibility for the stewardship of the Company,
specifically to oversee the operation of the Company and to supervise
management.
The actions of the Board are governed by the requirements under the Business
Corporations Act (British Columbia) to act honestly, in good faith and in the
best interests of the shareholders of the Company and to exercise care,
diligence and skill in doing so.
The Board endeavors to ensure that its composition complies with the Company's
Articles of Incorporation, applicable securities rules and regulations of Canada
and the U.S. Securities and Exchange Commission and the policies of the TSX
Venture Exchange and the American Stock Exchange.
- 5 -
BOARD MANDATE
Every director takes part in the process of establishing policies for the
Company and its subsidiaries. The Board of Directors has assumed the
responsibility for developing the Company's approach to governance and
responding to current governance guidelines. To that end, the Board has adopted
the following mandate and objectives:
(a) The Strategic Planning Process
The Board participates in the Company's strategic planning by
considering and, if deemed appropriate, adopting plans as proposed and
developed by management, with management having the primary
responsibility for initially developing a strategic plan.
(b) Principal Risks
The Board considers the risks inherent in the mining industry and
receives periodic assessments from management and others as to these
risks and the Company's strategies to manage those risks.
(c) Policies
The Board reviews and approves key policy statements, codes of conduct
or practices developed by management to promote ethical business
conduct, regulatory compliance and public disclosure practices, among
others, and monitors or oversees compliance with those policies, codes
or practices.
(d) Committees
The Board is responsible for appointing and reviewing the mandate and
composition of any Committee of the Board and considering and approving
any changes to the composition, charter or mandate of any Committee of
the Board.
(e) Independence
The Board is responsible for establishing appropriate structures and
procedures so that the Board and its Committees can function
independently of management.
(f) Compensation Practices
The Board will review the recommendations of the Compensation Committee
regarding the Company's compensation practices including Stock Option
Grants.
(g) Material Agreements and Documents
The Board will approve or ratify significant projects, investments,
dispositions, acquisitions or other material agreements proposed to be
entered into by the Company and review and approve all documents
required by law to be reviewed and approved by the Board, including
annual audited financial statements, Management's Discussion and
Analysis of financial results, the Company's Annual Information Form,
Information Circulars to be disseminated in connection with any meeting
of shareholders and any prospectus, registration statement or other
similar documents.
(h) 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 officers of the Company.
- 6 -
(i) Communications Policy
The Board assesses the effectiveness of the Company's communications
with shareholders and has established a Disclosure and Insider Trading
Policy to ensure that material matters are disseminated in a timely
manner.
(j) Integrity of Internal Controls
The Board, through the Audit Committee and in conjunction with its
auditors, assesses the adequacy of the Company's internal control
systems and has instituted the controls required by the U.S.
Sarbanes-Oxley Act of 2002, as applicable. The internal control review
process is undertaken on an annual basis during of the year end
financial audit. The Audit Committee also reviews and assesses the
financial statements on a quarterly basis and annually reviews the
adequacy of the Company's Disclosure and Insider Trading Policy.
(k) General
The Board will generally assume such responsibility and authorities as
the Board sees fits, consistent with its duties and responsibilities to
the Company and its shareholders.
The Board has approved written mandates for its two standing Committees, namely,
the Audit Committee and Compensation Committee. In order to foster a corporate
culture of excellence, the Board has also adopted a written Code of Business
Conduct and Ethics applicable to all employees, officers and directors.
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 or Audit Committee for
consideration.
BOARD INDEPENDENCE
The Board consists of eight directors, the majority of whom would be considered
"independent" in that the person has no direct or indirect material relationship
with the Company which, in the view of the Board, would be reasonably expected
to interfere with the exercise of the director's independent judgment.
In determining if a person is independent, the Board has compiled, reviewed and
discussed the existence, nature and materiality of any direct or indirect
relationship between the member and the Company. Messrs. Idziszek, Angus, Horton
and Harris are independent directors. If elected at this meeting, Mr. Jerry
Minni will join the Board as an independent director. The other three directors,
Messrs. Grosso, Lang and Terry, because of their management positions, would not
be considered independent.
The Board considers that, given the entrepreneurial nature of the Company, and
the current stage of the Company's development, the present number and
composition of directors is appropriate. The Board as presently constituted
includes considerable experience in the mining industry as well as financial
experience. The Board believes that when balanced against the attendant 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.
The current Chairman of the Board, Mr. Gerald Carlson, has decided not to stand
for reelection. A new Chairman of the Board will be elected at the first meeting
of the directors after the Annual General Meeting. The Chairman's role and
responsibility is to facilitate meetings of the directors so as to allow the
Board to discharge its mandate and duties to the Company and its shareholders.
The Chief Executive Officer and President of the Company, Mr. Joseph Grosso, is
a member of management and a director of the Company. In view of the size of the
Company, management representation on the Board, and the nature of its business,
it is essential that those having an intimate knowledge of the Company's
operations be present during most important Board discussions. Notwithstanding
the foregoing, when the Board considers it appropriate, the independent
directors meet without management present at the meeting. The Board is of the
view that it can function independently of management when required to do so.
- 7 -
INDIVIDUAL DIRECTORS
The following provides further information regarding the background, experience
and other directorships and business interests of the directors and nominee.
Since 1990, Mr. Grosso has been a director, President and Chief Executive
Officer of the Company. He is also President, CEO, Chairman and a Director of
Golden Arrow Resources Corporation, and Chairman and Director of Amera Resources
Corporation and Gold Point Energy Corp. He is also President, CEO and Director
of Oxbow International Marketing Corp.
Mr. Art Lang has been a director and Chief Financial Officer of the Company
since 2004. He is also currently the Corporate Secretary of the Company. Mr.
Lang is a director, Chief Financial Officer and Vice-President of Golden Arrow
Resources Corporation and Chief Financial Officer of Amera Resources
Corporation, Astral Mining Corporation and Blue Sky Uranium Corp. Mr. Lang is a
Chartered Accountant and before joining the Company he provided financial
management services to various clients through his consulting company, Arthur G.
Lang Inc.
Mr. Chet Idziszek is President, CEO and a director of Lund Gold Ltd. He is
director and President of Madison Minerals Inc. and he is also President, CEO
and a director of Oromin Explorations Ltd.
Mr. R. Stuart ("Tookie") Angus is an independent business adviser to the mining
industry and other issuers. He is a director and Chairman of Dynasty Gold Corp.,
Nevsun Resources Ltd. and Tequila Minerals Corp. Mr. Angus serves as a director
on the boards of CMQ Resources Inc., Plutonic Power Corporation, Blackstone
Ventures Inc., Crescent Gold Limited, Polaris Minerals Corporation, Tsodilo
Resources Limited, Uranium North Resources Corp., Ventana Gold Corp., Coro
Mining Corp., SouthGobi Energy Resources Ltd., Stealth Energy Inc., Tirex
Resources Ltd., Wildcat Silver Corp. and Bolero Resources Corp. He has also been
a partner in the law firms of Fasken Martineau DuMoulin and Stikeman Elliott.
Mr. David Horton has been Senior Vice-President for Canaccord Capital
Corporation since 1996. He is also a director of Golden Arrow Resources
Corporation.
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 and Astral Mining
Corporation.
Mr. Leonard Harris, a mining industry consultant, joined the Board in August
2005. He is Chairman of Resource Development Inc. and Chairman Emeritus, Mining,
Energy and Petroleum Task Force, Chamber of the Americas. Mr. Harris also serves
as a director of Aztec Metals Corp. Solitario Resources Ltd., Cardero Resource
Corp., Canarc Resource Corp., Sulliden Exploration Inc., Endeavour Silver Corp.,
Alamos Gold Inc. and Indico Resources Ltd.
Mr. Jerry Minni has agreed to stand for election to the Board as an independent
director. He is a Certified General Accountant and currently serves as a
director of Amera Resources Corporation and Avantes Technologies Inc. Mr. Minni
is CEO and director of Raytec Development Corp. and a director and CFO of
Weststar Resources Corp. and Mantra Mining Inc.
BOARD ATTENDANCE
The information below sets out Board meetings held and attendance for the year
ended December 31, 2006.
--------------------------------------------------------------------------------
Director Board Meetings Attended
--------------------------------------------------------------------------------
Gerald D. Carlson 7 of 7
--------------------------------------------------------------------------------
Joseph Grosso 7 of 7
--------------------------------------------------------------------------------
Art Lang 5 of 7
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- 8 -
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Director Board Meetings Attended
--------------------------------------------------------------------------------
R. Stuart (Tookie) Angus 6 of 7
--------------------------------------------------------------------------------
Chet Idziszek 4 of 7
--------------------------------------------------------------------------------
David Terry 6 of 7
--------------------------------------------------------------------------------
David Horton 7 of 7
--------------------------------------------------------------------------------
Leonard Harris 6 of 7
--------------------------------------------------------------------------------
POSITION DESCRIPTIONS
The Company has not formally developed position descriptions for the directors,
Chairman of the Board, the Chairman of each standing committee of the Board or
the Chief Executive Officer. However, the Board is satisfied that the directors
and senior management are fully aware of their responsibilities and those
matters that are within their authority.
NOMINATION OF DIRECTORS
The Board has not constituted a separate nominating committee to propose new
nominees to the Board or for assessing directors' performance as the Board
considers the Company too small to justify a more formal process. The Board as a
whole from time to time discusses potential candidates for the Board, taking
into account the overall composition, skills and experience of the Board as a
whole.
ORIENTATION AND EDUCATION OF DIRECTORS
The Company does not have a formal process of orientation and education for new
members of the Board. The independent Board members currently have considerable
experience as members of the boards of other public companies. Senior management
regularly provides updates to all directors on material developments in the
Company's business.
BOARD COMMITTEES
The Board has two standing committees of its directors, namely the Audit
Committee and the Compensation Committee. A formal written mandate has been
approved by the Board for each such Committee. The Board may at any time
constitute and appoint such other Committees and delegate such functions or
responsibilities as it sees fit.
Compensation Committee
The Compensation Committee members are Messrs. Angus and Horton, both
of whom are independent directors. The Compensation Committee meets at
least twice a year and otherwise as required. The Compensation
Committee has responsibility for oversight of the Company's overall
human resources policies and procedures as well as review of executive
and key employee compensation and compensation of the Company's
independent directors. The Compensation Committee is also responsible
for the administration of the Stock Option Plan.
The Audit Committee
The Audit Committee consists of Messrs. Angus, Idziszek and Horton, all
of whom are independent directors. Mr. Horton is Chairman of the
Committee. The Audit Committee meets at least quarterly to review the
annual and interim financial statements and Management's Discussion and
Analysis before the Board approves them.
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 setting the auditor's remuneration and
recommending to the Board the appointment of the auditor. The external
auditors report directly to the Audit Committee.
The full charter of the Audit Committee is attached hereto as Schedule
"A".
- 9 -
ETHICAL BUSINESS CONDUCT
The Board has adopted a written Code of Business Conduct and Ethics (the "Code")
and a Whistle-Blower Policy and Procedures. A copy of the Code and
Whistle-Blower Policy can be found on the Company website at
http://www.imaexploration.com under the Corporate Governance section.
The Board has appointed a Compliance Officer who is responsible for monitoring
compliance with the Code, investigating and resolving all reported complaints
and allegations concerning violations of the Code. The Compliance Officer has
direct access to the Audit Committee and the Board and the Compliance Officer is
required to report to the Board at least annually on compliance activity.
Where any director has an interest, direct or indirect in a material contract or
material transaction relating to the Company, the Business Corporations Act
(British Columbia) requires that the director disclose his or her interest to
the Board in advance and thereafter abstain from voting as a director on that
matter. The Code adopted by the Board goes further by imposing more stringent
disclosure and approval requirements than those imposed under the Business
Corporations Act (British Columbia).
Where a director has a material interest in a transaction or agreement
concerning the Company, the Board takes such steps as may be prudent to isolate
and eliminate or reduce the potential for such a conflict of interest to
interfere with the Board's exercise of independent judgment. This may include
requiring the director to excuse himself or herself from deliberations of the
Board or referring that matter for consideration by a committee of independent
directors of the Board.
DIRECTOR ASSESSMENTS
The Chairman of the Board has responsibility for ensuring the effective
operation of the Board and its committees and for ensuring the Board's directors
are performing effectively.
STATEMENT OF EXECUTIVE COMPENSATION
The Company is required, under applicable securities legislation in Canada, to
disclose to its shareholders details of compensation paid to each of its Chief
Executive Officer ("CEO") and the Chief Financial Officer ("CFO") , regardless
of the amount of compensation of those individuals, and each of the Company's
four most highly compensated executive officers, other than the CEO and CFO, who
were serving as executive officers at the end of the most recently completed
financial year and whose total salary and bonus exceeds $150,000.
During the Company's most recently completed financial year ended December 31,
2006, Mr. Joseph Grosso, President and CEO and Mr. Art Lang, CFO were the
Company's only Named Executive Officers.
SUMMARY COMPENSATION TABLE
The following table sets forth all annual and long term compensation for
services in all capacities to the Company for the financial years ended December
31, 2006, 2005, and 2004 (excluding the value of perquisites or other benefits
worth less than $50,000 and 10% of the Named Executive Officer's aggregate
compensation) in respect of the Named Executive Officers:
- 10 -
---------------------------------------
LONG TERM COMPENSATION
------------------------------ ---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------ ---------------------------- ------- ---------
YEAR OTHER RESTRICTED
------------------ ENDED ANNUAL SECURITIES SHARES OR ALL OTHER
NAME AND DECEMBER COMPEN- UNDER OPTIONS/ RESTRICTED LTIP COMPEN-
PRINCIPAL POSITION 31 SALARY BONUS SATION SARS GRANTED SHARE UNITS PAYOUTS SATION
($) ($) ($) (#)(1) (#) ($) ($)
------------------ ---- ------------------------------ ---------------------------- ------- ---------
Joseph Grosso 2006 200,667 150,000 - 48,000 - - -
President and CEO(2) 2005 102,000 - - 150,000 - - -
2004 102,000 - - 150,000 - - -
------------------------------------------------------------------------------------------------------------------------
Arthur Lang CFO 2006 98,471(3) - - 35,000 - - -
2005 68,927 - - 100,000 - - -
2004 58,671 - - 50,000 - - -
------------------------------------------------------------------------------------------------------------------------
NOTES:
(1) Represents Shares issuable under options granted during a particular year;
see "Aggregate Option" table for the aggregate number of options
outstanding at year end. The Company does not have any stock appreciation
rights ("SARs").
(2) See "Management Contracts" below regarding agreement with Oxbow
International Marketing Corp.
(3) Mr. Lang's total compensation from Grosso Group Management Ltd. (the
"Grosso Group") was $135,021, of which $98,471 was allocated to the Company
as part of the total fees paid to the Grosso Group for the year. See
"Management Contracts" below.
LONG TERM INCENTIVE PLAN AWARDS
The Company does not have any long term incentive plans ("LTIP"), namely, any
plan providing compensation intended to motivate performance over a period
longer than one financial year not including option or SAR plans or plans for
compensation through shares or units that are subject to restrictions on resale.
OPTION/STOCK APPRECIATION RIGHT ("SAR") GRANTS AND REPRICINGS DURING THE MOST
RECENTLY COMPLETED FINANCIAL YEAR
The following table sets forth stock options granted by the Company during the
financial year ended December 31, 2006 to the Named Executive Officers of the
Company:
------------------------------------------------------------------------------------------------------------------
MARKET VALUE OF
SECURITIES % OF TOTAL SECURITIES
UNDER OPTIONS OPTIONS GRANTED EXERCISE OR UNDERLYING OPTIONS
GRANTED IN FINANCIAL BASE PRICE ON DATE OF GRANT
NAME (#) YEAR(1) ($/SECURITY)(2) ($/SECURITY) EXPIRATION DATE
------------------------------------------------------------------------------------------------------------------
Joseph Grosso 48,000 17% $3.21 $3.21 June 22, 2011
------------------------------------------------------------------------------------------------------------------
Arthur Lang 35,000 12% $3.21 $3.21 June 22, 2011
------------------------------------------------------------------------------------------------------------------
NOTES:
(1) Represents percentage of all options granted during the financial year.
(2) Represents the exercise price of stock options was set according to the
rules of the TSX Venture Exchange and the Company's Stock Option Plan..
- 11 -
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
AND FINANCIAL YEAR-END OPTION/SAR VALUES
The following table sets forth details of all stock options exercised during the
most recently completed financial year by the Named Executive Officers, and the
financial year end value of unexercised options on an aggregated basis:
-----------------------------------------------------------------------------------------------------------------
UNEXERCISED OPTIONS VALUE OF UNEXERCISED
AT FINANCIAL YEAR IN THE MONEY OPTIONS
SECURITIES END(3) AT FINANCIAL YEAR END
ACQUIRED ON AGGREGATE VALUE (#) ($)(3)
EXERCISE(1) REALIZED(2) EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------
Joseph Grosso Nil Nil 595,500/nil $950/NA
-----------------------------------------------------------------------------------------------------------------
Arthur Lang Nil Nil 185,000/nil nil/NA
-----------------------------------------------------------------------------------------------------------------
NOTES:
(1) Represents the number of Shares of the Company acquired on the exercise of
stock options.
(2) Calculated using the closing price of the Shares of the Company on the TSX
Venture Exchange on the date of exercise.
(3) Value of unexercised in-the-money options were calculated using the closing
price of Shares of the Company on the TSX Venture Exchange on December 31,
2006 of $0.52 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.
MANAGEMENT CONTRACTS
By agreement, made effective as of July 1, 1999, Oxbow International Marketing
Corp., a private company owned by Mr. Joseph Grosso, was paid a consulting fee
of $8,500 per month for making available the services of Mr. Grosso. On April
12, 2006 the Board accepted the recommendation from the Compensation Committee
to increase the monthly consulting fee effective May 1, 2006 to $20,833
($250,000 per annum) and to pay a bonus of $150,000. During the financial year
ended December 31, 2006, Oxbow was paid a total of $350,667 (2005 - $102,000).
By agreement dated April 23, 2004, Mr. Arthur Lang, the Chief Financial Officer
and a director of the Company, was paid a salary of $80,000 per year for
professional services rendered and was entitled to be reimbursed for certain
monthly club dues. During the financial year ended December 31, 2004, Mr. Lang
was paid $58,671. In January, 2005, Mr. Lang became an employee of Grosso Group
Management Ltd., which provides certain accounting and administrative services
to various issuers, including the Company. During the year ended December 31,
2005, Mr. Lang's total compensation from the Grosso Group was $94,667, of which
$68,927 was allocated to the Company as part of the Grosso Group fees for the
year. On April 12, 2006 the Board accepted the recommendation from the
Compensation Committee to increase Mr. Lang's annual salary effective May 1,
2006 and to pay him a bonus of $50,000. During the financial year ended December
31, 2006, Mr. Lang's total compensation from the Company was $148,471.
Effective January 1, 2006 the Company entered into a one-year agreement with KGE
Management Ltd., pursuant to which Mr. Gerald Carlson, a director of the
Company, would be paid a fee of $600 per day for advisory services requested by
the Company. That agreement was not renewed. For the financial year ended
December 31, 2006, the Company paid $3,300 to KGE Management Ltd.
Effective January 1, 2006, the Company entered into an agreement with RSA
Holdings Ltd., pursuant to which Mr. R. Stuart ("Tookie") Angus, a director of
the Company, agreed to provide advisory services to the Company for the monthly
fee of US$5,000. During the financial year ended December 31, 2006, the Company
paid $63,900 to RSA Holdings Ltd.
- 12 -
TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL
The agreement between the Company and Oxbow International Marketing Corp.
provides arrangements with respect to remuneration to be received or that may be
received by Mr. Grosso in the event of termination of employment (as a result of
resignation, retirement, change of control, etc.) In the event the contract is
terminated by the Company or as a result of a change of control, a payment is
payable to the President consisting of (i) any monthly compensation due to the
date of termination, (ii) options as determined by the board of directors (iii)
three years of monthly compensation (which may be adjusted annually) and (iv)
bonus of $461,500. If the termination had occurred on December 31, 2006, the
amount payable under the contract would be $1,211,500.
In the event the contract is terminated by the Company as a result of the
President's death or permanent disability while providing services to the
Company, a bonus in the amount of $461,500 is payable.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board is composed of Messrs. Angus and Horton,
each of whom is an independent director. None of the Committee members were or
are employees or officers of the Company.
The following is a report of the Compensation Committee on the Company's
executive compensation practices.
The Company's executive compensation program is comprised of two components:
base salary and annual incentives. In considering these key aspects the
Committee attempts to set standards that will attract, reward, motivate and
retain key executives and, at the same time, provide a competitive total
compensation package relative to industry standards.
The Compensation Committee:
o discusses as required and reviews annually all aspects of compensation
o takes into consideration competitiveness and common sense in their
review
o separately reviews the compensation and incentives for all Executives
o administers the Stock Option Plan
o carefully assesses the performance of the Chief Executive Officer
considering both financial and non-financial components based on
competitive and comparable information
Submitted by the Compensation Committee
R. Stuart ("Tookie") Angus
David. Horton
DIRECTOR COMPENSATION
The Company does not provide cash compensation to its directors in their
capacities as such, although directors of the Company are reimbursed for their
expenses incurred in connection with their services as directors.
Directors are entitled to participate in the Company's Stock Option Plan. The
following table sets forth stock options granted by the Company during the
financial year ended December 31, 2006 to the directors other than the Named
Executive Officers of the Company:
- 13 -
---------------------------------------------------------------------------------------------------
MARKET VALUE OF
SECURITIES SECURITIES
UNDER OPTIONS EXERCISE OR UNDERLYING OPTIONS
GRANTED BASE PRICE ON DATE OF GRANT
NAME (#) ($/SECURITY)(1) ($/SECURITY) EXPIRATION DATE
---------------------------------------------------------------------------------------------------
Leonard Harris 50,000 $3.21 $3.21 June 22, 2011
---------------------------------------------------------------------------------------------------
R. S. (Tookie) Angus 40,000 $3.21 $3.21 June 22, 2011
---------------------------------------------------------------------------------------------------
David Horton 30,000 $3.21 $3.21 June 22, 2011
---------------------------------------------------------------------------------------------------
NOTES:
(1) The exercise price of stock options was set according to the rules of the
TSX Venture Exchange.
The following table sets forth details of all exercises of stock options during
the financial year ended December 31, 2006 by the directors other than the Named
Executive Officers, and the financial year end value of unexercised options:
-------------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED IN
UNEXERCISED OPTIONS AT THE MONEY OPTIONS AT
FINANCIAL YEAR END(2) FINANCIAL YEAR END
SECURITIES (#) ($)(2)
ACQUIRED ON AGGREGATE VALUE
EXERCISE(1) REALIZED(2) EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------------------------------------------------------
Gerald Carlson 200,000 $24,000 1,140,000/nil $0./NA
-------------------------------------------------------------------------------------------------------------------
NOTES:
(1) Number of common shares of the Company acquired on the exercise of stock
options.
(2) 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,
2006 at $0.52 per share, less the exercise price of in-the-money stock
options.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The only equity compensation plan which the Company has in place is its Stock
Option Plan which was previously approved by shareholders on June 26, 2003. The
Plan is meant to provide the Company with a share-related mechanism to attract,
retain and motivate qualified executives, employees and consultants, to
contribute toward the long term goals of the Company, and to encourage such
individuals to acquire Shares of the Company as a long term investment. The
Stock Option Plan is administered by the Compensation Committee of the Board.
The Stock Option Plan provides that the number of Shares issuable under the Plan
may not exceed ten percent (10%) of the total number of issued and outstanding
Shares.
The following table sets forth details of options granted under the Stock Option
Plan during the Company's most recently completed financial year.
--------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE FUTURE ISSUANCE UNDER
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND (EXCLUDING SECURITIES
WARRANTS AND RIGHTS RIGHTS REFLECTED IN COLUMN (A))
--------------------------------------------------------------------------------------------------------------------
PLAN CATEGORY (A) (B) (C)
--------------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by securityholders 4,624,000 $2.69 840,106
Equity compensation plans not
approved by security holders N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------
Total 4,624,000 $2.69 840,106
--------------------------------------------------------------------------------------------------------------------
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS OF THE COMPANY
Except as otherwise disclosed herein, no director or senior officer of the
Company, proposed nominee for election as a director of the Company nor any
associate or affiliate of any such director, senior officer or nominee is or has
been indebted to the Company or any of its subsidiaries or had indebtedness to
another entity which is, or has been the subject of a guarantee, support
agreement, letter of credit or other similar arrangement or understanding
- 14 -
provided by the Company or any of its subsidiaries at any time during the
Company's most recently completed financial year, other than routine
indebtedness, as that term is used under Canadian Securities law.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Except as otherwise disclosed herein, to the knowledge of management of the
Company, no informed person (including a director, officer or holder of 10% or
more of the Shares of the Company), proposed nominee for election as a director
of the Company nor any associate or affiliate of any such informed person or
proposed nominee had any interest in any transaction which has materially
affected or would materially affect the Company or any of its subsidiaries
during the most recently completed financial year, or has any interest in any
material transaction in the current year.
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
Except as otherwise disclosed, no person who has been a director or senior
officer of the Company since the beginning of the Company's most recently
completed financial year, 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 at the Meeting other
than the election of directors or the ratification of the Company's Stock Option
Plan.
SHARE 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 as of December 31 of each year with the cumulative total return of the TSX
Venture Composite Index. The Common Share trading data is as reported on the TSX
Venture Exchange.
[GRAPHIC OMITTED][GRAPHIC OMITTED][GRAPHIC OMITTED]
Ommitted graphic is bar chart showing the Company's stock price as compared to
the S&P / TSX Composite for the Fiscal years 2001 through 2006. To view visit
the Company's website www.imaexploration.com and click on Information Circualr
for 2006 AGM.
- 15 -
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES
Issued and Outstanding: 52,132,064 Common Shares without par value
Authorized Capital: Unlimited Common Shares without par value
The Board of Directors of the Company has fixed October 25, 2007 as the record
date (the "Record Date") for determination of persons entitled to receive notice
of and to vote at the Meeting. Only shareholders of record at the close of
business on the Record Date who either attend the Meeting personally or
complete, sign and return a form of proxy in the manner and subject to the
provisions described herein will be entitled to vote or to have their Shares
voted at the Meeting.
Each Shareholder is entitled to one vote for each Share registered in their name
on the list of shareholders.
To the knowledge of the directors and senior officers of the Company, no person
beneficially owns, directly or indirectly, or exercises control or direction
over, Shares carrying more than 10% of the voting rights attached to all of the
outstanding Shares of the Company.
GENERAL PROXY INFORMATION
APPOINTMENT OF PROXYHOLDERS
The individuals named in the accompanying form of proxy are directors and
officers of the Company. A SHAREHOLDER MAY APPOINT SOME OTHER PERSON (WHO NEED
NOT BE A SHAREHOLDER) TO REPRESENT THEM AT THE MEETING OTHER THAN THE PERSONS
NAMED IN THE ENCLOSED FORM OF PROXY. You may do so by inserting the person's
name in the blank space provided in the form of proxy or by completing another
suitable form of proxy.
DEPOSIT OF PROXIES
To be valid, completed proxies must be deposited with Computershare Investor
Services, 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1
(facsimile: 416-249-7775) no later than 48 hours (excluding Saturdays, Sundays
or holidays) before the time for holding the Meeting. The Chairman of the
Meeting may, but is not obliged to, accept proxies deposited after that time.
VOTING BY PROXYHOLDERS
If appointed as proxyholder, the person named in the enclosed form of proxy will
vote or withhold from voting the Shares represented by the proxy in accordance
with your instructions.
IF NO CHOICE IS SPECIFIED IN THE ENCLOSED FORM OF PROXY AND ONE OF THE PERSONS
NAMED THEREIN IS APPOINTED AS PROXYHOLDER, THE SHARES REPRESENTED BY THAT PROXY
WILL BE VOTED IN FAVOUR OF EACH OF THE MATTERS IDENTIFIED THEREIN.
DISCRETIONARY AUTHORITY
Management of the Company is currently not aware of any amendment to or
variation in any of the matters identified in the accompanying Notice of Meeting
nor of any other matter that may be brought before the Meeting. However, a proxy
in the form enclosed confers discretionary authority on the person named as
proxyholder with respect to:
(a) each matter or group of matters identified in the proxy for which no
choice is specified,
(b) any amendment to or variation of any matter identified therein, and
(c) any other matter that properly comes before the Meeting.
- 16 -
VALIDITY OF PROXIES
A form of proxy will not be valid unless it is dated and signed by the
shareholder or by the shareholder's attorney duly authorized in writing. In the
case of a shareholder that is a corporation, a proxy will not be valid unless it
is executed under its seal or by a duly authorized officer or agent of, or
attorney for, such corporate shareholder. If a proxy is executed by an attorney
or agent for an individual shareholder, or by an officer, attorney, agent or
authorized representative of a corporate shareholder, the instrument empowering
the officer, attorney, agent or representative, as the case may be, or a
notarial copy thereof, should be deposited along with the proxy.
A vote cast in accordance with the terms of a proxy will be valid
notwithstanding the previous death, incapacity or bankruptcy of the shareholder
or intermediary on whose behalf the proxy was given or the revocation of the
appointment, unless written notice of such death, incapacity, bankruptcy or
revocation is received by the Chairman of the Meeting at any time before the
vote is cast.
VOTING PROCEDURES FOR REGISTERED AND NON-REGISTERED SHAREHOLDERS
A shareholder may vote at the Meeting by attending in person, if a registered
shareholder, or appointing a proxyholder to attend and vote on their behalf.
The procedure a shareholder must follow in order to vote in person or by proxy
will depend on whether they are a registered or a non-registered shareholder. A
registered shareholder is a person whose Shares are recorded in their name on
the books of the Company. Registered shareholders do not hold their Shares
through and in the name of a brokerage firm, securities dealer, bank, trust
company or their nominee or depository. Registered shareholders may attend and
vote in person at the Meeting by registering their attendance with the
Scrutineer of the Meeting on the day of the Meeting. A registered shareholder
who intends to vote in person need not submit a proxy, although it is
recommended that they do so in the event they are unable to attend on the day of
the Meeting.
Most shareholders of the Company are "non-registered" or "beneficial"
shareholders because the Shares they own are not registered in their names but
are instead registered and held by and in the name of the brokerage firm,
securities dealer, bank or trust company of their nominees or depositories
("Intermediaries") who holds those shares for their clients. Those
Intermediaries cannot vote the Shares registered in their name except with the
specific voting instructions from their clients, the beneficial holders. In
order to facilitate this, the Company is required to arrange the distribution of
copies of the Notice of Meeting and Information Circular (collectively, the
"Meeting Materials") to non-registered holders. The Company may distribute the
Meeting Materials directly to you if you are a "non-objecting beneficial owner"
or NOBO and have allowed your Intermediary to give your name and the number of
Shares held by you to the Company in accordance with applicable securities
rules. If not, the Company will distribute the Meeting Materials to your
Intermediary who, in turn, is required to forward the Meeting Materials to you
if you have advised that you do not wish to disclose your name to the Company
(namely, you are an "objecting beneficial owner" or OBO). In some cases,
non-registered shareholders have directed their Intermediary not to send them
any such materials.
All non-registered beneficial shareholders who receive Meeting Materials will
also receive either a form of proxy or a "voting instruction form" (" VIF").
If you are a NOBO, you should expect to receive and you should properly complete
and sign the proxy or VIF that will be sent to you and return it to Broadridge
Investor Communications Solutions, Canada, as directed. Broadridge will tabulate
the results of VIFs delivered to them on behalf of NOBOs and provide that
tabulation to the Company. By sending the Meeting Materials and VIF directly to
NOBOs, the Company, and not your Intermediary, has assumed responsibility for
the delivery of those materials to you and executing your proper voting
instructions.
If you are an OBO, you should expect to receive and you should properly complete
and sign the proxy or VIF that will be sent to you and return it to the
Intermediary or its service agent, as directed. Your Intermediary will, in turn,
submit a form of proxy to the Company on your behalf, based on the voting
instructions you provide. Every Intermediary has its own procedures for
completing and returning these forms in order for the votes of non-registered
shareholders to be submitted and recorded at the Meeting. These procedures may
- 17 -
allow for voting in different manner, including over the internet or by
telephone. Those instructions should be carefully followed. If you have any
questions, you should contact your broker, bank or other Intermediary or any
service provider identified by them.
The instructions provided along with the VIF or proxy will also specify how
non-registered shareholder may complete those documents if the shareholder
wishes to attend the Meeting or appoint someone else to attend on their behalf
and vote in person at the Meeting and how to revoke or change your vote.
REVOCATION OF PROXIES
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 delivering it 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 to the Chairman of the Meeting on the day of the Meeting or in any
other manner provided by law. A revocation of a proxy will not affect any matter
on which a vote has already been taken prior to the receipt of the revocation.
ADDITIONAL INFORMATION
The Company's comparative financial statements for the financial year ended
December 31, 2006, the annual MD&A and the Company's Annual Information Form is
available on SEDAR at www.sedar.com or on the Company's website at
www.imaexploration.com or may be obtained by written request to Mr. Arthur Lang,
the Company's CFO and Corporate Secretary.
APPROVAL OF CIRCULAR
The contents of this Information Circular and its distribution to shareholders
have been approved by the Board of Directors of the Company.
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, as of this 2nd day of November, 2007.
/s/ JOSEPH GROSSO /s/ ARTHUR LANG
----------------------- -----------------------
Chief Executive Officer Chief Financial Officer
- 18 -
SCHEDULE "A"
AUDIT COMMITTEE CHARTER
(AS OF APRIL 21, 2005)
A. Mandate
The Board of Directors of the Company has an overall responsibility to oversee
the affairs of the Company for the benefit of the shareholders. The Audit
Committee is appointed by the Board to assist the Board in fulfilling its
oversight responsibilities. The Audit Committee has been established (within the
meaning of section 3(a)(58)(A) of the Exchange Act) with the following duties
and responsibilities:
- Ensure the effectiveness of the overall process of identifying and
addressing principal business risk and the adequacy of the related
disclosure
- Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting and legal
compliance
- Monitor the independence and performance of the Company's independent
auditors
- Provide an avenue of communications among the independent auditors,
management and the Board of Directors
- Encourage adherence to, and continuous improvement of, the Company's
policies, procedures and practices at all levels
The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the independent
auditors as well as anyone in the organization. The Audit Committee has the
ability to retain, at the Company's expense, special legal, accounting or other
consultants or experts it deems necessary in the performance of its duties.
B. Composition and Meetings
Audit Committee members shall meet the requirements of the TSX and US Securities
and Exchange Commission. The Audit Committee will have, at least, one member who
meets the definition of "audit committee financial expert" (as defined under
Section 407 of the Sarbanes-Oxley Act of 2002) and that he is independent (in
accordance with the criteria set forth in the American Stock Exchange Company
Guide). The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent non-executive
directors, free from any relationship that would interfere with the exercise of
his or her independent judgment. All members of the Committee shall have a basic
understanding of finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the Committee shall
have accounting or related financial expertise.
Audit Committee members shall be appointed by the Board. If the Audit Committee
Chair is not designated or present, the members of the Committee may designate a
Chair by majority vote of the Committee membership.
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. The Audit Committee Chair shall prepare and/or approve an
agenda in advance of each meeting. The Committee should meet, at least annually,
with management, the independent auditors and as a committee to discuss any
matters that the Committee or each of these groups believe should be discussed.
In addition, on a quarterly basis, the Committee or its Chair, should
communicate with management the Company's financial statements and any
significant findings based upon the Auditors limited review procedures, if any.
C. Responsibilities and Duties
ARTICLE I. REVIEW PROCEDURES
1. Review the Company's annual audited financial statements and
management discussion and analysis prior to filing or distribution.
- 19 -
Review should include discussion with management and independent
auditors of significant issues regarding accounting principles,
practices and judgments.
2. In consultation with management and the independent auditors, consider
the integrity of the Company's financial reporting processes and
controls. Discuss significant financial risk exposures and the steps
management has taken to monitor, control and report such exposures.
Review significant findings prepared by the independent auditors
together with management's responses.
3. In consultation with management, review the Company's quarterly
financial results and management discussion and analysis prior to the
release of earnings. Discuss any significant changes to the Company's
accounting principles and any items required to be communicated by the
independent auditors.
ARTICLE II. INDEPENDENT AUDITORS
4. The independent auditors are directly accountable to the Audit
Committee. The Audit Committee shall review the independence and
performance of the auditors and annually recommend to the Board of
Directors the appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.
5. Approve the fees and other significant compensation to be paid to the
independent auditors, and pre-approve any non-audit services that the
auditor may provide.
6. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company or any member of management, that could impair the auditor's
independence.
7. Review the independent auditors audit plan and engagement letter.
8. Discuss the year end results with the Committee before releasing.
9. The Committee shall consider the independent auditors' judgments about
the quality and appropriateness of the Company's accounting principles
as applied in its financial reporting.
ARTICLE III. RESPONSIBILITIES
10. At least on an annual basis, review with the Company's counsel, any
legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with
applicable laws and regulations, and inquiries received from
regulators or governmental agencies.
11. The Chairman, with the assistance of the entire Committee, shall
annually produce a report to shareholders to be included in the
Company's information circulars. The Chairman of the Audit Committee
will review all disclosure documents to be issued by the Company
relating to financial matters, including news releases, any financial
documents submitted to the TSX in Canada or the Securities and
Exchange Commission in the United States and information circulars.
12. Oversee the establishment and implementation of the Company's Code of
Business Conduct and Ethics and Whistle-Blower Policy and Procedures.
- 20 -
PLEASE DIRECT ALL INQUIRIES TO:
If you have any questions about the information contained in this document or
require assistance in completing your proxy form, please contact the proxy
solicitation agent at:
GEORGESON
100 UNIVERSITY AVENUE
11TH FLOOR, SOUTH TOWER
TORONTO, ONTARIO
M5J 2Y1
North American Toll Free Number: 1-888-605-8398
- 21 -