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 APRIL , 2004.
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IMA EXPLORATION INC.
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(Translation of registrant's name into English)
#709 - 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6, Canada
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
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 by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
IMA EXPLORATION INC.
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(Registrant)
Date April 07, 2004 By /s/ Joseph Grosso
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(Signature)
Joseph Grosso,
President & CEO
BC FORM 53-901F
(FORM 27)
SECURITIES ACT
MATERIAL CHANGE REPORT
SECTION 85(1) OF THE SECURITIES ACT, BRITISH COLUMBIA
(THE "BRITISH COLUMBIA ACT")
SECTION 118(1) OF THE SECURITIES ACT, ALBERTA (THE "ALBERTA ACT")
SECTION 75(2) OF THE SECURITIES ACT, ONTARIO (THE "ONTARIO ACT")
1. REPORTING ISSUER
The full name of the Issuer is IMA Exploration Inc. (the "Issuer"). The
address and telephone number of the principal office in Canada of the
Issuer is as follows:
#709 - 837 West Hastings Street
Vancouver, BC
V6C 3N6
Phone: (604) 687-1828
2. DATE OF MATERIAL CHANGE
April 7, 2004
3. PRESS RELEASE
A press release dated April 7, 2004 was released through various
approved public media and filed with the TSX Venture Exchange and the
British Columbia, Alberta and Ontario Securities Commissions.
4. SUMMARY OF MATERIAL CHANGE(S)
IMA Exploration Inc.'s counsel has filed a "Statement of Defence" in
the Supreme Court of British Columbia regarding the allegations made by
Aquiline Resources on March 5, 2004.
5. FULL DESCRIPTION OF MATERIAL CHANGE
IMA Exploration Inc.'s counsel has filed a "Statement of Defence" in
the Supreme Court of British Columbia regarding the allegations made by
Aquiline Resources on March 5, 2004. A full copy of the "Statement of
Defence" is attached hereto.
6. RELIANCE ON SECTION 85(2) OF THE BRITISH COLUMBIA ACT, SECTION 118(2)
OF THE ALBERTA ACT AND SECTION 75(3) OF THE ONTARIO ACT
Not Applicable
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7. OMITTED INFORMATION
Not Applicable
8. SENIOR OFFICER
The following senior officer of the Issuer is knowledgeable about the
material change and may be contacted by the Commission at the following
telephone number:
Joseph Grosso
President & CEO
Phone: (604) 687-1828
9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
DATED at Vancouver, British Columbia, this 7th day of April, 2004.
/s/ Joseph Grosso
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Joseph Grosso, President & CEO
IMA EXPLORATION INC.
Suite 709 - 837 West Hastings Street,
Terminal City Club Tower,
Vancouver, B.C. V6C 3N6
Tel: 604-687-1828 Fax: 604-687-1858 Toll Free: 800-901-0058
Internet: www.imaexploration.com E-mail: info@imaexploration.com
TSX Venture Exchange: IMR OTC Bulletin Board: IMXPF
Frankfurt & Berlin Exchanges: IMT (WKN 884971)
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NEWS RELEASE - APRIL 7, 2004
STATEMENT OF DEFENCE FILED
IMA EXPLORATION INC.'s counsel has filed a "Statement of Defence" in the Supreme
Court of British Columbia regarding the allegations made by Aquiline Resources
on March 5, 2004. A copy the Statement of Defence will be filed on SEDAR
(www.sedar.com).
The Company views the allegations to be without merit and will take all
appropriate steps to protect its interests.
ON BEHALF OF THE BOARD
/s/Joseph Grosso
----------------------------------
Mr. Joseph Grosso, President & CEO
For further information please contact Joseph Grosso, President & CEO, or Sean
Hurd, Investor Relations Manager, at 1-800-901-0058 or 604-687-1828, or fax
604-687-1858, or by email info@imaexploration.com, or visit the Company's web
site at http://www.imaexploration.com.
The TSX Venture Exchange has not reviewed and does not accept responsibility for
the adequacy or the accuracy of this release. CAUTIONARY NOTE TO US INVESTORS:
This news release may contain information about adjacent properties on which we
have no right to explore or mine. We advise U.S. investors that the SEC's mining
guidelines strictly prohibit information of this type in documents filed with
the SEC. U.S. investors are cautioned that mineral deposits on adjacent
properties are not indicative of mineral deposits on our properties. This news
release may contain forward-looking statements including but not limited to
comments regarding the timing and content of upcoming work programs, geological
interpretations, receipt of property titles, potential mineral recovery
processes, etc. Forward-looking statements address future events and conditions
and therefore involve inherent risks and uncertainties. Actual results may
differ materially from those currently anticipated in such statements.
2004 NUMBER 14
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No. S041353
Vancouver Registry
[SEAL GRAPHIC]
VANCOUVER
APRIL 7 2004 C
REGISTRY
IN THE SUPREME COURT OF BRITISH COLUMBIA
BETWEEN:
MINERA AQUILINE ARGENTINA SA
PLAINTIFF
AND:
IMA EXPLORATION INC.
DEFENDANT
STATEMENT OF DEFENCE
1. The Defendant, IMA Exploration Inc. ("IMA"), denies each and every
allegation contained in the Statement of Claim unless expressly admitted in this
Statement of Defence.
2. IMA admits paragraphs 1 - 3 of the Statement of Claim.
THE CALCATREU PROJECT
3. In reply to paragraph 5 of the Statement of Claim, IMA denies that the
Plaintiff, Minera Aquiline Argentina SA ("Minera"), was at any material time the
owner of staked mineral claims in the Rio Negro and Chubut Provinces of
Argentina known as the "Calcatreu Project" or confidential information relating
to any claims in that area.
4. In reply to paragraph 6 of the Statement of Claim, IMA denies that
Minera was at any material time the owner of "other confidential information"
related to alleged "unstaked claims" in
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the area of the Rio Negro and the Chubut Provinces (defined as the "Regional
Exploration Data" in the Statement of Claim).
5. In further reply to paragraph 6 and the Statement of Claim generally,
at no material time was Minera the owner of the alleged "Regional Exploration
Data" on which its claim is founded. In the result, Minera has no standing or
right to commence or maintain this action against IMA.
6. In reply to paragraph 7 of the Statement of Claim, Minera has been
owned by Normandy Mining Limited ("Normandy") and Newmont Mining Corporation
("Newmont") at various times material to this action.
MINERA'S PRACTICE IN RESPECT OF CONFIDENTIAL INFORMATION
7. In reply to paragraphs 8 - 11 of the Statement of Claim, at all
material times, it was Newmont's and Minera's practice to:
(a) utilize a written confidentiality agreement where they
intended to provide confidential information to others;
(b) delineate the area of interest over which the confidentiality
and use restrictions contained therein applied; and
(c) give all parties to whom Newmont and Minera disclosed
confidential information express notice that the information
being disclosed was, in fact, confidential and subject to
restrictions on its use and dissemination.
8. In reply to paragraph 10 of the Statement of Claim, the confidentiality
agreement used in connection with the Calcatreu Project speaks for itself.
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9. In reply to paragraph 14 of the Statement of Claim, IMA admits that it
executed a confidentiality agreement dated September 6, 2002 (the
"Confidentiality Agreement") between itself and Newmont, which signed on behalf
of LaSource Development and Minera Normandy Argentina SA. Thereafter, IMA was
provided with certain information labelled confidential that related to the
Calcatreu Project. IMA has no direct knowledge as to whether or not Aquiline
Resources Inc. ("Aquiline") executed the same form of confidentiality agreement
or whether IMA received the same information as Aquiline.
10. In reply to paragraph 15 of the Statement of Claim, on or about
September 19 - 23, 2002, Dr. Paul Lhotka visited Newmont's main field office in
Ingeniero Jacobacci, Rio Negro, together with two contract geologists assisting
IMA, to view the Calcatreu site and review information relating to Calcatreu.
They met with and were supervised by Carlos Cuburu, Newmont's Calcatreu Project
senior geologist and authorized representative.
THE BLEG DATA
11. In reply generally to paragraphs 16 - 22 of the Statement of Claim, IMA
denies that it sought or received any "Regional Exploration Data" as referred to
in the Statement of Claim in the manner or on the terms alleged therein. As
detailed further in paragraph 20 herein, on or about November 2, 2002, Mr.
Cuburu provided IMA, on a non-confidential basis, with silver and lead data
derived from bulk leach extractable gold sampling methods (the "silver/lead BLEG
data").
12. The silver/lead BLEG data related to regions outside the Calcatreu
Project boundaries which Normandy, Newmont and Minera had previously
investigated and determined to be of no interest.
13. In reply to paragraph 16 of the Statement of Claim, IMA denies that Mr.
Grosso made any representation to Minera that IMA wanted to review all of the
"Regional Exploration Data" in order to evaluate a potential bid for the
Calcatreu Project, as alleged or at all.
- 4 -
14. In reply to paragraph 17 of the Statement of Claim, if Minera owned the
silver/lead BLEG data at any material time, which is denied, IMA denies that
Minera at any material time maintained any of the silver/lead BLEG data relating
to lands outside the Calcatreu Project in confidence or treated it as
proprietary. In fact, at no material time did Minera, Normandy or Newmont take
any precautions to establish the alleged confidentiality of the data or to
notify those who had copies of the data that its use and dissemination were
restricted.
15. Alternatively, if Minera owned the silver/lead BLEG data at any
material time, which is denied, IMA denies that it was aware or ought to have
been aware that Minera maintained the silver/lead BLEG data in confidence or
treated it as proprietary or that Minera expected IMA to maintain such alleged
confidence in regard to the silver/lead BLEG data.
16. In reply to paragraph 18 of the Statement of Claim, if Minera owned the
silver/lead BLEG data at any material time, which is denied, IMA denies that
Minera relied upon any alleged representation by Mr. Grosso, or that Minera
agreed to provide the silver/lead BLEG data to IMA for the sole purpose of
evaluating its potential bid for the Calcatreu Project. At all material times,
Minera knew or, alternatively, ought to have known that IMA was engaged in
extensive mineral exploration in the region generally and would only accept
information pertaining to areas outside the Calcatreu Project boundaries on a
non-confidential basis.
17. In reply to paragraph 19 of the Statement of Claim, IMA denies that the
silver/lead BLEG data was provided to it in confidence to be used solely for the
purpose of evaluating the Calcatreu Project as alleged or at all, or that it
owed Minera any duty to maintain any confidence over the silver/lead BLEG data
or to use it for the sole purpose of evaluating its potential bid for the
Calcatreu Project. At all material times, Minera knew the silver/lead BLEG data
would be of no use to IMA in evaluating the Calcatreu Project.
18. In reply to paragraph 20 of the Statement of Claim, IMA denies it
agreed to receive the silver/lead BLEG data subject to any term of the
Confidentiality Agreement that it had executed as alleged or at all or subject
to any prohibition or limit as to IMA's use of the silver/lead BLEG data.
- 5 -
19. In reply to paragraph 21 of the Statement of Claim, it is customary in
the mining industry and was, at all material times, Newmont's and Minera's
practice to provide confidential information under a written confidentiality
agreement and to circumscribe the area over which any confidentiality or use
restrictions applied. It is also customary in the mining industry and, at all
material times, was Newmont's and Minera's practice that where exploration data
is provided without such an agreement or where such information relates to areas
outside the specific area of interest, the information is considered not to be
confidential and the recipient is free to use such information as it sees fit.
20. In further reply generally to the Statement of Claim and, in
particular, paragraphs 15 - 22 thereof, if Minera owned the silver/lead BLEG
data at any material time, which is denied, the circumstances under which Minera
gave the silver/lead BLEG data to IMA are as follows:
(a) Normandy and Minera had collected the silver/lead BLEG data
intermittently for several years prior to 2002;
(b) Utilizing the silver/lead BLEG data, in or about January and
February of 2002, Normandy, Newmont and Minera expressly noted
significant anomalies in the silver/lead BLEG data at and in
the immediate vicinity of Navidad, conducted follow-up site
investigations at the Navidad area, and concluded that it was
a region not worth pursuing;
(c) After they concluded that the Navidad area was not worth
pursuing, Normandy, Newmont and Minera did not treat the
silver/lead BLEG data as confidential or expect others to
treat it as such;
(d) At various times material to this action, Normandy, Newmont
and Minera, their respective employees, consultants and
contractors disclosed and disseminated the silver/lead BLEG
data to others without any restrictions as to use or notice of
alleged confidentiality;
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(e) On or about October 30 through November 2, 2002, Dr. Lhotka
and Mr. Keith Patterson of IMA met with Mr. Cuburu at
Newmont's main field office in Ingeniero Jacobacci, Rio Negro,
to continue IMA's evaluation of the Calcatreu Project. At that
time, Mr. Cuburu knew or ought to have known that IMA was
engaged in extensive mineral exploration in the region
generally and that IMA's interest in the region was not
restricted to the Calcatreu Project;
(f) Near the conclusion of their visit, Mr. Cuburu copied the
silver/lead BLEG data onto a blank computer disk and gave it
to Mr. Patterson and Dr. Lhotka. At that time, Mr. Cuburu
expressly acknowledged that the silver/lead BLEG data did not
pertain to the Calcatreu Project and was not covered by the
Confidentiality Agreement;
(g) At no time did Mr. Cuburu advise Dr. Lhotka or Mr. Patterson
that the silver/lead BLEG data was confidential or that IMA
could not use it as it saw fit;
(h) At all material times, Dr. Lhotka and Mr. Patterson believed
and understood that the silver/lead BLEG data was not
confidential, that Mr. Cuburu had provided the silver/lead
BLEG data to them on a non-confidential, unrestricted, basis
and that IMA was free to use the silver/lead BLEG data as it
saw fit; and
(i) Mr. Patterson and Dr. Lhotka would not have accepted the
silver/lead BLEG data from Mr. Cuburu had they believed or had
reason to believe that Normandy, Newmont or Minera considered
the information to be confidential or governed by the
Confidentiality Agreement.
21. In the circumstances, the silver/lead BLEG data given to IMA by Mr.
Cuburu was not confidential, nor was it governed by the terms of the
Confidentiality Agreement relating to the Calcatreu Project.
- 7 -
22. Alternatively, the silver/lead BLEG data is expressly excluded from
protection under the Confidentiality Agreement. The Confidentiality Agreement
defines "Confidential Information" on page 1 as follows:
"In connection with Reviewer's review of the Project, Newmont
may provide to Reviewer certain financial, operating,
technical, geological and other information (the "Confidential
Information") concerning the Project. Confidential Information
in this Agreement will include all communications, whether
written, electronically stored or delivered, or oral, of any
kind, between the Participants relating to the Project, any
observations made by Reviewer during site visits or tours, and
any and all information, reports, analyses, studies,
compilations, forecasts or other materials prepared by
Reviewer relating to the Project which contains or otherwise
reflects such information." (Emphasis added)
23. The silver/lead BLEG data does not concern or relate to the Calcatreu
Project and is thus excluded from protection.
24. Further, the Confidentiality Agreement excludes certain information
from protection in section 4 as follows:
"Portions of Confidential Information Not Applicable To This
Agreement. This Agreement will terminate or become inoperative
with respect to any portion of the Confidential Information
if:
(a) such information becomes generally available to the
public other than by reason of a violation of the
terms of this Agreement by Reviewer or its
Representatives;
(b) such information is generally known through publicly
available sources by knowledgeable independent
geologists, metallurgists and engineers at the time
of the disclosure of such information or later
becomes generally known to such persons, in either
case other than as a result of disclosure in
violation of the terms of this Agreement by Reviewer
or its Representatives after the date hereof:
(c) Reviewer can establish that such information was
developed by it independently of any disclosure by
Newmont or was available to Reviewer on a
non-confidential basis prior to its disclosure by
Newmont; or
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(d) such information becomes available to Reviewer on a
non- confidential basis from a person other than
Newmont who in making it available was not, so far as
Reviewer is aware after reasonable inquiry, in
violation of a confidentiality obligation owed to
Newmont."
25. The silver/lead BLEG data is excluded from protection because:
(a) it became generally available to the public other than by
reason of a violation of the Confidentiality Agreement by IMA;
and
(b) it was available to IMA on a non-confidential basis from
persons other than Minera without violation of a
confidentiality obligation owed to Minera.
26. Further, the Confidentiality Agreement permits the unrestricted use of
the silver/lead BLEG data outside a 2 kilometer zone surrounding the boundaries
of the Calcatreu Project in section 8 as follows:
"Acquisition Restrictions. During the term of this Agreement,
neither Reviewer or any of its subsidiaries or affiliates will
acquire, directly or indirectly, any mining claims, permits,
concessions or other property situated within two (2)
kilometers from and parallel to all exterior boundaries of the
Project."
IMA'S NAVIDAD PROPERTY
27. In reply to paragraph 24 of the Statement of Claim, given the
non-confidential nature of the silver/lead BLEG data, IMA was entitled to
consider the data in connection with its extensive ongoing mineral exploration
activities in the Chubut Province of Argentina in the vicinity of the Navidad
property. IMA's Navidad property lies approximately 40 kilometres from the
closest boundary of the Calcatreu Project.
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28. In reply to paragraph 26 of the Statement of Claim, IMA issued a news
release regarding its Navidad property on February 3, 2003, immediately after it
had received confirmation that its Navidad mineral claims had been properly
registered and accepted in Argentina.
29. In reply to paragraph 27 of the Statement of Claim, if the silver/lead
BLEG data was confidential, which is denied, its use is governed exclusively by
the Confidentiality Agreement and IMA's use of the silver/lead BLEG data does
not constitute a breach of the Confidentiality Agreement.
30. In the alternative, if IMA's use of the silver/lead BLEG data
constitutes a breach of the Confidentiality Agreement, which is denied, such use
and any remedies arising are governed by the laws of the State of Colorado,
U.S.A., which do not permit or allow for a constructive trust remedy over the
Navidad property.
31. In the alternative, if the silver/lead BLEG data is not governed by the
Confidentiality Agreement, but is nonetheless confidential in nature, which is
denied, IMA's use of the data and any remedies arising are governed by the laws
of Argentina, which do not permit or allow for a constructive trust remedy over
the Navidad property.
32. In reply to paragraph 31 of the Statement of Claim, section 5 of the
Confidentiality Agreement provides, in part, as follows:
"Termination. Except as provided herein, this Agreement and
all obligations hereunder will terminate and be of no further
force or effect on the date that is the second anniversary of
the date hereof (the "Termination Date")..."
33. At all material times, Normandy, Newmont and Minera considered the
silver/lead BLEG data to be of negligible value and that the region the data
pertained to, including the Navidad property, was of no value or interest to
them. Accordingly, Minera would not have staked the Navidad property within two
years from the date of execution of the Confidentiality Agreement, that
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is, by September 6, 2004. As a result, Minera has suffered no loss or damage as
a result of IMA's staking of its Navidad claims.
34. Alternatively, if Minera has suffered any loss or damage, which is
denied, Minera has failed to mitigate such loss and damage.
AQUILINE'S CONDUCT
35. At all material times, Minera and its current parent company, Aquiline,
knew or ought to have known of the non-confidential nature of the silver/lead
BLEG data and the circumstances of its dissemination to IMA and others, all as
aforesaid.
36. In or about January 2003, Aquiline entered into an arrangement with
Newmont to acquire Newmont's Calcatreu Project with knowledge of the
non-confidential nature of the silver/lead BLEG data and the circumstances of
its dissemination to IMA and others as aforesaid. At that time, the transaction
between Aquiline and Newmont was structured as an asset acquisition and did not
contemplate the acquisition of the shares of Minera by Aquiline.
37. On or about February 3, 2003, IMA publicly announced its staking of its
Navidad claims.
38. Over the ensuing months IMA publicly announced further positive results
relating to its Navidad property.
39. After learning of IMA's staking of its Navidad claims and IMA's
positive results as aforesaid, in or about July, 2003 Aquiline restructured the
transaction with Newmont, inter alia, to acquire the shares of Minera and
thereby gain control of Minera. The transaction with Newmont was altered by
Aquiline in an attempt to gain control of Minera and thereafter assert claims
through Minera against IMA in regard to IMA's Navidad property in circumstances
where Aquiline knew or ought to have known of the non-confidential nature of the
silver/lead BLEG data and the circumstances of its dissemination to IMA and
others, all as aforesaid.
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40. At all material times, Aquiline has caused Minera to assert claims
against IMA relating to IMA's Navidad property and commence this action as a
pretext to publicly attack IMA's title to its Navidad claims and thereby
adversely affect IMA's business activities and reputation and the price of its
shares, all in an attempt to extract an unreasonable payment or settlement from
IMA.
41. Further, for the same reason, Minera and Aquiline have contacted third
parties whom Minera and Aquiline knew or ought to have known were doing business
with or investing in IMA, or were considering doing so, and made statements to
those third parties about IMA and the Navidad property that were untrue and were
intended to dissuade those third parties from doing business with or investing
in IMA.
42. Aquiline and Minera's conduct in asserting these claims and commencing
and maintaining this action has been highhanded, unreasonable and prejudicial to
IMA, justifying an award of special costs in favour of IMA.
WHEREFORE the Defendant, IMA Exploration Inc., submits that the action
against it be dismissed with special costs.
April 7, 2004 /s/ Davis & Company
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Dated Davis & Company (Michael P. Carroll, Q.C.)
Solicitors for the Defendant
THIS STATEMENT OF DEFENCE is filed by the firm of Davis & Company, Barristers &
Solicitors, (MPC), whose place of business and address for service is 2800 Park
Place, 666 Burrard Street, Vancouver BC, V6C 2Z7.
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No. S041353
Vancouver Registry
IN THE SUPREME COURT OF BRITISH COLUMBIA
BETWEEN:
MINERA AQUILINE ARGENTINA SA
PLAINTIFF
AND:
IMA EXPLORATION INC.
DEFENDANT
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STATEMENT OF DEFENCE
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DAVIS & COMPANY
Barristers & Solicitors
2800 Park Place
666 Burrard Street
Vancouver, BC V6C 2Z7
Tel No. (604) 687-9444
Fax No. (604) 687-1612
File No. 54532-00001 BXM/adw
VANLIT Library:233406.1