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EXTRAORDINARY MEETING OF SHAREHOLDERS
CHAIRMAN'S ADDRESS
Ladies and Gentlemen,
Welcome to this Extraordinary Meeting of Shareholders of IMX Resources Limited, I thank you for your attendance.
We come together today for what is a very important meeting in the history of your company. Today we are looking to create a value pathway for shareholders, with a simplified investment structure providing separate exposure to two different, but equally exciting commodity sectors.
Your Board is strongly of the view that if all resolutions are approved at today's meeting, we will enjoy greater market interest and upside for shareholders.
Since the AGM last November, the Board and management have rigorously assessed and reviewed how best to progress the Company's portfolio of graphite, gold and base metals assets in a way that enables the maximum value to be realised for shareholders.
During this review, it became quite clear that as a small company, pursuing a multi-commodity, multi-asset strategy was no longer appropriate, particularly given the internal competition for capital and management time. We also received considerable feedback from shareholders, potential investors and advisors which strongly indicated that separate companies, with dedicated and specific commodity exposure and focus, would be more attractive.
So this is where we find ourselves meeting today and voting on the creation of two distinct companies.
Graphex Mining will be focussed entirely on the high quality Chilalo Graphite Project, which will be fast- tracked to production. We have completed a positive pre-feasibility study on the Chilalo Project and are in advanced talks with two major Chinese companies interested in teaming with Graphex to develop Chilalo.
If shareholders approve the necessary resolutions today, Graphex Mining will proceed with an Initial Public Offer of shares to raise up to $7 million. IMX's current Managing Director, Phil Hoskins, will become the Managing Director of Graphex Mining, and a Board of Directors led by experienced mining executive, Stephen Dennis, will take charge. IMX shareholders will retain exposure to this exciting project, as you will be issued Graphex shares via an in-specie distribution on an approximate one for 94 basis and will also be eligible to purchase additional shares in Graphex under a priority offer for IMX shareholders.
The gold and base metals assets will remain with IMX Resources, which, subject to shareholders approving Resolution 7 today, will be renamed Indiana Resources Limited.
The existing Kishugu and Naujombo gold prospects are high priority targets and the intention will be for us to build on our recent successful soil sampling and trenching programs with RAB and RC drilling programs. In addition to the gold targets, there is the Ntaka Hill Nickel Project that has a substantial existing nickel resource and which through a number of previous transactions has demonstrated that it has significant value in the right nickel price environment. IMX is the manager and 70% owner of Ntaka Hill and we are presently determining how best to create value for shareholders from this project.
Once shareholders approve the demerger, a new Managing Director will be appointed to help drive the gold and base metals strategy. Subject to completion of the restructure of ownership of IMX's asset portfolio, Mr Campbell Baird is expected to be appointed as Managing Director. Campbell brings over 25 years of international mining experience, including four years as CEO of Focus Minerals Limited where he led an increase in annual gold production from 5,000 ounces to 175,000 ounces.
On behalf of the Board, I would like to thank shareholders for their support and for your attendance today, and look forward to keeping you updated on our progress in the coming months.
Thank you.
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A Refocus on Gold and Base Metals
in Tanzania
Extraordinary General Meeting 20 April 2016
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Good luck Graphex
Restructure metrics and key dates for spin out
Key Metric
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Description
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Consideration to IMX
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Conditions to completion of restructure
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IMX (Indiana Resources) shareholder approval
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Graphex achieving minimum capital raising of $4.25M
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ATO ruling confirming no adverse tax consequences of in-specie distribution
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Indicative Timetable - Key Dates
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Record date for participating in Priority Offer
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Priority Offer period
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General Offer period
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Record date for in-specie distribution
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Completion of in-specie distribution
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Issue of shares and loyalty options
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Expected date for Graphex shares to commence trading
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8 April 2016
11 - 26 April 2016
11 April - 2 May 2016
11 May 2016
12 May 2016
13 May 2016
18 May 2016
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Joint company agreements in place
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Agreement in place to share employee resources between Graphex and IMX, allowing both companies to capture synergies of sharing administration and technical skill sets
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New discoveries agreement between both parties for 3 years, such that reciprocal rights of precious and base metals discoveries by Graphex will be notified to Indiana. Likewise for graphite discoveries by IMX to Graphex
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www.imxresources.com.au 2