Highlights
-- IMX to sell (subject to execution of binding transaction documents and
required approvals being obtained) its 49% interest in Mt Woods Copper-
Gold JV and associated tenements to Oz Minerals
-- OZ Minerals' shares in IMX to be cancelled and replacement shares placed
to new investors
-- Proceeds to fund working capital and ongoing exploration at the Ntaka
Hill Nickel Sulphide Project
-- Subject to approval by IMX shareholders and regulatory approvals
IMX Resources Limited (ASX:IXR)(TSX:IXR)(TSX:IXR.WT)('IMX' or
'the Company') is pleased to announce that it has entered into a
non-binding heads of agreement with OZ Minerals Limited ('OZL')
outlining the terms for the proposed sale of its 49% interest in
the Mt Woods Copper-Gold Joint Venture to OZ Exploration Limited
Pty Ltd ('OZ Exploration'), a wholly owned subsidiary of OZL.
IMX and OZ Exploration are parties to the Mt Woods Copper-Gold
Joint Venture whereby OZ Exploration have committed to spend $20
million over 5 years to retain a 51% interest in the non-iron
rights on IMX's Mt Woods tenements in South Australia. As at 30
September 2012, OZ Exploration has spent approximately $14 million
of the $20 million.
Under the commercial terms set out in the Heads of Agreement
('HoA'), and subject to execution of binding transaction documents
and the various approvals and consents noted below, OZL agrees to
pay IMX $5 million cash. In addition, upon the required IMX
shareholder approvals being obtained and completion of the
transaction, IMX and OZL have agreed to cancel the 33,909,000 IMX
ordinary shares held by OZL. Nil cash consideration will be payable
by IMX to OZL for that cancellation, however, IMX expects to issue
33,909,000 replacement shares in the coming days to new investors.
The issue of new shares to off-set the share cancellation will mean
that the total funds derived from the sale, share cancellation and
capital raise will be approximately $8.7 million, with (assuming
completion occurs and IMX shareholder approval is obtained) no
overall increase in issued capital or dilution to existing
shareholders. Until such time as shareholder approval is obtained
and completion occurs there will, however, be an intervening period
where the issued capital will increase above the 362 million shares
currently on issue.
Managing Director Neil Meadows said, "This agreement provides an
elegant and equitable solution to the dissolution of the Mt Woods
Joint Venture with OZ Minerals and allows both parties to walk away
winners. IMX receives a significant injection of cash and we
smoothly manage the exit of a major shareholder from our register
and introduce new investors through a placement, without any
dilutionary impact on our existing shareholders."
A heads of agreement has been signed but is non-binding until
IMX and OZL complete the transaction documentation, expected to be
before the end of November 2012. Key terms of the heads of
agreement not explained above include:
-- OZL will pay a $3 million deposit to IMX on signing of binding
transaction documents.
-- While legal title to all the joint venture exploration licenses will
transfer to OZL on completion, IMX shall retain (subject to any permits
or consents agreed to by the Minister of Mines under the Mining Act and
other regulatory authorities) certain rights. In particular, IMX will
retain the right to be granted access to the tenements for the purposes
of exploration for iron ore after prior notification and consultation
with OZL on planned activities.
-- The Cairn Hill mining license (ML6303) does not form part of the sale
agreement, and as such IMX shall retain the non-iron ore rights over the
Phase 1 Area of the Cairn Hill Mining Licence (ML6303) whilst the Cairn
Hill joint venture retains the iron ore rights; and
-- A number of relevant consents are required for completion of the
Transaction, including: approval of IMX shareholders, State and
Commonwealth Government approvals as well as FIRB approval.
IMX will convene an Extraordinary General Meeting so that
shareholders can vote on the transaction, and also vote on the
selective cancellation of OZL's shares. A notice of meeting and
explanatory memorandum will be sent to shareholders in the coming
weeks.
Completion of the Proposed Transaction and issue of 33,909,000
shares is expected to deliver sufficient cash proceeds to enable
the Company to continue its exploration and evaluation work on the
100% owned Nachingwea property in south eastern Tanzania, where the
Company's Ntaka Hill Nickel Sulphide Project is located.
NEIL MEADOWS
Managing Director
About IMX Resources Limited
IMX Resources Limited is an Australian based mining and base
& precious metal exploration company dual-listed on the
Australian and Toronto stock exchanges (ASX/ TSX Code: IXR;
TSX:IXR.WT), with exploration projects located in Australia, Africa
and North America.
In Africa, IMX owns and operates the highly prospective
Nachingwea Exploration Project in southeast Tanzania, which
includes the potentially world-class Ntaka Hill Nickel Sulphide
project. Nachingwea is highly prospective for nickel and copper
sulphide, gold and graphite mineralisation. The Ntaka Hill Nickel
Sulphide Project is one of the world's best un-developed nickel
sulphide projects and has the potential to produce a very clean,
high quality premium nickel concentrate.
In Australia, IMX operates and owns 51% of the Cairn Hill Mining
Operation, located 55 kilometres south-east of Coober Pedy in South
Australia, where it produces a premium coarse-grained
magnetite-copper-gold DSO product at a rate of 1.8Mtpa.
IMX is actively developing the Mt Woods Magnetite Project on the
highly prospective Mt Woods Inlier in South Australia. IMX
currently has a JORC Inferred Resource of 569Mt @ 27% Fe at the
Snaefell Magnetite Deposit and a Global Exploration Target of
between 200-380Mt @ 25-35% Fe elsewhere in the project. Studies
indicate that coarse grained concentrates that could be produced at
Snaefell have the potential to produce a direct sinter feed product
which has the potential to attract a significant price premium.
IMX has also entered into a joint venture with OZ Minerals (the
Mt Woods Copper-Gold JV Project) to explore the Mt Woods tenements
for copper and gold. OZ Minerals is spending a minimum of $20M for
a 51% interest in the non-iron rights, with IMX retaining a 49%
interest in the non-iron rights and 100% of the iron ore
rights.
IMX owns 25.65% of Uranex (ASX:UNX), which is a dedicated
uranium exploration company, which is developing the Mkuju Uranium
project in southern Tanzania.
Visit: www.imxresources.com.au
CAUTIONARY STATEMENT: The TSX does not accept responsibility for
the adequacy or accuracy of this release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
FORWARD-LOOKING STATEMENTS: This News Release includes certain
"forward-looking statements". Forward-looking statements and
forward-looking information are frequently characterised by words
such as "plan," "expect," "project," "intend," "believe,"
"anticipate", "estimate" and other similar words, or statements
that certain events or conditions "may", "will" or "could" occur.
All statements other than statements of historical fact included in
this release are forward-looking statements or constitute
forward-looking information. There can be no assurance that such
information of statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such information. Important factors could cause
actual results to differ materially from IMX's expectations.
These forward-looking statements are based on certain
assumptions, the opinions and estimates of management and qualified
persons at the date the statements are made, and are subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements or information. Such
factors include fluctuating metal prices, uncertainty in equity
markets and other factors. There can be no assurance that the
Proposed Transaction and further activities in connection with the
Proposed Transaction will be successfully completed within expected
time limits.
IMX undertakes no obligation to update forward-looking
statements or information if circumstances should change. The
reader is cautioned not to place undue reliance on forward-looking
statements or information. Readers are also cautioned to review the
risk factors identified by IMX in its regulatory filings made from
time to time with the ASX, TSX and applicable Canadian securities
regulators.
Contacts: IMX Resources Limited Neil Meadows Managing Director
+61 8 9388 7877nmeadows@imxres.com.au Investor Relations Tony Dawe
Professional Public Relations +61 8 9388
0944tony.dawe@ppr.com.au