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 , 2002 .
IMA EXPLORATION INC.
(Translation of registrant's name into English)
#709 - 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6, Canada
(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): _______
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
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): _______
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
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.
(Registrant)
Date November 27, 2002 By /s/ William Lee
----------------- --------------------
(Signature)
William Lee, Director and Chief Financial Officer
-------------------------------------------------
1 Print the name and title of the signing officer under his signature.
BC Form 51-901F
QUARTERLY REPORT
Incorporated as part of: X Schedule A
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X Schedules B & C
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(place x in appropriate category)
ISSUER DETAILS:
NAME OF ISSUER IMA EXPLORATION INC.
--------------------------------------
ISSUER ADDRESS #709 - 837 WEST HASTINGS STREET
VANCOUVER, BC V6C 3N6
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ISSUER TELEPHONE NUMBER (604) 687-1828
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ISSUER FAX NUMBER (604) 687-1858
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CONTACT PERSON MR. NIKO CACOS
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CONTACT'S POSITION CORPORATE SECRETARY
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CONTACT'S TELEPHONE NUMBER (604) 687-1828
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CONTACT'S E-MAIL ADDRESS info@imaexploration.com
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WEBSITE www.imaexploration.com
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FOR QUARTER ENDED SEPTEMBER 30, 2002
--------------------------------------
DATE OF REPORT NOVEMBER 27, 2002
--------------------------------------
CERTIFICATE
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THE THREE SCHEDULE(S) REQUIRED TO COMPLETE THIS QUARTERLY REPORT ARE ATTACHED
AND THE DISCLOSURE CONTAINED THEREIN HAS BEEN APPROVED BY THE BOARD OF
DIRECTORS. A COPY OF THIS REPORT WILL BE PROVIDED TO ANY SHAREHOLDER WHO
REQUESTS IT.
JOSEPH GROSSO /s/ Joseph Grosso 02/11/27
------------------- -------------------- -----------------------
NAME OF DIRECTOR SIGN (TYPED) DATE SIGNED (YY/MM/DD)
WILLIAM LEE /s/ William Lee 02/11/27
------------------- -------------------- -----------------------
NAME OF DIRECTOR SIGN (TYPED) DATE SIGNED (YY/MM/DD)
(Signatures for this Form should be entered in TYPED form)
BC FORM 51-901F SCHEDULE A
--------------------------------------------------------------------------------
IMA EXPLORATION INC.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2002
(Unaudited - Prepared by Management)
--------------------------------------------------------------------------------
BC FORM 51-901F SCHEDULE A
IMA EXPLORATION INC.
INTERIM CONSOLIDATED BALANCE SHEETS
(Unaudited - Prepared by Management)
September 30, December 31,
2002 2001
$ $
A S S E T S
CURRENT ASSETS
Cash and cash equivalents 2,086,820 755,765
Amounts receivable and prepaids 43,501 69,889
Marketable securities 23,460 23,460
------------ ------------
2,153,781 849,114
PROPERTY, PLANT AND EQUIPMENT 50,238 57,088
MINERAL PROPERTIES AND RELATED
DEFERRED COSTS (Note 3) 5,519,637 4,581,172
------------ ------------
7,723,656 5,487,374
============ ============
L I A B I L I T I E S
CURRENT LIABILITIES
Accounts payable and accrued liabilities 40,829 115,716
------------ ------------
S H A R E H O L D E R S ' E Q U I T Y
SHARE CAPITAL (Note 4) 21,354,824 18,090,497
DEFICIT (13,671,997) (12,718,839)
------------ ------------
7,682,827 5,371,658
------------ ------------
7,723,656 5,487,374
============ ============
APPROVED BY THE BOARD OF DIRECTORS
/s/ Joseph Grosso , Director
----------------------------------
/s/ William Lee , Director
----------------------------------
The accompanying notes are an integral part of these interim
consolidated financial statements.
BC FORM 51-901F SCHEDULE A
IMA EXPLORATION INC.
INTERIM CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(Unaudited - Prepared by Management)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ -----------------------------
2002 2001 2002 2001
$ $ $ $
EXPENSES
Administrative and management services 55,160 54,051 171,575 164,541
Amortization and depreciation 4,892 5,501 14,676 16,505
Bank charges and interest 1,151 2,066 6,488 5,659
Corporate development and investor relations 54,546 33,179 177,758 49,019
General exploration 37,965 21,015 90,667 75,412
Office and sundry 6,652 9,165 24,952 28,695
Printing 1,694 3,873 19,629 11,354
Professional fees 36,016 31,462 111,074 73,504
Rent, parking and storage 18,680 17,151 54,482 52,115
Salaries and employee benefits 52,394 47,320 148,853 146,741
Telephone and utilities 11,279 5,800 24,598 16,836
Transfer agent and regulatory fees 6,452 2,255 33,208 11,597
Travel and accommodation 136 17,145 74,930 42,350
------------ ------------ ------------ ------------
LOSS BEFORE THE FOLLOWING (287,017) (249,983) (952,890) (694,328)
FOREIGN EXCHANGE (6,501) 6,108 (15,963) 12,391
PROVISION FOR
MARKETABLE SECURITIES - (16,618) - (16,618)
LOSS ON SALE OF
MARKETABLE SECURITIES - (6,534) - (6,534)
INTEREST AND MISCELLANEOUS INCOME 9,390 26,230 15,695 129,030
------------ ------------ ------------ ------------
LOSS FOR THE PERIOD (284,128) (240,797) (953,158) (576,059)
DEFICIT - BEGINNING OF PERIOD (13,387,869) (12,172,226) (12,718,839) (11,836,964)
------------ ------------ ------------ ------------
DEFICIT - END OF PERIOD (13,671,997) (12,413,023) (13,671,997) (12,413,023)
============ ============ ============ ============
BASIC AND DILUTED LOSS
PER COMMON SHARE $(0.01) $(0.01) $(0.04) $(0.04)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 25,048,704 16,464,002 22,055,463 14,529,219
============ ============ ============ ============
The accompanying notes are an integral part of these interim
consolidated financial statements.
BC FORM 51-901F SCHEDULE A
IMA EXPLORATION INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(Unaudited - Prepared by Management)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ -----------------------------
2002 2001 2002 2001
$ $ $ $
OPERATING ACTIVITIES
Loss for the period (284,128) (240,797) (953,158) (576,059)
Item not involving cash
Amortization and depreciation 4,892 5,501 14,676 16,505
Loss on sale of marketable securities - 6,534 - 6,534
Provision for marketable securities - 16,618 - 16,618
------------ ------------ ------------ ------------
(279,236) (212,144) (938,482) (536,402)
Decrease (increase) in amounts
receivable and prepaids 24,578 (15,995) 26,388 (18,732)
Increase (decrease) in accounts payable
and accrued liabilities (41,543) 191,339 (74,887) 106,481
------------ ------------ ------------ ------------
(296,201) (36,800) (986,981) (448,653)
------------ ------------ ------------ ------------
INVESTING ACTIVITIES
Additions to property, plant and equipment (6,478) (2,435) (7,826) (5,243)
Additions to mineral properties
and related deferred costs (227,265) (435,347) (938,465) (1,172,660)
Proceeds on sale of marketable securities - 16,966 - 16,966
------------ ------------ ------------ ------------
(233,743) (420,816) (946,291) (1,160,937)
------------ ------------ ------------ ------------
FINANCING ACTIVITIES
Issuance of common shares 912,935 780,000 3,453,383 780,000
Share subscriptions received - (780,000) - -
Share issue costs (31,823) (33,750) (189,056) (33,750)
------------ ------------ ------------ ------------
881,112 (33,750) 3,264,327 746,250
------------ ------------ ------------ ------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 351,168 (491,366) 1,331,055 (863,340)
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 1,735,652 1,130,763 755,765 1,502,737
------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS -
END OF PERIOD 2,086,820 639,397 2,086,820 639,397
============ ============ ============ ============
SUPPLEMENTAL CASH FLOW INFORMATION (Note 7)
The accompanying notes are an integral part of these interim
consolidated financial statements.
BC FORM 51-901F SCHEDULE A
IMA EXPLORATION INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited - Prepared by Management)
1. NATURE OF OPERATIONS
The Company is in the process of exploring its mineral properties in South
America and evaluating other mineral properties. The Company considers
itself to be an exploration stage company. On the basis of information to
date, it has not yet determined whether these properties contain
economically recoverable ore reserves. The amounts shown as mineral
properties and related deferred costs represent net costs to date, less
amounts amortized and/or written off, and do not necessarily represent
present or future values. The underlying value of the mineral properties
and related deferred costs is entirely dependent on the existence of
economically recoverable reserves, securing and maintaining title and
beneficial interest in the properties, the ability of the Company to obtain
the necessary financing to complete development, and future profitable
production.
The Company considers that it has adequate resources to maintain its
operations for the next year. However, the Company recognizes that it will
require additional financing in the forthcoming year to complete its
proposed exploration programs. The Company is seeking additional financing
to complete these programs, and while it has been successful at doing so in
the past, there can be no assurance that it will be able to do so in the
future. See also Note 4.
2. SIGNIFICANT ACCOUNTING POLICIES
The interim consolidated financial statements of the Company have been
prepared by management in accordance with Canadian generally accepted
accounting principles. The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes.
Actual results could differ from those estimates. The consolidated
financial statements have, in management's opinion, been properly prepared
using careful judgement with reasonable limits of materiality. These
interim consolidated financial statements should be read in conjunction
with the most recent annual consolidated financial statements. The
significant accounting policies follow that of the most recently reported
annual consolidated financial statements.
BC FORM 51-901F SCHEDULE A
IMA EXPLORATION INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited - Prepared by Management)
3. MINERAL PROPERTIES AND RELATED DEFERRED COSTS
September 30, 2002 December 31, 2001
---------------------------------------- ----------------------------------------
Deferred Deferred
Acquisition Exploration Acquisition Exploration
Costs Costs Total Costs Costs Total
$ $ $ $ $ $
Argentina:
Valle de Cura 654,277 1,881,370 2,535,647 622,791 1,866,361 2,489,152
Gualcamayo 52,880 11,812 64,692 52,880 9,595 62,475
Other 52,839 332,052 384,891 37,096 188,735 225,831
------------ ------------ ------------ ------------ ------------ ------------
759,996 2,225,234 2,985,230 712,767 2,064,691 2,777,458
Peru:
Rio Tabaconas 659,272 1,875,135 2,534,407 535,217 1,268,497 1,803,714
------------ ------------ ------------ ------------ ------------ ------------
1,419,268 4,100,369 5,519,637 1,247,984 3,333,188 4,581,172
============ ============ ============ ============ ============ ============
4. SHARE CAPITAL
Authorized: 100,000,000 common shares without par value
Issued:
Nine Months Ended Year Ended
September 30, 2002 December 31, 2001
-------------------------------- --------------------------------
Shares Amount Shares Amount
$ $
Balance, beginning of period 18,592,219 18,090,497 13,529,219 16,627,241
------------ ------------ ------------ ------------
Issued during the period for:
Private placements 5,691,915 2,547,870 5,063,000 1,563,940
Exercise of warrants 2,085,361 837,513 - -
Exercise of options 170,000 68,000 - -
Agent's fee 11,111 5,000 - -
Less: Share issue costs - (194,056) - (100,684)
------------ ------------ ------------ ------------
7,958,387 3,264,327 5,063,000 1,463,256
------------ ------------ ------------ ------------
Balance, end of period 26,550,606 21,354,824 18,592,219 18,090,497
============ ============ ============ ============
BC FORM 51-901F SCHEDULE A
IMA EXPLORATION INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited - Prepared by Management)
4. SHARE CAPITAL (continued)
During the nine months ended September 30, 2002, the Company:
a) completed a brokered private placement for 637,000 units at a price of
$0.38 for cash proceeds of $222,695, net of share issue costs of
$19,365. Each unit consisted of one common share of the Company and
one non-transferable common share purchase warrant. Two warrants
entitle the holder to purchase one common share for the exercise price
of $0.45 on or before March 31, 2003. In addition, agent's warrants
were issued to purchase 63,700 common shares at a price of $0.45 on or
before March 31, 2003. During the nine months ended September 30,
2002, 318,500 warrants and 63,700 agent's warrants remained
unexercised;
b) completed a brokered private placement of 1,777,778 units at a price
of $0.45 per unit for cash proceeds of $686,132, net of share issue
costs of $118,868. Each unit consisted of one common share of the
Company and one non-transferable share purchase warrant. Two warrants
entitle the holder to purchase an additional common share of the
Company at a price of $0.54 per share on or before April 9, 2003. In
addition, the Company issued 11,111 shares to the agents, at an
ascribed amount of $0.45 per share. The agents also received agent's
warrants to purchase 355,556 common shares at a price of $0.54 per
share on or before April 9, 2003. During the nine months ended
September 30, 2002, 562,528 warrants and 355,556 agent's warrants
remained unexercised;
c) completed a non-brokered private placement for 1,722,222 units at a
price of $0.45 per unit, for cash proceeds of $751,000 net of share
issue costs of $24,000. Each unit consisted of one common share of the
Company and one non-transferable share purchase warrant. Each warrant
will entitle the holder to purchase an additional common share of the
Company at a price of $0.53 per share on or before May 23, 2003 and
$0.60 per share on or before May 23, 2004. The agents also received
agent's warrants to purchase 66,666 common shares for the exercise
price of $0.53 per share on or before May 23, 2003. Certain directors
have purchased 191,111 units. During the nine months ended September
30, 2002, 1,722,222 warrants and 66,666 agent's warrants remained
unexercised;
BC FORM 51-901F SCHEDULE A
IMA EXPLORATION INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited - Prepared by Management)
4. SHARE CAPITAL (continued)
d) completed a brokered private placement for 1,554,915 units at a price
of $0.47 for cash proceeds of $698,987, net of share issue costs of
$31,823. Each unit consisted of one common share of the Company and
one non-transferable common share purchase warrant. Each warrant will
entitle the holder to purchase an additional common share of the
Company at a price of $0.55 per share on or before September 27, 2003
and $0.60 on or before September 27, 2004. The agent's also received
agent's warrants to purchase 37,496 common shares at a price of $0.50
per share on or before September 27, 2003. The President of the
Company has purchased 150,000 units. During the nine months ended
September 30, 2002, 1,554,915 warrants and 37,496 agent's warrants
remained unexercised.
e) granted stock options to purchase 1,050,000 common shares exercisable
for a period of five years, at a price of $0.50 per share.
5. RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2002, the Company:
(i) paid $104,376 to companies controlled by certain directors and
officers of the Company for management and consulting services
provided; and
(ii) paid $45,693 for rent to a company owned by the President of the
Company and his wife.
See also Note 4.
6. SEGMENTED INFORMATION
The Company's principal activities are the exploration of mineral
properties in Argentina and Peru. Management reviews the financial results
according to expenditures by property.
Segment assets by geographical location are as follows:
September 30, 2002
--------------------------------------------------------------
Canada Argentina Peru Total
$ $ $ $
Property, plant and equipment 37,969 5,817 6,452 50,238
Mineral properties and related
deferred costs - 2,985,230 2,534,407 5,519,637
------------ ------------- ------------ ------------
37,969 2,991,047 2,540,859 5,569,875
============ ============= ============ ============
BC FORM 51-901F SCHEDULE A
IMA EXPLORATION INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited - Prepared by Management)
6. SEGMENTED INFORMATION (continued)
December 31, 2002
--------------------------------------------------------------
Canada Argentina Peru Total
$ $ $ $
Property, plant and equipment 45,376 5,817 5,895 57,088
Mineral properties and related
deferred costs - 2,777,458 1,803,714 4,581,172
------------ ------------- ------------ ------------
45,376 2,783,275 1,809,609 4,638,260
============ ============= ============ ============
7. SUPPLEMENTARY CASH FLOW INFORMATION
Non-cash investing and financing activities were conducted by the Company
as follows:
Nine Months Nine Months
Ended Ended
September 30, September 30,
2002 2001
$ $
Financing Activities
Issuance of common shares for agent's fee 5,000 -
Share issue costs (5,000) -
------------ ------------
- -
============ ============
BC FORM 51-901F SCHEDULE B
IMA EXPLORATION INC.
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
1.(a)GENERAL AND ADMINISTRATIVE EXPENSES
$
Administrative and management services 171,575
Amortization and depreciation 14,676
Bank charges and interest 6,488
Corporate development and investor relations 177,758
Office and sundry 24,952
Printing 19,629
Professional fees 111,074
Rent, parking and storage 54,582
Salaries and employee benefits 148,853
Telephone and utilities 24,598
Transfer agent and regulatory fees 33,208
Travel and accommodation 74,930
--------------
862,223
==============
1.(b)MINERAL PROPERTIES AND RELATED DEFERRED COSTS
---------------------------------------------------------------------
ARGENTINA PERU
TOTAL
---------------------------------------- ------------
RIO
VALLE DE CURA GUALCAMAYO OTHER TABACONAS
Balance, beginning of period 2,489,152 62,475 225,831 1,803,714 4,581,172
------------ ------------ ------------ ------------ ------------
Expenditures during the period
Assays - - 6,574 24,278 30,852
Consultants - - - 48,296 48,296
Environmental - - - 59,962 59,962
Field supplies - - - 16,550 16,550
Field workers - - - 44,011 44,011
Geological 812 2,217 89,293 206,295 298,617
Maps - - - 5,083 5,083
Office - - - 13,888 13,888
Option payments 31,486 - 15,743 124,055 171,284
Other 14,197 - 47,450 102,543 164,190
Survey - - - 20,923 20,923
Travel - - - 35,118 35,118
Vehicles - - - 29,691 29,691
------------ ------------ ------------ ------------ ------------
46,495 2,217 159,060 730,693 938,465
------------ ------------ ------------ ------------ ------------
Balance, end of period 2,535,647 64,692 384,891 2,534,407 5,519,637
============ ============ ============ ============ ============
BC FORM 51-901F SCHEDULE B
IMA EXPLORATION INC.
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
1.(c)GENERAL EXPLORATION EXPENSES
$
Assays 1,448
Bank fees 10,137
Consulting 37,068
Geological 33,971
Maps 474
Office 3,936
Supplies 612
Travel 1,124
Vehicles 1,897
------------
90,667
============
2.(a)RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2002, the Company:
(i) paid $104,376 to companies controlled by certain directors and
officers of the Company, for management and consulting services
provided; and
(ii) paid $45,693 for rent to an affiliated company.
3.(a)SECURITIES ISSUED DURING THE PERIOD ENDED SEPTEMBER 30, 2002
DATE TYPE OF TYPE TOTAL TYPE OF
OF ISSUE SECURITY OF ISSUE NUMBER PRICE PROCEEDS CONSIDERATION COMMISSION
Feb/02 Common Private Placement 637,000 $0.38 $242,060 Cash $8,000
Apr/02 Common Private Placement 1,777,778 $0.45 $800,000 Cash $64,000
Apr/02 Common Private Placement 11,111 $0.45 $5,000 Agent's Fee. N/A
May/02 Common Warrants 41,250 $0.45 $18,562 Cash N/A
May/02 Common Warrants 382,500 $0.40 $153,000 Cash N/A
May/02 Common Private Placement 1,722,222 $0.45 $775,000 Cash $24,000
Jun/02 Common Warrants 259,000 $0.35 $90,650 Cash N/A
Jun/02 Common Warrants 222,611 $0.45 $100,176 Cash N/A
Jun/02 Common Warrants 732,500 $0.40 $293,000 Cash N/A
Jun/02 Common Options 170,000 $0.40 $68,000 Cash N/A
Jul/02 Common Warrants 385,000 $0.40 $154,000 Cash N/A
Jul/02 Common Warrants 62,500 $0.45 $28,125 Cash N/A
Sep/02 Common Private Placement 1,554,915 $0.47 $730,810 Cash $30,265
BC FORM 51-901F SCHEDULE B
IMA EXPLORATION INC.
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
3.(b)OPTIONS GRANTED DURING THE PERIOD ENDED SEPTEMBER 30, 2002
DATE NUMBER TYPE EXERCISE
GRANTED OF SHARES OF OPTION NAME PRICE EXPIRY DATE
$
May 02/02 50,000 Employee I. Saldana 0.50 May 02/07
May 02/02 50,000 Director W. Lee 0.50 May 02/07
May 02/02 60,000 Director S. Hurd 0.50 May 02/07
May 02/02 20,000 Employee N. Cacos 0.50 May 02/07
May 02/02 10,000 Employee B. Fallin 0.50 May 02/07
May 02/02 80,000 Employee M. De Simone 0.50 May 02/07
May 02/02 80,000 Employee I Chiarantano 0.50 May 02/07
May 02/02 10,000 Employee J. Denee 0.50 May 02/07
May 02/02 150,000 Employee C. Smyth 0.50 May 02/07
Sep. 23/02 50,000 Consultant K. Patterson 0.50 Sept. 23/07
Sep. 23/02 20,000 Consultant A. Montgomery 0.50 Sept. 23/07
Sep. 23/02 100,000 Director N. Cacos 0.50 Sept. 23/07
Sep. 23/02 50,000 Director R. Brown 0.50 Sept. 23/07
Sep. 23/02 50,000 Employee N. DeMare 0.50 Sept. 23/07
Sep. 23/02 2,500 Consultant J. Caplan 0.50 Sept. 23/07
Sep. 23/02 67,500 Employee E. Grosso 0.50 Sept. 23/07
Sep. 23/02 200,000 Director J. Grosso 0.50 Sept. 23/07
4.(a)AUTHORIZED AND ISSUED SHARE CAPITAL AS AT SEPTEMBER 30, 2002
ISSUED
AUTHORIZED --------------------------
CLASS PAR VALUE NUMBER NUMBER AMOUNT
------ --------- ----------- ---------- -----------
Common WPV 100,000,000 26,550,606 $21,354,824
4.(b)OPTIONS AND WARRANTS OUTSTANDING AS AT SEPTEMBER 30, 2002
EXERCISE EXPIRY
SECURITY NUMBER PRICE DATE
-------- --------- -------- -----------
$
Options 1,415,500 0.40 Jul. 19/06
Options 510,000 0.50 May 02/07
Options 540,000 0.50 Sept. 23/07
2,465,500
BC FORM 51-901F SCHEDULE B
IMA EXPLORATION INC.
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
4.(b)OPTIONS AND WARRANTS OUTSTANDING AS AT SEPTEMBER 30, 2002 (continued)
EXERCISE EXPIRY
SECURITY NUMBER PRICE DATE
$
Warrants 1,558,000 0.75 Sept. 15/04
Warrants 637,000 0.75 Apr. 19/05
Warrants 1,397,167 0.90 Mar. 16/05
Warrants 1,237,800 0.45 Mar. 31/03*
Warrants 382,200 0.45 Mar. 31/03*
Warrants 562,528 0.54 Apr. 09/03
Warrants 355,556 0.54 Apr. 09/03
Warrants 66,666 0.53 May 23/03
Warrants 1,722,222 0.53 May 23/03
0.60 May 23/04
Warrants 1,554,915 0.55 Sept. 27/03
0.60 Sept. 27/04
Warrants 37,496 0.50 Sept. 27/03
-----------
9,511,550
===========
*Received regulatory approval to amend expiry dates from December 18, 2002
and January 29, 2003 to March 31, 2003.
4.(c)SHARES IN ESCROW OR SUBJECT TO POOLING AS AT SEPTEMBER 30, 2002
There were no shares subject to escrow or pooling as at September 30, 2002.
5.(a)LIST OF DIRECTORS AND OFFICERS AS AT SEPTEMBER 30, 2002
DIRECTORS:
Gerald Carlson
Joseph Grosso
William Lee
Sean Hurd
Robert Brown
Nikolaos Cacos
OFFICERS:
Gerald Carlson (Chairman)
Joseph Grosso (President & Chief Executive Officer)
William Lee (Chief Financial Officer)
Nikolaos Cacos (Secretary)
BC FORM 51-901F SCHEDULE C
IMA EXPLORATION INC.
QUARTERLY REPORT
FOR THE QUARTER ENDED SEPTEMBER 30, 2002
MANAGEMENT DISCUSSION & ANALYSIS
Description of Business
-----------------------
IMA Exploration Inc. is in the process of exploring its mineral properties in
South America and evaluating other mineral properties. The Company considers
itself to be an exploration stage company. On the basis of information to date,
it has not yet determined whether these properties contain economically
recoverable ore reserves.
Operations
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During the nine months ended September 30,2002, the Company reported a
consolidated loss of $953,158 ($0.04 per share), an increase of $377,099 from
the loss of $576,059 ($0.04 per share) in 2001. The increase in the loss
experienced by the Company in 2002, compared to 2001, was due to a number of
factors of which $258,562 can be attributed to operating expenditures and
$118,537 to non-operating items.
The Company for the period ended September 30, 2002 has significantly increased
its focus on activities in the Patagonia region of Argentina carrying out an
extensive exploration program in the Chubut Province and acquiring five new gold
projects. Additionally the Company has evaluated a number of projects available
for option ranging from grass roots projects to advanced projects including
those with resources. The Company has continued with the market awareness and
investor relations program throughout North America and Europe.
As a result the Company experienced increases in the following expenses: (i)
Administration and management services - $ 7,034; (ii) Bank charges and interest
- $829; (iii) Corporate development and investor relations - $128,739 of which
$51,419 reflects the cost of full time investor relations staff, $62,080 for
various media advertising and $15,240 for International Conferences; ( iv)
General exploration - $15,255; ( v ) Printing - $8,275 mainly for investor
presentation material; ( vi) Professional fees - $37,570 which relates to the
ongoing North America and European market awareness program; ( vii ) Rent,
parking and storage - $2,367; (viii) Salaries and employee benefits - $2,112
reflects a slight increase in administration wages and benefits cost; ( ix )
Telephone and utilities - $7,762 due to the increase in correspondence with
Europe, North America and South America; ( x ) Transfer agent and regulatory
fees - $21,611 as a result of the various equity financings; (xi) Travel and
accommodation - $32,580 mainly due to the European market awareness and investor
relations program.
The following expenses decreased for the period: (i) Amortization and
depreciation -$1,829; and (ii) Office and sundry - $3,743.
Interest and miscellaneous income reported for the period ended September 30,
2002 was $15,695 a decrease of $113,335 from $129,030 reported in 2001 mainly
due to the reduction of overhead charges for the exploration expenditures on the
Valle del Cura property allowed under the Barrick agreement.
BC FORM 51-901F SCHEDULE C
IMA EXPLORATION INC.
QUARTERLY REPORT
FOR THE QUARTER ENDED SEPTEMBER 30, 2002
MANAGEMENT DISCUSSION & ANALYSIS (continued)
During the period ended September 30, 2002, the Company did not dispose of any
Viceroy common shares. No provision was required for marketable securities for
the period ended September 30, 2002 as compared to $16,618 reported in 2001.
Liquidity and Capital Resources
-------------------------------
The Company's total assets increased from $5,487,374 at December 31, 2001 to
$7,723,656 at September 30, 2002. The increase is attributed to issuance of
share capital of $2,358,814 through four private placements, $837,513 and
$68,000 through the exercise of warrants and options, respectively, during the
period.
As at September 30, 2002, the Company had working capital of $2,112,952. As a
result of revising the timetable for exploration on Rio Tabaconas in Peru, the
Company has amended its exploration budget to $305,000 for the remaining three
months to December 31, 2002 and approximately $120,000 for property payments on
its existing property holdings. The Company currently considers that it has
adequate working capital to meet all its ongoing overhead obligations but may
not have sufficient working capital to fund all of its planned exploration work
and property commitments for the next year. The Company will continue to rely on
successfully completing additional equity financing and/or conducting joint
venture arrangements to further exploration on its properties. There can be no
assurance that the Company will be successful in obtaining the required
financing or negotiating joint venture agreements. The failure to obtain such
financing or joint venture agreements could result in the loss of or substantial
dilution to the Company's interest in its properties.
Properties
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New Epithermal Vein Discoveries - Patagonia, Argentina
------------------------------------------------------
On September 3, 2002, IMA announced the acquisition of several new gold
properties to its existing portfolio in the Patagonia region of southern
Argentina. These new acquisitions bring IMA's land position in this high profile
gold district to almost 750 square kilometers (74,906 ha) on which the Company
holds a 100% interest with no underlying royalties.
The newly acquired properties are within the same geological trend, and in a
similar geological environment as Meridian Gold Inc.'s Esquel deposit (formerly
owned by Brancote Holdings PLC and containing a resource of 3.8 million ounces
gold, and 6.9 million ounces of silver).
On September 30, 2002, the Company reported progress on its Patagonia
exploration program which commenced on August 13, 2002, as well as due diligence
exploration on properties under negotiation in the region. Work to date had
identified two gold bearing, low-sulphidation epithermal vein systems that
potentially extend up to 10 kilometers in length. The geological environment and
style of mineralization is very similar to the Esquel gold discovery, indicating
excellent exploration potential for IMA's projects.
Work on IMA's Los Toros property was completed and the Company was waiting for
final assays and field reports, while the exploration team has moved to the
nearby Las Bayas/Victoria claims. Both projects contain large, low-sulphidation
BC FORM 51-901F SCHEDULE C
IMA EXPLORATION INC.
QUARTERLY REPORT
FOR THE QUARTER ENDED SEPTEMBER 30, 2002
MANAGEMENT DISCUSSION & ANALYSIS (continued)
epithermal vein systems. An additional 3,000 hectares has been added to Los
Toros to cover two newly discovered epithermal vein systems located
approximately 6 kilometers to the southeast. Los Toros now covers 7,200 hectares
that are 100% IMA owned.
On the Company's 100% owned Las Bayas and adjacent Victoria claims, individual
veins had previously been traced for 350 meters. Recent work has now extended
this into a zone of intense quartz veining (including individual veins up to 22
meters wide) for a strike length of 4.5 kilometers. Additional veining has been
found 5.5 kilometers along strike to the northeast, suggesting a total strike
length in excess of 10 kilometers.
The Patagonia region has also seen several other new gold discoveries,
including; Cerro Vanguardia, and Manantial Espejo. Consequently, the district
has attracted the keen interest of several of the world's largest gold and
silver producers, as well as an increasing number of medium and small
exploration companies.
Financings
----------
The Company received $182,125 on July 2,2002 from the exercise of 385,000
warrants at a price $0.40 and 62,500 warrants at a price of $0.45. On September
27, 2002, IMA completed a brokered private placement for 1,554,915 units at
$0.47 per unit for net proceeds of $698,987. Proceeds from the sale of the units
and exercise of warrants are to be used for general working capital.
Investor Relations
------------------
During the nine months ended September 30, 2002 the Company had retained two
consultants, Raven Capital of Vancouver, British Columbia and Strategic
Financial Services of Scottsdale, Arizona to assist with IMA's market awareness
and investor relations activities throughout North America and Europe. Both
contracts have been terminated and activities during the quarter ended consisted
of investor mailings and shareholders communications by Company personnel.