EXHIBIT 4.72
ARRANGEMENT AGREEMENT
AMONG
IMA EXPLORATION INC.
AND
IMA HOLDINGS CORP.
AND
GOLDEN ARROW RESOURCES CORPORATION
MAY 14, 2004
ARRANGEMENT AGREEMENT
THIS ARRANGEMENT AGREEMENT made as of the 14th day of May, 2004.
AMONG:
IMA EXPLORATION INC., a company incorporated under the laws of the
Province of British Columbia and having a head office at 709, 837 ▇.
▇▇▇▇▇▇▇▇ St., Terminal City Club Tower ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
(hereinafter referred to as "IMA")
AND:
IMA HOLDINGS CORP., a company incorporated under the laws
of the Province of British Columbia and having a head office
at 709, 837 ▇. ▇▇▇▇▇▇▇▇ St., Terminal City Club Tower
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
(hereinafter referred to as "IMA HOLDCO")
AND:
GOLDEN ARROW RESOURCES CORPORATION, a company incorporated under the
laws of the Province of British Columbia and having a ohead office at
709, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇., Terminal City Club Tower, Vancouver, BC V6C
3N6
(hereinafter referred to as "GOLDEN ARROW")
WHEREAS:
A. IMA, IMA Holdco, a wholly owned subsidiary of IMA, and Golden Arrow
have agreed to proceed with a proposed transaction by way of a plan of
arrangement whereby IMA will reorganize its share capital, certain
assets of IMA will be transferred to Golden Arrow, and a series of
share exchanges will take place with the result that the current
shareholders of IMA will have equivalent percentage shareholdings in
IMA and Golden Arrow;
B. IMA proposes to convene a meeting of its securityholders to consider
the Arrangement under sections 289 - 299 of the Business Corporations
Act (British Columbia), on the terms and conditions set forth in the
Plan of Arrangement attached as Appendix I hereto; and
C. Each of the parties to this Agreement has agreed to participate in and
support the Arrangement.
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises
and the respective covenants and agreements herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each of the parties hereto, the parties hereto covenant and
agree as follows:
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ARTICLE 1.
INTERPRETATION
1.1 DEFINITIONS
In this Agreement, including the recitals hereto, unless there is something in
the subject matter or context inconsistent therewith, the following capitalized
words and terms shall have the following meanings:
(a) "ARRANGEMENT AGREEMENT" means this arrangement agreement,
including the Appendix I hereto, as the same may be
supplemented or amended from time to time;
(b) "INTERIM ORDER" means the interim order of the Court made
pursuant to the application therefor contemplated by section
4.4 hereof;
(c) "PERSON" means and includes an individual, sole
proprietorship, partnership, unincorporated association,
unincorporated syndicate, unincorporated organization, trust,
body corporate, a trustee, executor, administrator or other
legal representative and the Crown or any agency or
instrumentality thereof;
(d) "PLAN OF ARRANGEMENT" means the plan of arrangement which is
annexed as Appendix I hereto and any amendment or variation
thereto made in accordance with section 6.1 hereof;
(e) "SPECIAL RESOLUTION" means a resolution passed by a majority
of not less than three quarters of the votes cast by the
Securityholders who vote in respect of such resolution at the
Meeting; and
(f) "SUBSIDIARY" means, with respect to a specified body
corporate, a body corporate of which more than 50% of the
outstanding shares ordinarily entitled to elect a majority of
directors thereof, whether or not shares of any other class or
classes shall or might be entitled to vote upon the happening
of any event or contingency, are at the time owned, directly
or indirectly, by such specified body corporate, and includes
a body corporate in like relation to a subsidiary;
All capitalized words used in this Agreement and not otherwise defined herein
shall have the meanings set forth in the Plan of Arrangement.
1.2 HEADINGS
The division of this Agreement into articles, sections and other
portions and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation of this Agreement. The terms
"this Agreement", "hereof' and "hereunder" and similar expressions refer to this
Agreement (including the appendices hereto) as a whole and not to any particular
article, section or other portion hereof and includes any agreement, document or
instrument supplementary or ancillary hereto.
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1.3 CONSTRUCTION
In this Agreement, unless something in the context is inconsistent
therewith:
(a) the words "include" or "including" when following any general
term or statement are not to be construed as limiting the
general term or statement to the specific items or matters set
forth or to similar items or matters, but rather as permitting
it to refer to all other items or matters that could
reasonably fall within its broadest possible scope;
(b) a reference to a statute shall be deemed to include every
regulation made pursuant thereto, all amendments to the
statute or to any such regulation enforced from time to time,
and any statute or regulation that supplements or supersedes
such statute or any such regulation;
(c) a reference to time or date is to the local time or date in
Vancouver, British Columbia, unless specifically indicated
otherwise;
(d) a reference to a particular corporation includes the
corporation derived from the amalgamation of the particular
corporate, or of a corporation to which such reference is
extended by this paragraph (d), with one or more other
corporations;
(e) a word importing the masculine gender includes the feminine or
neuter and a word importing the singular includes the plural
and vice versa; and
(f) a reference to "approval", "authorization", "consent",
"designation" or "notice" means written approval,
authorization, consent, designation or notice unless
specifically indicated otherwise.
1.4 DATE FOR ANY ACTION
In the event that any date on which any action is required to be taken
hereunder by any of the parties hereto is not a Business Day in the place where
the action is required to be taken, such action shall be required to be taken on
the next succeeding day which is a Business Day at such place, unless otherwise
agreed to.
1.5 CURRENCY
All sums of money which are referred to in this Agreement are expressed
in lawful money of Canada unless
otherwise specified.
1.6 ACCOUNTING PRINCIPLES
Whenever in this Agreement reference is made to generally accepted
accounting principles, such reference shall be deemed to be to the Canadian
generally accepted accounting principles from time to time approved by the
Canadian Institute of Chartered Accountants, or any successor thereto,
applicable as at the date on which a calculation is made or required to be made
in accordance with generally accepted accounting principles.
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1.7 APPENDIX
The attached Appendix I, entitled "Plan of Arrangement", shall be
deemed to be incorporated into and
form part of this Agreement.
1.8 ENTIRE AGREEMENT
This Agreement, together with the appendices, agreements and other
documents herein or therein referred to, constitute the entire agreement among
the parties pertaining to the subject manner hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, among the parties with respect to the subject matter hereof.
ARTICLE 2.
EFFECTIVE DATE OF ARRANGEMENT
2.1 ARRANGEMENT
IMA, IMA Holdco, and Golden Arrow agree to effect the Arrangement
pursuant to the provisions of sections 288 to 299 of the BCBCA on the terms and
subject to the conditions contained in this Agreement and the Plan of
Arrangement.
2.2 EFFECTIVE TIME OF ARRANGEMENT
The Arrangement shall become effective at 12:01 a.m. on the Effective
Date.
2.3 COMMITMENT TO EFFECT ARRANGEMENT
Subject to satisfaction of the terms and conditions of this Agreement
and termination pursuant to Article 6, the parties shall each use all reasonable
efforts and do all things reasonably required to cause the Arrangement to become
effective on the Effective Date and, in conjunction therewith, to cause the
transactions contemplated by the Plan of Arrangement to be completed on or prior
to the Effective Date. Without limiting the generality of the foregoing, the
parties shall proceed forthwith to apply for the Interim Order and, upon
obtainment thereof, IMA shall call the Meeting and mail the Circular to the
Securityholders.
2.4 FILING OF FINAL ORDER
Subject to the rights of termination contained in Article 6 hereof,
upon the Securityholders approving the Arrangement by Special Resolution in
accordance with the provisions of the Interim Order and the BCBCA, IMA obtaining
the Final Order and the other conditions contained in Article 5 hereof being
satisfied or waived, IMA, IMA Holdco and Golden Arrow shall send a copy of the
Final Order together with such other documents as may be required by the
Registrar to be filed pursuant to sections 288 to 299 of the BCBCA in order to
make the Arrangement effective on the Effective Date. Upon the Arrangement
becoming effective, IMA, IMA Holdco and Golden Arrow shall exchange such other
documents as may be necessary or desirable in connection with the completion of
the transactions contemplated by this Agreement and the Plan of Arrangement.
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ARTICLE 3.
REPRESENTATIONS AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES OF IMA, IMA HOLDCO AND GOLDEN ARROW
Each of the parties represents and warrants to each other as follows:
(a) it is a corporation duly incorporated or continued and validly
subsisting under the laws of the Province of British Columbia
and has full capacity and authority to enter into this
Agreement and, subject to obtaining the requisite approvals
contemplated hereby, to perform its obligations hereunder,
(b) it has taken all corporate actions necessary to authorize the
execution and delivery of this Agreement, and this Agreement
has been duly authorized by it;
(c) neither the execution and delivery of this Agreement nor the
performance of any of its covenants and obligations hereunder
will constitute a material default under, or be in any
material contravention or breach of:
(i) any provision of its constating documents or
governing documents;
(ii) any judgment, decree, order, law, statute, rule or
regulation applicable to it; or
(iii) any agreement or instrument to which it is a party or
by which it is bound; and
(d) no dissolution, winding-up, bankruptcy, liquidation or similar
proceedings have been commenced or are pending or proposed in
respect of it.
ARTICLE 4.
COVENANTS
4.1 COVENANTS OF IMA
IMA hereby covenants and agrees with IMA Holdco and Golden Arrow as
follows:
(a) until the Effective Date, IMA and each of its Subsidiaries
shall carry on its business in the ordinary course and shall
not enter into any transaction or incur any obligation or
liability out of the ordinary course of its business, except
as otherwise contemplated in this Agreement;
(b) except as otherwise contemplated in this Agreement, until the
Effective Date, IMA shall not, and shall not suffer or permit
any of its Subsidiaries to, merge into or with, or amalgamate,
consolidate or enter into any other corporate reorganization
with, any other corporation or Person or perform any act or
enter into any transaction or negotiation which reasonably
could be expected to, directly or indirectly, interfere or be
inconsistent with the completion of the Arrangement or other
transactions contemplated by this Agreement;
(c) IMA shall, in a timely and expeditious manner, file the
Circular in all jurisdictions where the Circular is required
to be filed by IMA and mail or cause to be mailed the Circular
to the Securityholders, the directors of IMA and the auditors
of IMA and any other person who is entitled to receive the
Circular, all in accordance with the terms of the Interim
Order and applicable law;
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(d) IMA shall perform the obligations required to be performed by
it, and shall enter into all agreements required to be entered
into by it under this Agreement and the Plan of Arrangement
and shall do all such other acts and things as may be
necessary or desirable in order to carry out and give effect
to the Arrangement and related transactions as described in
the Circular and, without limiting the generality of the
foregoing, IMA shall seek:
(i) the approval of the Securityholders required for the
implementation of the Arrangement;
(ii) the Interim Order and Final Order as provided for in
section 4.4, and
(iii) such other consents, orders, rulings, approvals and
assurances as counsel may advise are necessary or
desirable for the implementation of the Arrangement,
including those referred to in section 5.1;
(e) IMA will convene the Meeting as soon as practicable and will
solicit proxies to be voted at the Meeting in favour of the
Arrangement and all other resolutions referred to in the
Circular; and
(f) IMA will use all reasonable efforts to cause each of the
conditions precedent set out in sections 5.1 and 5.2 to be
complied with on or before the Effective Date.
4.2 COVENANTS OF IMA HOLDCO
IMA Holdco hereby covenants and agrees with IMA and Golden Arrow as
follows:
(a) except as otherwise contemplated in this Agreement, until the
Effective Date, IMA Holdco shall not merge, and shall not
suffer or permit any of its Subsidiaries to, merge into or
with, or amalgamate or consolidate, or enter into any other
corporate reorganization with, any other corporation or
Person, perform any act or enter into any transaction or
negotiation which reasonably could be expected to, directly or
indirectly, interfere or be inconsistent with the completion
of the Arrangement or other transactions contemplated by this
Agreement;
(b) IMA Holdco shall perform the obligations required to be
performed by it, and shall enter into all agreements required
to be entered into by it under this Agreement and the Plan of
Arrangement and shall do all such other acts and things as may
be necessary or desirable in order to carry out and give
effect to the Arrangement and related transactions as
described in the Circular and, without limiting the generality
of the foregoing, IMA Holdco shall seek and cooperate with IMA
and Golden Arrow in seeking:
(i) the Interim Order and Final Order as provided for in
section 4.4, and
(ii) such other consents, orders, rulings, approvals and
assurances as counsel may advise are necessary or
desirable for the implementation of the Arrangement,
including those referred to in section 5.1; and
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(c) IMA Holdco will use all reasonable efforts to cause each of
the conditions precedent set out in sections 5.1 and 5.2 to be
complied with on or before the Effective Date.
4.3 COVENANTS OF GOLDEN ARROW
Golden Arrow hereby covenants and agrees with IMA as follows:
(a) except as otherwise contemplated in this Agreement, until the
Effective Date, Golden Arrow shall not merge, and shall not
suffer or permit any of its Subsidiaries to, merge into or
with, or amalgamate or consolidate, or enter into any other
corporate reorganization with, any other corporation or
Person, perform any act or enter into any transaction or
negotiation which reasonably could be expected to, directly or
indirectly, interfere or be inconsistent with the completion
of the Arrangement or other transactions contemplated by this
Agreement;
(b) Golden Arrow shall perform the obligations required to be
performed by it, and shall enter into all agreements required
to be entered into by it under this Agreement and the Plan of
Arrangement and shall do all such other acts and things as may
be necessary or desirable in order to carry out and give
effect to the Arrangement and related transactions as
described in the Circular and, without limiting the generality
of the foregoing, Golden Arrow shall seek and cooperate with
IMA and IMA Holdco in seeking:
(i) the Interim Order and Final Order as provided for in
section 4.4, and
(ii) such other consents, orders, rulings, approvals and
assurances as counsel may advise are necessary or
desirable for the implementation of the Arrangement,
including those referred to in section 5.1; and
(c) Golden Arrow will use all reasonable efforts to cause each of
the conditions precedent set out in sections 5.1 and 5.2 to be
complied with on or before the Effective Date.
4.4 INTERIM ORDER AND FINAL ORDER
Each party covenants and agrees that it will, as soon as reasonably
practicable, apply to the Court pursuant to section 291 of the BCBCA for the
Interim Order providing for, among other things, the calling and holding of the
Meeting for the purpose of, among other matters, considering and, if deemed
advisable, approving the Arrangement and that, if the approval of the
Securityholders of the Arrangement as set forth in the Interim Order is obtained
by IMA, as soon as practicable thereafter each party will take the necessary
steps to submit the Arrangement to the Court and apply for the Final Order in
such fashion as the Court may direct.
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ARTICLE 5.
CONDITIONS
5.1 MUTUAL CONDITIONS PRECEDENT
The respective obligations of each party hereto to complete the
transactions contemplated by this Agreement, and the obligation of IMA to file a
copy of the Final Order and other documents (if any) required to give effect to
the Arrangement with the Registrar, shall be subject to the satisfaction, on or
before the Effective Date, of the following conditions:
(a) the Interim Order shall have been granted in form and
substance satisfactory to IMA;
(b) the Arrangement, with or without amendment, shall have been
approved at the Meeting by the Securityholders in accordance
with the Interim Order,
(c) the Arrangement with or without amendment, shall have been
approved by the shareholders of each of IMA Holdco and Golden
Arrow;
(d) the Final Order shall have been granted in form and substance
satisfactory to IMA;
(e) the TSX-V shall have conditionally accepted the Arrangement
and confirmed that immediately prior to the Effective Date,
the IMA Special Shares and the Golden Arrow Preferred Shares
issuable under the Arrangement will be listed on the TSX-V;
(f) all other consents, orders, rulings, approvals and assurances,
including regulatory and judicial approvals and orders
required, necessary or desirable for the Arrangement to become
effective shall have been obtained or received from the
Persons, authorities or bodies having jurisdiction in the
circumstances, in a form acceptable to IMA;
(g) there shall not be in force any order or decree restraining or
enjoining the consummation of the transaction contemplated by
the Arrangement Agreement;
(h) IMA shall provide to Golden Arrow, on or before the Effective
Date, an indemnity in form and substance acceptable to Golden
Arrow for any costs or losses incurred by Golden Arrow in
respect of the legal action commenced by a subsidiary of
Aquiline Resources Inc. against IMA;
(i) notices of dissent have not been delivered by Shareholders
holding greater than 1% of the outstanding IMA Common Shares;
(j) this Agreement shall not have been terminated under Article 6;
(k) IMA and IMA Holdco shall have completed a transition pursuant
to section 436 of the BCBCA; and
(l) prior to the Effective Date, all of the Golden Arrow
Properties located in Argentina, shall be indirectly held by
IMA Holdings (BVI).
Except for the conditions set forth in subsections 5.1 (a), (b), (c), (d), (j)
and (k), any of the foregoing conditions may be waived.
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5.2 CONDITIONS AND OBLIGATIONS OF EACH PARTY
The obligation of each of IMA, IMA Holdco and Golden Arrow to complete
the transactions contemplated by this Agreement is further subject to the
condition, which may be waived by any such party without prejudice to its right
to rely on any other condition in favour of such party, that each and every one
of the covenants of the other party hereto to be performed on or before the
Effective Date pursuant to the terms of this Agreement shall have been duly
performed by such party and that, except as affected by the transactions
contemplated by this Agreement, the representations and warranties of the other
party hereto shall be true and correct in all material respects as at the
Effective Date, with the same effect as if such representations and warranties
had been made at and as of such time.
ARTICLE 6.
AMENDMENT AND TERMINATION
6.1 AMENDMENT
Subject to any mandatorily applicable restrictions under the BCBCA or
the Final Order, this Agreement may, at any time and from time to time before or
after the holding of the Meeting, but not later than the Effective Date, be
amended by written agreement of the parties hereto without, subject to
applicable law, further notice to or authorization on the part of the
Securityholders.
6.2 TERMINATION
This Agreement may, at any time before or after the holding of the
Meeting but prior to the Effective Date, be unilaterally terminated by the board
of directors of IMA without further notice to, or action on the part of, its
Securityholders for whatever reasons it may consider appropriate.
6.3 EFFECT OF TERMINATION
Upon the termination of this Agreement pursuant to section 6.2 hereof,
no party shall have any liability or further obligation to any other party
hereunder.
ARTICLE 7.
MERGER
7.1 MERGER OF CONDITIONS
The conditions set out in sections 5.1 and 5.2 shall be conclusively
deemed to have been satisfied, waived or released on the Effective Date.
7.2 MERGER OF REPRESENTATIONS, WARRANTIES AND COVENANTS
The provisions of sections 3.1, 4.1, 4.2 and 4.3 shall be conclusively
deemed to have been satisfied in all respects on the Effective Date and shall
accordingly merge in and not survive the effectuation of the Arrangement.
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ARTICLE 8.
GENERAL
8.1 NOTICES
All notices which may be or are required to be given pursuant to any
provision of this Agreement shall be given or made in writing and shall be
deemed to be validly given if served personally or by facsimile, in each case to
the attention of the senior officer at the following addresses or at such other
addresses as shall be specified by the parties by like notice:
IF TO IMA EXPLORATION INC:
IMA Exploration Inc.
709, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.
Terminal City Club Tower
Vancouver, BC V6C 3N6
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, President and Chief Operating Officer
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
WITH A COPY TO:
Axium Law Group
Suite 3350, Four Bentall Centre
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇ Varabioff
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
IF TO IMA HOLDCO OR GOLDEN ARROW:
IMA Holdings Corp.or Golden Arrow Resources Corporation (as applicable)
709, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.
Terminal City Club Tower
Vancouver, BC V6C 3N6
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Any notice that is delivered shall be deemed to be delivered on the
date of delivery to such address if delivered on a Business Day prior to 5:00
p.m. (local time at the place of receipt) or on the next Business Day if
delivered after 5:00 p.m. or on a non-Business Day. Any notice delivered by
facsimile transmission shall be deemed to be delivered on the date of
transmission if delivered on a Business Day prior to 5:00 p.m. (local time at
the place of receipt) or the next Business Day if delivered after 5:00 p.m. or
on a non-Business Day.
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8.2 ASSIGNMENT
No party may assign its rights or obligations under this Agreement or
the Arrangement without the prior written consent of the other party hereto.
8.3 BINDING EFFECT
This Agreement and the Plan of Arrangement shall be binding upon and
shall enure to the benefit of the parties hereto and their respective successors
and permitted assigns.
8.4 WAIVER
Any waiver or release of any of the provisions of this Agreement, to be
effective, must be in writing executed by the party granting the same.
8.5 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
therein and shall be treated in all respects as a British Columbia contract.
8.6 EXPENSES
All expenses incurred in connection with contemplated hereby and
thereby shall be borne entirely by IMA.
8.7 COUNTERPARTS
This Agreement may be executed in one or more counterparts each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first written.
IMA EXPLORATION INC.
Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Chief Operation Officer
IMA HOLDINGS CORP.
Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
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▇▇▇▇▇▇ ▇▇▇▇▇ RESOURCES CORPORATION
Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
APPENDIX I TO ARRANGEMENT AGREEMENT MADE AS OF THE 14 DAY OF MAY, 2004, AMONG
IMA EXPLORATION INC., IMA HOLDINGS CORP. AND GOLDEN ARROW RESOURCES CORPORATION
PLAN OF ARRANGEMENT UNDER SECTIONS 288 - 299
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)
ARTICLE 1.
INTERPRETATION
1.1 DEFINITIONS
In this Plan of Arrangement, unless there is something in the subject matter or
context inconsistent therewith, the following capitalized words and terms shall
have the following meanings:
(a) "ARRANGEMENT" means the statutory arrangement involving IMA,
its Securityholders, IMA Holdco and Golden Arrow proposed
under the provisions of sections 288 to 299 of the BCBCA, on
the terms and conditions set out in this Plan of Arrangement
or any amendment or variation thereto made in accordance with
the terms of the Arrangement Agreement;
(b) "ARRANGEMENT AGREEMENT" means the arrangement agreement made
as of the 14 day of May, 2004 between IMA, IMA Holdco and
Golden Arrow to which this Plan of Arrangement is attached as
Appendix I, as the same may be supplemented or amended from
time to time;
(c) "BCBCA" means the Business Corporations Act (British
Columbia), as amended;
(d) "BUSINESS DAY" means any day, which is not a Saturday or a
Sunday, or a statutory holiday in British Columbia;
(c) "CASH" means $750,000 which will be transferred from IMA to
Golden Arrow pursuant to the Plan of Arrangement;
(f) "CIRCULAR" means the definitive form, together with any
amendments thereto, of the management proxy circular of IMA to
be prepared and sent to the Securityholders in connection with
the Meeting;
(g) "CONTRACTS" means all agreements to which IMA is a party,
which pertain to the Golden Arrow Properties and which will be
assigned from IMA to Golden Arrow pursuant to the Plan of
Arrangement;
(h) "COURT" means the Supreme Court of the Province of British
Columbia;
(i) "EFFECTIVE DATE" means July 7, 2004 or such other date as may
be determined by the board of directors of IMA in accordance
with the provisions of the BCBCA;
(j) "EFFECTIVE TIME" means 12:01 a.m., Vancouver time, on the
Effective Date;
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(k) "FINAL ORDER" means the final order of the Court approving the
Arrangement pursuant to the BCBCA;
(L) "GOLDEN ARROW" means "Golden Arrow Resources Corporation" a
corporation incorporated under the BCBCA in order to
facilitate the Arrangement;
(m) "GOLDEN ARROW COMMON SHARES" means the common shares without
par value in the capital of Golden Arrow which are to be
issued under the Arrangement to holders of IMA Special Shares
in exchange for such IMA Special Shares, and having the terms
and conditions set out in Schedule D to this Plan of
Arrangement;
(n) "GOLDEN ARROW NOTE" means the demand, non-interest bearing
promissory note to be issued by Golden Arrow to IMA having a
principal amount and aggregate fair market value equal to the
aggregate fair market value of the Golden Arrow Preferred
Shares;
(o) "GOLDEN ARROW PREFERRED SHARES" means the preferred shares of
Golden Arrow which are to be issued under the Arrangement to
IMA in exchange for the Transferred Assets, which will have a
value equal to the Net Fair Market Value, and having the terms
and conditions set out in Schedule D to this Plan of
Arrangement;
(p) "GOLDEN ARROW PROPERTIES" means all of IMA's mineral property
interests in Argentina and Peru, other than the Navidad Area
Properties;
(q) "HOLDER" means, when not qualified by the adjective
"registered", the person entitled to a share hereunder whether
or not registered or entitled to be registered in respect
thereof in the central securities register of IMA, Holdco or
Golden Arrow, as the case may be;
(r) "IMA" means IMA Exploration Inc., a company incorporated under
the laws of the Province of British Columbia;
(s) "IMA COMMON SHARES" means the common shares without par value
in the capital of IMA;
(t) "IMA HOLDCO" means IMA Holdings Corp., a wholly owned
subsidiary of IMA incorporated under the laws of the Province
of British Columbia;
(u) "IMA HOLDINGS (BVI)" means Inversiones Mineras Argentinas
Holdings (BVI) Inc., a wholly-owned subsidiary of IMA Holdco
which indirectly owns or will own the Golden Arrow Properties
located in Argentina;
(v) "IMA NAVIDAD (BVI)" means IMA Navidad (BVI) Inc., a
wholly-owned subsidiary of IMA which indirectly owns and will,
upon completion of the Arrangement, continue to own the
Navidad Area Properties;
(w) "IMA NOTE" means the demand, non-interest bearing promissory
note to be issued by IMA to Golden Arrow having a principal
amount and fair market value equal to the aggregate fair
market value of the IMA Special Shares;
(x) "IMA OPTIONS" means the outstanding incentive stock options of
IMA entitling the holders to purchase IMA Common Shares in
accordance with the terms and conditions thereof;
-3-
(y) "IMA SPECIAL SHARES" means the special shares of IMA which IMA
will be authorized to issue upon the Arrangement becoming
effective and which are to be issued under the Arrangement to
holders of IMA Common Shares in exchange for such IMA Common
Shares, and having the terms and conditions set out in
Schedule B to this Plan of Arrangement;
(z) "IMA WARRANTS" means the outstanding common share purchase
warrants of IMA entitling the holders to purchase IMA Common
Shares in accordance with the terms and conditions thereof;
(aa) "IMPSA" means IMPSA Resources Corporation, an 80.69% owned
subsidiary of IMA Holdco;
(bb) "IMPSA BVI" means IMPSA BVI Inc., a wholly-owned subsidiary of
IMA and IMA Holdco which indirectly owns mineral property
interests in Peru;
(cc) "ITA" means the Income Tax Act (Canada), as amended;
(dd) "MARKETABLE SECURITIES" means the common shares of Amera
Resources Corporation, Ballad Gold & Silver Ltd. and
Cloudbreak Resources Ltd. held by IMA which pertain to the
Golden Arrow Properties and which will be transferred from IMA
to Golden Arrow pursuant to the Plan of Arrangement;
(ee) "MEETING" means the annual and special meeting of the
Securityholders to be held to consider, among other matters,
the Arrangement, and any or postponement adjournment thereof;
(ff) "NAVIDAD AREA PROPERTIES" means the Navidad Project and
certain other mineral properties held indirectly by IMA in
central Chubut Province, Argentina;
(gg) "NAVIDAD PROJECT" means IMA's silver-lead-copper project
located in Chubut Province, Argentina;
(hh) "NET FAIR MARKET VALUE" means an amount determined by the
board of directors of IMA as of the Effective Date, as being
an amount equal to the fair market value of theTransferred
Assets;
(ii) "NEW IMA COMMON SHARES" means common shares of IMA which IMA
will be authorized to issue upon the Arrangement becoming
effective and which are to be issued under the Arrangement to
holders of IMA Common Shares in exchange for such IMA Common
Shares;
(jj) "PLAN OF ARRANGEMENT" means this plan of arrangement, as it
may be amended from time to time in accordance with section
6.1 of the Arrangement Agreement;
(kk) "PUC" means paid-up capital as defined in subsection 89 (1) of
the ITA;
(ll) "RECEIVABLES" means certain amounts owing to IMA by its
subsidiaries in respect of the Golden Arrow Properties;
(mm) "REGISTRAR" means the Registrar of Companies appointed under
the BCBCA;
-4-
(nn) "RIGHTSHOLDERS" means the holders of IMA Options;
(oo) "SECURITYHOLDERS" means the Shareholders and Rightsholders
collectively;
(pp) "SHAREHOLDER" means a holder of IMA Common Shares and
"SHAREHOLDERS" means more than one Shareholder;
(qq) "TSX-V" means the TSX Venture Exchange;
(rr) "TRANSFER AGENT" means Computershare Trust Company of Canada;
and
(ss) "TRANSFERRED ASSETS" means the Cash, the Marketable
Securities, the Contracts, the common shares of IMA Holdings
(BVI), the common shares of IMPSA BVI, the common shares of
IMPSA and the Receivables, all of which will be transferred by
IMA to Golden Arrow pursuant to the Plan of Arrangement.
1.2 INTERPRETATION NOT AFFECTED BY HEADINGS
The division of this Plan of Arrangement into articles, sections, and other
portions, and the insertion of headings are for the convenience of reference
only and shall not affect the construction or interpretation of this Plan of
Arrangement. The terms "this Plan of Arrangement", "hereof', "herein",
"hereunder" and similar expressions refer to this Plan of Arrangement as a whole
and not to any particular article, section, subsection, paragraph or part
hereof. Unless something in the subject matter or context is inconsistent
therewith, all references herein to articles, sections and other portions are to
articles, sections and other portions to this Plan of Arrangement.
1.3 NUMBER AND GENDER
In this Plan of Arrangement, words importing the singular number only shall
include the plural and vice versa, and words importing the masculine gender
shall include the feminine and neuter genders, and words importing persons shall
include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations.
1.4 STATUTES
A reference to a statute shall be deemed to include every regulation made
pursuant thereto, all amendments to the statute or to any such regulation
enforced from time to time, and any statute or regulation that supplements or
supersedes such statute or any such regulation.
1.5 CURRENCY
All references to currency herein are to lawful money of Canada unless otherwise
specified herein. ARTICLE 2.
ARRANGEMENT AGREEMENT
2.1 ARRANGEMENT AGREEMENT
This Plan of Arrangement is made pursuant and subject to the provisions of the
Arrangement Agreement.
-5-
ARTICLE 3.
THE ARRANGEMENT
3.1 THE ARRANGEMENT
On the Effective Date, the following shall occur and be deemed to occur in the
following order without further act or formality and with each transaction or
event being deemed to occur immediately after the occurrence of the transaction
or event immediately preceding it:
(a) IMA's authorized share structure shall be amended by:
(i) altering the name of the 100,000,000 common shares
without par value to be 100,000,000 Class A Common
shares without par value; and
(ii) creating the following two new classes of shares:
(a) an unlimited number of common shares without
par value; and
(b) an unlimited number of special shares
without par value
IMA's shares shall have the rights and restrictions set out
in IMA's Articles. IMA's authorized share structure shall be
amended so that it is as set out in paragraph H of the Notice
of Alteration attached hereto as Schedule A. IMA's Articles
shall be amended by adding, as Article 27 of the Articles,
the rights and restrictions set out in Schedule B hereto;
(b) IMA's central securities register for common shares shall be
redesignated as the central securities register for the Class
A Common shares;
(c) Golden Arrow's authorized share structure shall be amended by
creating a new class of shares consisting of an unlimited
number of preferred shares without par value having the rights
and restrictions set out in Golden Arrow's Articles. Golden
Arrow's authorized share structure shall be amended so that it
is as set out in paragraph H of the Notice of Alteration
attached hereto as Schedule ▇. ▇▇▇▇▇▇ Arrow's Articles shall
be amended by adding, as Article 27 of the Articles, the
rights and restrictions set out in Schedule D hereto;
(d) Each IMA Common Share issued and outstanding on the Effective
Date (other than shares held by dissenting shareholders) will
be exchanged for one New IMA Common Share and one-tenth of one
IMA Special Share. The stated capital of the New IMA Common
Shares and the IMA Special Shares will be determined as
follows:
(i) the amount of the stated capital account of the IMA
Special Shares will be equal to Net Fair Market
Value; and
(ii) the amount of the stated capital account of the New
IMA Common Shares will be equal to stated capital
account of the IMA Common Shares minus the Net Fair
Market Value.
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Each Shareholder shall cease to the the holder of the IMA
Common Shares so exchanged and shall become the holder of the
number of New IMA Common Shares and IMA Special Shares issued
to such Shareholder. The name of such Shareholder shall be
removed from the central securities register for IMA Common
Shares in respect of the IMA Common Shares so exchanged and
shall be added to the central securities register of New IMA
Common Shares and IMA Special Shares, respectively, so issued
to such Shareholder;
(e) The IMA Common Shares exchanged for the New IMA Common Shares
and the IMA Special Shares shall be cancelled and the
appropriate entry shall be made in IMA's central securities
registry;
(f) IMA Holdco will transfer to IMA, with good and marketable
title free and clear of all encumbrances, all of the shares of
IMA Holdings (BVI), IMPSA BVI and IMPSA held by it. As
consideration for such shares transferred to IMA, IMA will
reduce the debt owed to it by IMA Holdco by an amount equal to
the fair market value of such shares;
(g) Each holder of IMA Special Shares will transfer, with good and
marketable title free and clear of all encumbrances, all such
shares to Golden Arrow. As consideration for the IMA Special
Shares transferred to it, Golden Arrow will issue to such
holders, Golden Arrow Common Shares on the basis of one Golden
Arrow Common Share for every one whole IMA Special Share held
by a respective holder. The stated capital account maintained
in respect of Golden Arrow Common Shares shall be increased by
an amount equal to the PUC of the transferred IMA Special
Shares. In connection with such sale and transfer, each holder
of IMA Special Shares so sold and transferred shall cease to
be the holder of the IMA Special Shares so sold and
transferred and shall become the holder of the number of
Golden Arrow Common Shares issued to such holder. The name of
such holder shall be removed from the central securities
register of IMA Special Shares in respect of the IMA Special
Shares so sold and transferred and shall be added to the
central securities register of Golden Arrow as the holder of
the number of Golden Arrow Common Shares so issued to such
holder, and Golden Arrow shall be and shall be deemed to be
the transferee of the IMA Special Shares so transferred and
the name of Golden Arrow shall be entered in the central
securities register of IMA Special Shares so sold and
transferred to Golden Arrow;
(h) IMA will sell and transfer the Transferred Assets to Golden
Arrow in consideration for the issuance by Golden Arrow of
1,000,000 Golden Arrow Preferred Shares having a collective
fair market value equal to the Net Fair Market Value. IMA
shall be added to the central securities registry of Golden
Arrow as the holder of the number of the 1,000,000 Golden
Arrow Preferred Shares so issued. IMA shall take all such
actions and deliver all such documents as may be required to
convey title to the Transferred Assets to Golden Arrow;
(i) IMA will purchase for cancellation the IMA Special Shares held
by Golden Arrow in consideration for the issuance by IMA to
Golden Arrow of the IMA Note having a principal amount and
fair market value equal to the aggregate fair market value of
the IMA Special Shares purchased for cancellation. The
repurchased IMA Special Shares shall be cancelled and the
appropriate entry made on the central securities registry for
the IMA Special Shares;
-7-
(j) The authorized share structure of IMA shall be amended by
eliminating the 100,000,000 Class A Common Shares without par
value and the unlimited Special Shares without par value, none
of which are issued. IMA's authorized share structure shall be
amended so that it is as set out in paragraph H of the Notice
of Alteration attached hereto as Schedule E. IMA's Articles
shall be amended by deleting Article 27 of the Articles and
replacing it with Article 27 in the form set out in Schedule F
hereto;
(k) Golden Arrow will purchase for cancellation the Golden Arrow
Preferred Shares held by IMA in consideration for the issuance
by Golden Arrow to IMA of the Golden Arrow Note having a
principal amount and fair market value equal to the aggregate
fair market value of the Golden Arrow Preferred Shares
purchased for cancellation. The repurchased Golden Arrow
Preferred Shares shall be cancelled and the appropriate entry
made on the central securities registry for the Golden Arrow
Preferred Shares;
(l) The authorized share structure of Golden Arrow shall be
amended by eliminating the unlimited preferred shares without
par value, none of which are issued. Golden Arrow's authorized
share structure shall be amended so that it is as set out in
paragraph H of the Notice of Alteration attached hereto as
Schedule ▇. ▇▇▇▇▇▇ Arrow's Articles shall be amended by
deleting Article 27 of the Articles which contain the rights
and restrictions attached to the Golden Arrow Common Shares
and Golden Arrow Preferred Shares; and
(m) IMA will pay the principal amount of the IMA Note by
transferring to Golden Arrow the Golden Arrow Note which will
be accepted by Golden Arrow as full payment, satisfaction and
discharge of IMA's obligation under the IMA Note and
simultaneously, Golden Arrow will pay the principal amount of
the Golden Arrow Note by transferring to IMA the IMA Note
which will be accepted by IMA as full payment, satisfaction
and discharge of Golden Arrow's obligation under the Golden
Arrow Note. The IMA Note and the Golden Arrow Note will both
thereupon be cancelled.
3.2 TREATMENT OF IMA WARRANTS
After the Effective Date, each whole IMA Warrant outstanding on the Effective
Date will entitle the holder thereof to receive, upon exercise on or after the
Effective Date, one New IMA Common Share and one tenth of one Golden Arrow
Common Share at an aggregate exercise price equal to the exercise price provided
for in the certificate representing such IMA Warrant, subject to the terms and
conditions contained in such certificate. Holders of IMA Warrants will not be
permitted to exercise IMA Warrants to purchase either New IMA Common Shares or
Golden Arrow Common Shares separately from each other. A holder of IMA Warrants
who partially exercises such IMA Warrants after the Effective Date will be
requested to exercise such IMA Warrants in multiples of ten to avoid
subscriptions for fractions of Golden Arrow Common Shares.
The net proceeds from the exercise of any IMA Warrants after the Effective Date
will be split between IMA and Golden Arrow in proportion to the relative market
capitalizations of IMA and Golden Arrow calculated using the weighted average
market price of New IMA Common Shares and Golden Arrow Common Shares for the
first five trading days commencing when the Golden Arrow Common Shares commence
trading on the TSX-V, provided that in no event will Golden Arrow receive less
than $0.50 per Golden Arrow Common Share issued. IMA will, forthwith upon
exercise of an IMA Warrant, pay to Golden Arrow on behalf of the holder of IMA
Warrants, the amount to which Golden Arrow is entitled. Upon receipt of such
funds, Golden Arrow will issue and deliver to the IMA Warrant holder the
certificate representing Golden Arrow Common Shares to which such IMA Warrant
holder is entitled. The price at which the Golden Arrow Common Shares will be
issued will be calculated by dividing the amount of cash received by Golden
Arrow from IMA, by the number of Golden Arrow Common Shares issued.
-8-
From the Effective Time, certificates representing IMA Warrants which were
outstanding on the Effective Date will represent rights to purchase the same
number of New IMA Common Shares as represented by the certificate and one-tenth
that number of Golden Arrow Common Shares. Neither IMA nor Golden Arrow will
issue new warrant certificates representing such rights.
3.3 TREATMENT OF IMA OPTIONS
After the Effective Time, all outstanding IMA Options will remain as constituted
immediately prior to the Effective Time, and upon exercise, will entitle the
holders to acquire the number of New IMA Common Shares equal to the number of
IMA Common Shares they would have acquired had they exercised the options prior
to the Effective Date.
The board of directors of Golden Arrow may grant incentive stock options to
purchase Golden Arrow Common Shares to its directors, officers, employees and
consultants in amounts to be determined by the board of directors of Golden
Arrow at exercise prices in compliance with the requirements of the TSX-V.
3.4 DEEMED FULLY PAID AND NON-ASSESSABLE SHARES
All New IMA Common Shares, IMA Special Shares, Golden Arrow Common Shares and
Golden Arrow Class A Shares issued pursuant hereto shall be deemed to be validly
issued and outstanding as fully paid and non-assessable shares for all purposes
of the BCBCA.
3.5 ARRANGEMENT EFFECTIVENESS
On the Effective Date, the Arrangement shall become finally and conclusively
binding on the Securityholders and each of IMA, IMA Holdco and Golden Arrow.
3.6 SUPPLEMENTARY ACTIONS
Notwithstanding that the transaction and events set out in section 3.1 shall
occur and shall be deemed to occur in the order therein set out without any act
or formality, each of IMA, IMA Holdco and Golden Arrow shall be required to
make, do and execute or cause and procure to be made, done and executed all such
further acts, deeds, agreements, transfers, assurances, instruments or documents
as may be required to further document or evidence any of the transactions or
events set out in section 3.1, including without limitation, any resolutions of
directors authorizing the issue, transfer or purchase for cancellation of
shares, any share transfer powers evidencing the transfer of shares and any
receipt therefore, any promissory notes and receipts therefor and any necessary
addition to or deletions from share registers.
ARTICLE 4.
CERTIFICATES AND DOCUMENTATION
4.1 IMA COMMON SHARE CERTIFICATES
From and after the Effective Time, share certificates representing IMA Common
Shares shall for all purposes be deemed to be share certificates representing
New IMA Common Shares, and no new share certificates shall be issued with
respect to the New IMA Common Shares issued in connection with the Arrangement.
-9-
4.2 IMA SPECIAL SHARE CERTIFICATES
Recognizing that all of the IMA Special Shares issued to the Shareholders will
immediately be transferred to Golden Arrow in exchange for Golden Arrow Common
Shares, IMA will not issue certificates representing the IMA Special Shares.
4.3 GOLDEN ARROW PREFERRED SHARE CERTIFICATES
Recognizing that all of the Golden Arrow Preferred Shares issued to IMA will
immediately be purchased for cancellation by Golden Arrow in exchange for the
Golden Arrow Note, Golden Arrow will not issue certificates representing the
Golden Arrow Preferred Shares.
4.4 GOLDEN ARROW COMMON SHARE CERTIFICATES
As soon as practicable after the Effective Time, Golden Arrow shall cause to be
issued to the registered holders of Golden Arrow Common Shares at the close of
business on the Effective Date, share certificates representing in the aggregate
number of the Golden Arrow Common Shares to which such holders are entitled
following the Effective Date and shall cause such certificates to be delivered
or mailed to such holder in accordance with the terms hereof.
4.5 FRACTIONAL SHARES
No fractional IMA Special Shares will be issued and the number of IMA Special
Shares to which each Shareholder will be entitled shall be rounded down to the
next whole number. No fractional shares, including shares issuable upon the
exercise of any IMA Warrants after the Effective Date, will be issued, and no
cash will be paid in lieu thereof, by either IMA or Golden Arrow. Any fractions
resulting will be rounded down to the nearest whole number. No subscription for
a fraction of a Golden Arrow Common Share will be accepted with respect to the
exercise of IMA Warrants as set out in paragraph 3.2 above.
ARTICLE 5.
AMENDMENT AND TERMINATION
5.1 AMENDMENT
This Plan of Arrangement may, at any time and from time to time before or after
the holding of the Meeting but not later than the Effective Date, be amended in
a manner not materially prejudicial to the Securityholders provided that such
amendment be contained in a written document which is filed with the Court.
5.2 TERMINATION
This Plan of Arrangement may, at any time before or after the holding of the
Meeting but no later than the Effective Date, be terminated by the Board of
Directors of IMA without further notice to, or action on the part of, its
Securityholders.
Without limiting the generality of the foregoing, IMA may terminate this Plan of
Arrangement, if prior to the Effective Date, there is a material change in the
business, operations, properties, assets, liabilities or condition, financial or
otherwise, of IMA and its subsidiaries, taken as a whole, or in Golden Arrow, or
any change in general economic conditions, interest rates or any outbreak or
material escalation in, or the cessation of, hostilities or any other calamity
or crisis, or there should develop, occur or come into effect any occurrence
which has a material effect on the financial markets of Canada and the board of
directors of IMA determines in its sole judgment that it would be inadvisable in
such circumstances for IMA to proceed with the Arrangement.
-10-
5.3 EFFECT OF TERMINATION
Upon the termination of this Plan of Arrangement pursuant to Section 5.2 hereof,
no party shall have any liability or further obligation to any other party
hereunder.
ARTICLE 6.
RIGHTS OF DISSENT AND APPRAISAL
6.1 DISSENT RIGHT
Notwithstanding section 3.1 hereof, Shareholders may exercise rights of dissent
(the "Dissent Right") in connection with the Arrangement pursuant to the Interim
Order and this Article 6.
6.2 NOTICE OF DISSENT
A Shareholder who wishes to exercise a Dissent Right must give written notice of
dissent ("Notice of Dissent") to IMA by depositing such Notice of Dissent with
IMA, or mailing it to IMA by registered mail, at its head office at Suite
▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, marked to
the attention of the President, not later than two days before the IMA Meeting.
A Shareholder who has given a Notice of Dissent in accordance with this section
6.2 is herein referred to as a "Dissenting Shareholder". A Shareholder who
wishes to dissent must prepare a separate notice of dissent for (i) the
Shareholder, if the Shareholder is dissenting on its own behalf and (ii) each
person who beneficially owns shares in the Shareholder's name and on whose
behalf the Shareholder is dissenting. To be valid, a Notice of Dissent must:
(a) identify in each Notice of Dissent the person on whose behalf
dissent is being exercised;
(b) set out the number of IMA Common Shares in respect of which
the Shareholder is exercising the Dissent Right (the "Notice
Shares"), which number cannot be less than all of the IMA
Common Shares held by the beneficial holder on whose behalf
the Dissent Right is being exercised;
(c) if the Notice Shares constitute all of the shares of which the
Dissenting Shareholder is both the registered owner and
beneficial owner and the Dissenting Shareholder owns no other
shares of IMA as beneficial owner, a statement to that effect;
(d) if the Notice Shares constitute all of the shares of which the
Dissenting Shareholder is both the registered and beneficial
owner but the Dissenting Shareholder owns other shares of IMA
as beneficial owner, a statement to that effect, and
(i) the names of the registered owners of those other
shares,
(ii) the number of those other shares that are held by
each of those registered owners, and
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(iii) a statement that Notices of Dissent are being or have
been sent in respect of all those other shares;
(e) if dissent is being exercised by the Dissenting Shareholder on
behalf of a beneficial owner who is not the Dissenting
Shareholder, a statement to that effect, and
(i) the name and address of the beneficial owner, and
(ii) a statement that the Dissenting Shareholder is
dissenting in relation to all of the shares
beneficially owned by the beneficial owner that are
registered in the Dissenting Shareholder's name.
6.3 RIGHT OF DISSENTING SHAREHOLDER
The giving of a Notice of Dissent does not deprive a Shareholder of his or her
right to vote at the Meeting on the special resolution approving the
Arrangement. A vote against the special resolution or the execution or exercise
of a proxy with instructions to vote against the special resolution does not
constituted a Notice of Dissent.
6.4 WHEN DISSENT RIGHT NOT AVAILABLE:
A Shareholder is not entitled to exercise a Dissent Right with respect to any
IMA Common Shares if the a Shareholder votes ( or instructs or is deemed, by
submission of any incomplete proxy, to have instructed his or her proxyholder to
vote) in favour of the special resolution approving the Arrangement. However, a
Shareholder may vote as a proxy for a Shareholder whose proxy required an
affirmative vote, without affecting his or her right to exercise the Dissent
Right in respect of the IMA Common Shares of which he or she is the registered
holder.
6.5 NOTICE TO PROCEED
If IMA intends to act on the authority of the special resolution approving the
Arrangement, it must send a notice (the "Notice to Proceed") to the Dissenting
Shareholder promptly after the later of:
(a) the date on which IMA forms the intention to proceed, and
(b) the date on which the Notice of Dissent was received.
If IMA has acted on the authority of that special resolution it must promptly
send a Notice to Proceed to the Dissenting Shareholder. The Notice to Proceed
must be dated not earlier than the date on which it is sent and state that IMA
intends to act or has acted on the authority of the special resolution and
advise the Dissenting Shareholder of the manner in which dissent is to be
completed under section 6.7 hereof.
6.6 ENTITLEMENT TO PAYMENT OF FAIR VALUE
On receiving a Notice to Proceed in accordance with section 6.5 hereof, the
Dissenting Shareholder is entitled to require IMA to purchase all of the IMA
Common Shares in respect of which the Notice of Dissent was given.
-12-
6.7 DEMAND FOR PAYMENT OF FAIR VALUE
A Dissenting Shareholder who receives a Notice to Proceed is bound to sell its
IMA Common Shares to IMA and must send to IMA within one month after the date of
the Notice to Proceed:
(a) a written statement that the Dissenting Shareholder requires
IMA to purchases all of the Notice Shares;
(b) the certificates representing the Notice Shares, and
(c) if dissent is being exercised by the Shareholder on behalf of
a beneficial owner who is not the Dissenting Shareholder, a
written statement signed by the beneficial owner setting out
whether the beneficial owner is the beneficial owner of other
shares of IMA and if so, setting out:
(i) the names of the registered owners of those other
shares,
(ii) the number of those other shares that are held by
each of those registered owners, and
(iii) that dissent is being exercised in respect of all of
those other shares,
whereupon IMA is bound to purchase them in accordance with the Notice of
Dissent.
6.8 PAYMENT FOR NOTICE SHARES
IMA and the Dissenting Shareholder may agree on the amount of the payout value
of the Notice Shares and in that event, IMA must either promptly pay that amount
to the Dissenting Shareholder or send a notice to the Dissenting Shareholder
that IMA is unable lawfully to pay Dissenting Shareholders for their share as
IMA is insolvent or if the payment would render IMA insolvent.
6.9 APPLICATION TO COURT TO FIX PAYOUT VALUE
If IMA and the Dissenting Shareholder do not agree on the amount of the payout
value of the Notice Shares the Dissenting Shareholder or IMA may apply to the
court and the court may:
(a) determine the payout value of the Notice Shares or order that
the payout value of the notice shares be established by
arbitration or by reference to the registrar or a referee of
the court;
(b) join in the application each Dissenting Shareholder who has
not agreed with IMA on the amount of the payout value of the
Notice Shares; and
(c) make consequential orders and give directions it considers
appropriate.
Promptly after a determination of the payout value of the Notice Shares has been
made, IMA must either pay that amount to the Dissenting Shareholder or send a
notice to the Dissenting Shareholder that IMA is unable lawfully to pay
Dissenting Shareholders for their shares as IMA is insolvent or if the payment
would render IMA insolvent. If the Dissenting Shareholder receives a notice that
IMA is unable to lawfully pay Dissenting Shareholders for their share the
Dissenting Shareholder may with in 30 days after receipt of the notice, withdraw
his or her Notice of Dissent. If the Notice of Dissent is not withdrawn the
Dissenting Shareholder remains a claimant against IMA to be paid as soon as IMA
is lawfully able to do so or, in a liquidation, to be ranked subordinate to the
rights of creditors of IMA but in priority to its shareholders.
-13-
6.10 DEEMED NOTICE
Any notice required to be given by IMA or a Dissenting Shareholder to the other
in connection with the exercise of the Dissent Right, will be deemed to have
been given and received, if delivered, on the day of delivery, if mailed, on the
earlier of the date of receipt or the second business day after the day of
mailing, or, if sent by telecopier or other similar form of transmission, the
first business day after the date of transmittal.
6.11 CONSEQUENCES OF EXERCISING DISSENT RIGHTS
A Shareholder who:
(a) properly exercises the Dissent Right by complying with all of
the procedures (the "Dissent Procedures") required to be
complied with by a Dissenting Shareholder, will:
(i) be bound by the provisions of this Article 6;
(ii) be deemed not to have participated in the
Arrangement; and
(iii) cease to have any rights as a Shareholder other than
the right to be paid the payout value of the Notice
Shares by IMA in accordance with the Dissent
Procedures; or
(b) seeks to exercise the Dissent Right, but:
(i) who for any reason does not properly comply with each
of the Dissent Procedures required to be complied
with by a Dissenting Shareholder, or
(ii) subsequent to giving his or her Notice of Dissent,
acts inconsistently with such dissent;
will be deemed to have participated in the Arrangement on the same basis as each
non-dissenting Shareholder and will receive his or her pro rata portion of the
Golden Arrow Common Shares based upon the number of IMA Common Shares of which
such Dissenting Shareholder is the registered holder. IMA may in its sole
discretion waive any non-compliance by a shareholder with any of the provisions
of this Article 6 in order to give effect to a shareholder's Dissent Rights.
6.12 ABANDONMENT OF DISSENT
A Dissenting Shareholder may not withdraw a Notice of Dissent without the
consent of IMA. A dissenting Shareholder may, with the written consent of IMA,
at any time prior to the payment to the Dissenting Shareholder of the full
amount of money to which the Dissenting shareholder is entitled under this
Article 6, abandon such Dissenting Shareholder's dissent to the Arrangement by
giving written notice to IMA withdrawing the Notice of Dissent by depositing
such notice with IMA or mailing it to IMA by registered mail, at its head at
office at #▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇,
marked to the attention of the President, and will then be deemed to have
participated in the Arrangement on the same basis as each non-dissenting
Shareholder and will receive such number of Golden Arrow Common Shares to which
he or she is entitled.
-14-
6.13 RESERVATION OF GOLDEN ARROW COMMON SHARES
If a Shareholder exercises the Dissent Right, IMA shall on the Effective Date
set aside and not distribute that portion of the Golden Arrow Common Shares
which is attributable to the IMA Common Shares for which Dissent Rights have
been exercised. If an IMA Shareholder exercises the Dissent Right, but, as set
out in subsection 6.11(b) does not properly comply with the Dissent Procedures
or, subsequent to giving his or her Notice of Dissent, acts inconsistently with
such dissent, then IMA shall distribute to such Shareholder his or her pro rata
portion of the Golden Arrow Common Shares. If a Shareholder duly complies with
the Dissent Procedures as set out in subsection 6.11(a), then IMA shall retain
the portion of the Golden Arrow Common Shares attributable to such Shareholder
(the "Non-Distributed Golden Arrow Shares"), and the Non-Distributed Golden
Arrow Shares will be dealt with as determined by the Board of Directors of IMA
in its discretion.
SCHEDULE A TO PLAN OF ARRANGEMENT BEING APPENDIX I
TO THE ARRANGEMENT AGREEMENT
MADE AS OF THE 14TH DAY OF MAY, 2004
AMONG IMA EXPLORATION INC., IMA HOLDINGS CORP. AND
GOLDEN ARROW RESOURCES CORPORATION
(PARAGRAPH 3.1 (A) OF PLAN OF ARRANGEMENT)
NOTICE OF ALTERATION
SCHEDULE B TO PLAN OF ARRANGEMENT BEING APPENDIX I
TO THE ARRANGEMENT AGREEMENT
MADE AS OF THE 14TH DAY OF MAY, 2004
AMONG IMA EXPLORATION INC., IMA HOLDINGS CORP. AND
GOLDEN ARROW RESOURCES CORPORATION
(PARAGRAPH 3.1 (A) PLAN OF ARRANGEMENT)
27. SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES,
CLASS A COMMON SHARES, SPECIAL SHARES AND PREFERRED SHARES
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES
The common shares (the "Common Shares") shall have attached thereto the
following special rights and
restrictions:
1. VOTING
The holders of the Common Shares shall be entitled to receive notice of and to
attend all meetings of the shareholders of the Company and shall have one vote
for each Common Share held at all meetings of the shareholders of the Company,
except meetings at which only holders of another specified class or series of
shares of the Company are entitled to vote separately as a class or series.
2. DIVIDENDS
Subject to the prior rights of the holders of the Preferred Shares and any other
shares ranking senior to the Common Shares with respect to priority in the
payment of dividends, the holders of Common Shares shall be entitled to receive
dividends and the Company shall pay dividends thereon, as and when declared by
the board of directors of the Company out of moneys property applicable to the
payment of dividends, in such amount and in such form as the board of directors
of the Company may from time to time determine and all dividends which the board
of directors of the Company may declare on the Common Shares shall be declared
and paid in equal amounts per share on all Common Shares at the time
outstanding.
3. LIQUIDATION, DISSOLUTION OR WINDING-UP
In the event of the dissolution, liquidation or winding-up of the Company,
whether voluntary or involuntary, or any other distribution of assets of the
Company among its shareholders for the purpose of winding-up its affairs,
subject to the prior rights of the holders of the Preferred Shares and any other
shares ranking senior to the Common Shares with respect to priority in the
distribution of assets upon dissolution, liquidation, winding-up or distribution
for the purpose of winding-up, the holders of the Common Shares shall be
entitled to receive the remaining property and assets of the Company.
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE CLASS A COMMON SHARES
The class A common shares (the "Class A Shares") shall have attached
thereto the following special
rights and restrictions:
-2-
1. VOTING
The holders of the Class A Shares shall be entitled to receive notice of and to
attend all meetings of the shareholders of the Company and shall have one vote
for each Class A Shares held at all meetings of the shareholders of the Company,
except meetings at which only holders of another specified class or series of
shares of the Company are entitled to vote separately as a class or series.
2. DIVIDENDS
Subject to the prior rights of the holders of the Preferred Shares and any other
shares ranking senior to the Class A Shares with respect to priority in the
payment of dividends, the holders of Class A Shares shall be entitled to receive
dividends and the Company shall pay dividends thereon, as and when declared by
the board of directors of the Company out of moneys property applicable to the
payment of dividends, in such amount and in such form as the board of directors
of the Company may from time to time determine and all dividends which the board
of directors of the Company may declare on the Class A Shares shall be declared
and paid in equal amounts per share on all Class A Shares at the time
outstanding.
3. LIQUIDATION, DISSOLUTION OR WINDING-UP
In the event of the dissolution, liquidation or winding-up of the Company,
whether voluntary or involuntary, or any other distribution of assets of the
Company among its shareholders for the purpose of winding-up its affairs,
subject to the prior rights of the holders of the Preferred Shares and any other
shares ranking senior to the Class A Shares with respect to priority in the
distribution of assets upon dissolution, liquidation, winding-up or distribution
for the purpose of winding-up, the holders of the Class A Shares shall be
entitled to receive the remaining property and assets of the Company.
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE SPECIAL SHARES
The special shares (the "Special Shares") shall have attached thereto
the following special rights and
restrictions:
1. VOTING
The holders of Special Shares are not entitled to notice of or to attend or vote
at any meeting of shareholders of the Company except as may be required by the
Business Corporations Act (British Columbia).
2. DIVIDENDS
Subject to the rights, privileges, restrictions and conditions attaching to
shares of any class of the Company ranking prior to the Special Shares, the
holders thereof are entitled to receive such dividends payable in money,
property, or by the issue of fully paid shares of the Company, as may be
declared by the Board of Directors and to receive on an equal basis share for
share with the holders of the Common Shares the remaining property of the
Company upon the liquidation or winding up thereof.
The Directors of the Company may determine at any time and from time to time,
with respect to all or portion of any dividend on the Special Shares of the
Company that such dividend shall be payable in money or, in the case of electing
holders whose addresses on the books of the Company are in Canada, and in
jurisdictions specified by the Directors outside Canada, by the issue of fully
paid Special Shares of the Company having a value, as determined by the
Directors, that is substantially equivalent, as of the date or period of days
determined by the Directors, to the cash amount of such dividend, provided that
the Directors may (but need not) value the Special Shares to be issued in
payment of the dividend at a discount from or premium to the relevant market
value thereof of up to 5%, in either case.
-3-
With respect to fractional shares that may result from any such stock dividend
the Company shall issue to an agent for shareholders appointed by the Company a
number of whole shares representing in the aggregate the fractional shares of
all electing shareholders, unless the Directors of the Company otherwise
determine, for instance by the payment of cash in lieu of fractional share
interests that may result from any such stock dividend. In any event, no
certificates representing fraction of share interests will be issued by the
Company.
3. CONVERSION
A holder of Special Shares shall have the right, at his option, to convert at
any time and from time to time, subject to the terms and provisions hereof, all
or part of his Special Shares into Common Shares, on the basis of one Common
Share for each Special Share. The conversion of Special Shares may be effected
by surrender of the certificate or certificates representing the same at any
time during usual business hours at the option of the holder at the Registered
Office of the Company or at any office of any transfer agent of the Company at
which the Special Shares are transferable accompanied: (1) by payment or
evidence of payment of the tax (if any) payable as provided in this section 3;
and (2) by written instrument of surrender in form satisfactory to the Company
duly executed by the registered holder, or his attorney duly authorized in
writing, in which instrument such holder shall elect to convert all or part only
of the Special Shares represented by such certificate or certificates in which
event the Company shall issue and deliver or cause to be delivered to such
holder, at the expense of the Company, a new certificate representing the
Special Shares represented by such certificate or certificates which have not
been converted. The date of such surrender of certificates representing Special
Shares to be converted is referred to hereinafter as the "Conversion Date". A
holder of Special Shares to be converted shall not be entitled to fractional
shares upon conversion but shall be entitled to receive a new certificate
representing the number of remaining Special Shares which cannot be converted.
As promptly as practicable on or after the Conversion Date the Company shall
issue and deliver, or cause to be delivered to or upon the written order of the
holder of the Special Shares so surrendered, a certificate or certificates
issued in the name of, or in such name or names as may be directed by, such
holder representing the number of fully paid and non-assessable Common Shares
and the number of remaining Special Shares, if any, to which such holder is
entitled. Such conversion shall be deemed to have been made at the close of
business on the Conversion Date, so that the rights of the holder of such
Special Shares as the holder thereof shall cease at such time and the person or
persons entitled to receive Common Shares upon such conversion shall be treated
for all purposes as having become the holder or holders of record of such
Special Shares at such time.
The registered holder of any Special Shares on the record date for any dividend
declared payable on such share shall be entitled to such dividend
notwithstanding that such share is converted after such record date and before
the payment date of such dividend.
The issuance of certificates for Common Shares upon the conversion of Special
Shares shall be made without charge to the converting holders of Special Shares
for any fee or tax in respect of the issuance of such certificates or the Common
Shares represented thereby; provided, however, that the Company shall not be
required to pay any tax which may be imposed upon the person or person to whom
such Common Shares are issued in respect of the issuance of such Common Shares
or the certificates therefore or which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificate in a name or names
other than that of the holder of the Special Shares converted, and the Company
shall not be required to issue or deliver such certificate unless the person or
persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.
-4-
4. LIQUIDATION, DISSOLUTION OR WINDING-UP
In respect of the declaration and payment of dividends and upon the liquidation,
dissolution or winding up of the Company the Special Shares shall rank pari
passu with the Common Shares of the Company.
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE PREFERRED SHARES
The preferred shares (the "Preferred Shares") shall have attached
thereto the following special rights
and restrictions:
1. ISSUANCE OF SHARES
The board of directors of the Company may issue the Preferred Shares at any time
and from time to time in one or more series. Before the first shares of a
particular series are issued, the board of directors of the Company shall fix
the number of shares in such series and shall determine, subject to the
limitations set out in the Articles, the designation, rights, privileges,
restrictions and conditions to be attached to the shares of such series
including, without limitation, the rate or rates, amount or method or methods of
calculation of dividends thereon, the time and place of payment of dividends,
whether cumulative or non-cumulative or partially cumulative and whether such
rate, amount or method of calculation shall be subject to change or adjustment
in the future, the currency or currencies of payment of dividends, the
consideration and the terms and conditions of any purchase for cancellation,
retraction or redemption (if any), the conversion, exchange or reclassification
rights attached thereto (if any), the voting right attached thereto ( if any),
the terms and conditions of any share purchase plan or sinking fund with respect
thereto, and any other terms not inconsistent with these provisions. Before the
issue of the first shares of a series, the board of directors of the Company
shall send to the Registrar (as defined in the, Business Corporations Act
(British Columbia)) a certified copy of the directors' resolution containing a
description of such series including the designation, rights, privileges,
restrictions and conditions determined by the board of directors of the Company.
2. VOTING
Except as hereinafter referred to or as otherwise required by law or in
accordance with any voting rights which may from time to time be attached to any
series of Preferred Shares, the holders of the Preferred Shares as a class shall
not be entitled as such to receive notice of, to attend or to vote at any
meeting of the shareholders of the Company.
3. DIVIDENDS
No rights, privileges, restrictions or conditions attached to a series of
Preferred Shares shall confer upon a series a priority in respect of dividends
or return of capital over any other series of Preferred shares then outstanding.
The Preferred Shares shall be entitled to priority over the Common Shares of the
Company and over any other shares of the Company ranking junior to the Preferred
shares with respect to priority in the payment of dividends and the distribution
of assets in the event of liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary, or any other distribution of the assets of the
Company among its shareholders for the purpose of winding-up its affairs. If any
cumulative dividends or amounts payable on a return of capital in respect of a
series of Preferred Shares are not paid in full, the Preferred Shares of all
series shall participate rateably in respect of such dividends, including
-5-
accumulations, if any, in accordance with the sums that would be payable on such
shares if all such dividends were declared and paid in full, and in respect of
any repayment of capital in accordance with the sums that would be payable on
such repayment of capital if all sums so payable were paid in full; provided
however, that in the event of there being insufficient assets to satisfy in full
all such claims to dividends and return of capital, the claims of the holders of
the Preferred Shares with respect to repayment of capital shall first be paid
and satisfied and any assets remaining thereafter shall be applied towards the
payment and satisfaction of claims in respect of dividends. The Preferred Shares
of any series may also be given such other preferences, not inconsistent with
paragraphs 1 to 4 hereof, over the Common shares and over any other shares
ranking junior to the Preferred shares as may be determined in the case of such
series of Preferred Shares.
4. AMENDMENT TO RIGHTS AND RESTRICTIONS
The rights privileges, restrictions and conditions attaching to the Preferred
shares as a class may be added to, changed or removed but only with the approval
of the holders of the Preferred shares given as hereinafter specified. The
approval of the holders of the Preferred shares to add to, change or remove any
right, privilege, restriction or condition attaching to the Preferred shares as
a class or to any other matter requiring the consent of the holders of the
Preferred shares as a class shall be given in such manner as may then be
required by law, subject to a minimum requirement that such approval shall be
given by resolution passed by the affirmative vote of at least two-thirds of the
votes cast at a meeting of the holders of Preferred shares duly called for that
purpose. The formalities to be observed in respect of the giving notice of any
such meeting or any adjourned meeting and the conduct thereof shall be those
from time to time required by the Business Corporations Act (British Columbia)
(as from time to time amended, varied or replaced) and prescribed in the
Articles of the Company with respect to meetings of shareholders. On every poll
taken at a meeting of holders of Preferred shares as a class, each holder
entitled to vote thereat shall have one vote in respect of each Cdn.$1.00 of
stated capital added to the appropriate stated capital account of the Company in
respect of the issue of each such share held by the holder.
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE PREFERRED SHARES, SERIES 1
The preferred shares, series I (the "Series I Shares") shall have attached
thereto the following special rights
and restrictions:
1. DIVIDENDS
Subject to the prior rights of any shares of the Company ranking in priority to
the Series I Shares, the holders of Series I Shares shall be entitled to
receive, if, as and when declared by the board of directors of the Company,
non-cumulative dividends in an amount or amounts to be determined by the board
of directors from time to time.
2. REDEMPTION
Subject to the rights, privileges, restrictions and conditions attaching to any
shares of the Company ranking in priority to the Series I Shares, the Company
may redeem at any time any of the then outstanding Series I Shares on payment in
cash or property for each share of an amount equal to the Redemption Amount (as
defined below), together with all declared and unpaid dividends thereon. The
redemption amount (the "Redemption Amount") will be determined by dividing Cdn.
$3,495,800 by the number of Series I Shares issued.
Every registered holder of Series I Shares may (at his, her or its option upon
giving notice) require the Company at any time to redeem any of the Series I
Shares held by such holder, and the Company shall pay to such holder for each
share which the holder requires to be redeemed, the Redemption Amount, together
-6-
with all declared and unpaid dividends thereon. If only a part of the shares
represented by any certificate are to be redeemed, a new certificate for the
balance shall be issued at the expense of the Company. From and after the
redemption, the holders of the Series I Shares to be redeemed as aforesaid,
shall cease to be entitled to dividends and shall not be entitled to exercise
any of the rights as a member in respect thereof unless payment of the
redemption value of his, her or its shares shall not be made upon presentation
of the certificate in which case the rights of the holder shall remain
unaffected.
3. LIQUIDATION, DISSOLUTION OR WINDING-UP
In the event of any dissolution, liquidation or winding-up of the Company or
other distribution of the property or assets of the Company, the holders of
Series I Shares shall be entitled to receive from the property or assets of the
Company an amount equal to the Redemption Amount, together with all declared and
unpaid dividends thereon. Subject to the prior rights of any shares of the
Company ranking in priority to the Series I Shares, such payment or distribution
shall be made prior to the payment of any amount or any amount or distribution
of any property or assets of the Company to the holders of Common shares or any
other shares ranking junior to the Series I Shares. Upon payment of the holders
of record of the Series I Shares on the date of distribution of the amount so
payable to them, such holders shall not be entitled to share in any further
distribution of the property or assets of the Company.
4. VOTING
The holders of the Series I Shares will not be entitled to any vote in respect
of any general meeting of shareholders of the Company.
5. AMENDMENT TO RIGHTS AND RESTRICTIONS
The provisions attaching to the Series I Shares may be repealed, altered,
modified or amended but only with the prior approval of the holders of the
Series I Shares, given by an instrument (s) in writing by the holders of all
Series I Shares, or by a resolution passed by at least two-thirds of the votes
cast at a meeting of the holders of the Series I Shares called for such purpose.
Such requirement for the approval of the holders of the Series I Shares shall be
in addition to any vote, authorization, confirmation or approval as may then be
required by applicable law.
SCHEDULE C TO PLAN OF ARRANGEMENT BEING APPENDIX I
TO THE ARRANGEMENT AGREEMENT
MADE AS OF THE 14TH DAY OF MAY, 2004
AMONG IMA EXPLORATION INC., IMA HOLDINGS CORP. AND
GOLDEN ARROW RESOURCES CORPORATION
(PARAGRAPH 3.1 (C) OF PLAN OF ARRANGEMENT)
NOTICE OF ALTERATION
SCHEDULE D TO PLAN OF ARRANGEMENT BEING APPENDIX I
TO THE ARRANGEMENT AGREEMENT
MADE AS OF THE 14TH DAY OF MAY, 2004
AMONG IMA EXPLORATION INC., IMA HOLDINGS CORP. AND
GOLDEN ARROW RESOURCES CORPORATION
(PARAGRAPH 3.1 (C) OF PLAN OF ARRANGEMENT)
27. SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES
AND PREFERRED SHARES
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES
The common shares (the "Common Shares") shall have attached thereto the
following special rights and
restrictions:
1. VOTING
The holders of the Common Shares shall be entitled to receive notice of and to
attend all meetings of the shareholders of the Company and shall have one vote
for each Common Share held at all meetings of the shareholders of the Company,
except meetings at which only holders of another specified class or series of
shares of the Company are entitled to vote separately as a class or series.
2. DIVIDENDS
Subject to the prior rights of the holders of any other shares ranking senior to
the Common Shares with respect to priority in the payment of dividends, the
holders of Common Shares shall be entitled to receive dividends and the Company
shall pay dividends thereon, as and when declared by the board of directors of
the Company out of moneys property applicable to the payment of dividends, in
such amount and in such form as the board of directors of the Company may from
time to time determine and all dividends which the board of directors of the
Company may declare on the Common Shares shall be declared and paid in equal
amounts per share on all Common Shares at the time outstanding.
3. LIQUIDATION, DISSOLUTION OR WINDING-UP
In the event of the dissolution, liquidation or winding-up of the Company,
whether voluntary or involuntary, or any other distribution of assets of the
Company among its shareholders for the purpose of winding-up its affairs,
subject to the prior rights of any other shares ranking senior to the Common
Shares with respect to priority in the distribution of assets upon dissolution,
liquidation, winding-up or distribution for the purpose of winding-up, the
holders of the Common Shares shall be entitled to receive the remaining property
and assets of the Company.
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE PREFERRED SHARES
The preferred shares (the "Preferred Shares") shall have attached
thereto the following special rights
and restrictions:
1. VOTING
The holders of Preferred Shares shall be entitled to receive notices of and to
attend and vote at all meetings of the shareholders of the Company in the same
manner and to the same extend as are the holders of the Common Shares.
-2-
2. DIVIDENDS
The holders of the Preferred Shares shall be entitled to receive, and the
Company shall pay thereon as and when declared by the Board of Directors out of
the monies of the Company properly applicable to the payment of dividends,
dividends which shall be in the amounts and upon the conditions that shall have
been agreed upon by the Board of Directors at the time of issuance and sale of
each such share.
3. LIQUIDATION, DISSOLUTION OR WINDING-UP
In the event of the liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary, the holders of the Preferred Shares shall be
entitled to receive, before any distribution of any part of the property and
assets of the Company among the holders of the Common Shares, an amount equal to
one hundred percent (100%) of the amount paid thereon and any dividends declared
thereon and unpaid, and no more.
4. PARTICIPATION IN THE PROFITS AND ASSETS
The Preferred Shares shall rank, both as regards dividends and return of
capital, in priority to the Common Shares of the company, but shall not be
entitled to any further right to participate in the profits or assets of the
Company.
SCHEDULE E TO PLAN OF ARRANGEMENT BEING APPENDIX I
TO THE ARRANGEMENT AGREEMENT
MADE AS OF THE 14TH DAY OF MAY, 2004
AMONG IMA EXPLORATION INC., IMA HOLDINGS CORP. AND
GOLDEN ARROW RESOURCES CORPORATION
(PARAGRAPH 3.1 (J) OF PLAN OF ARRANGEMENT)
NOTICE OF ALTERATION
SCHEDULE F TO PLAN OF ARRANGEMENT BEING APPENDIX I
TO THE ARRANGEMENT AGREEMENT
MADE AS OF THE 14TH DAY OF MAY, 2004
AMONG IMA EXPLORATION INC., IMA HOLDINGS CORP. AND
GOLDEN ARROW RESOURCES CORPORATION
(PARAGRAPH 3.1 (J) OF PLAN OF ARRANGEMENT)
27. RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES AND
PREFERRED SHARES.
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES
The common shares (the "Common Shares") shall have attached thereto the
following special rights and
restrictions:
1. VOTING
The holders of the Common Shares shall be entitled to receive notice of and to
attend all meetings of the shareholders of the Company and shall have one vote
for each Common Share held at all meetings of the shareholders of the Company,
except meetings at which only holders of another specified class or series of
shares of the Company are entitled to vote separately as a class or series.
2. DIVIDENDS
Subject to the prior rights of the holders of the Preferred Shares and any other
shares ranking senior to the Common Shares with respect to priority in the
payment of dividends, the holders of Common Shares shall be entitled to receive
dividends and the Company shall pay dividends thereon, as and when declared by
the board of directors of the Company out of moneys property applicable to the
payment of dividends, in such amount and in such form as the board of directors
of the Company may from time to time determine and all dividends which the board
of directors of the Company may declare on the Common Shares shall be declared
and paid in equal amounts per share on all Common Shares at the time
outstanding.
3. LIQUIDATION, DISSOLUTION OR WINDING-UP
In the event of the dissolution, liquidation or winding-up of the Company,
whether voluntary or involuntary, or any other distribution of assets of the
Company among its shareholders for the purpose of winding-up its affairs,
subject to the prior rights of the holders of the Preferred Shares and any other
shares ranking senior to the Common Shares with respect to priority in the
distribution of assets upon dissolution, liquidation, winding-up or distribution
for the purpose of winding-up, the holders of the Common Shares shall be
entitled to receive the remaining property and assets of the Company.
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE PREFERRED SHARES
The preferred shares (the "Preferred Shares") shall have attached
thereto the following special rights
and restrictions:
-2-
1. ISSUANCE OF SHARES
The board of directors of the Company may issue the Preferred Shares at any time
and from time to time in one or more series. Before the first shares of a
particular series are issued, the board of directors of the Company shall fix
the number of shares in such series and shall determine, subject to the
limitations set out in the Articles, the designation, rights, privileges,
restrictions and conditions to be attached to the shares of such series
including, without limitation, the rate or rates, amount or method or methods of
calculation of dividends thereon, the time and place of payment of dividends,
whether cumulative or non-cumulative or partially cumulative and whether such
rate, amount or method of calculation shall be subject to change or adjustment
in the future, the currency or currencies of payment of dividends, the
consideration and the terms and conditions of any purchase for cancellation,
retraction or redemption (if any), the conversion, exchange or reclassification
rights attached thereto (if any), the voting right attached thereto ( if any),
the terms and conditions of any share purchase plan or sinking fund with respect
thereto, and any other terms not inconsistent with these provisions. Before the
issue of the first shares of a series, the board of directors of the Company
shall send to the Registrar (as defined in the, Business Corporations Act
(British Columbia)) a certified copy of the directors' resolution containing a
description of such series including the designation, rights, privileges,
restrictions and conditions determined by the board of directors of the Company.
2. VOTING
Except as hereinafter referred to or as otherwise required by law or in
accordance with any voting rights which may from time to time be attached to any
series of Preferred Shares, the holders of the Preferred Shares as a class shall
not be entitled as such to receive notice of, to attend or to vote at any
meeting of the shareholders of the Company.
3. DIVIDENDS
No rights, privileges, restrictions or conditions attached to a series of
Preferred Shares shall confer upon a series a priority in respect of dividends
or return of capital over any other series of Preferred shares then outstanding.
The Preferred Shares shall be entitled to priority over the Common Shares of the
Company and over any other shares of the Company ranking junior to the Preferred
shares with respect to priority in the payment of dividends and the distribution
of assets in the event of liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary, or any other distribution of the assets of the
Company among its shareholders for the purpose of winding-up its affairs. If any
cumulative dividends or amounts payable on a return of capital in respect of a
series of Preferred Shares are not paid in full, the Preferred Shares of all
series shall participate rateably in respect of such dividends, including
accumulations, if any, in accordance with the sums that would be payable on such
shares if all such dividends were declared and paid in full, and in respect of
any repayment of capital in accordance with the sums that would be payable on
such repayment of capital if all sums so payable were paid in full; provided
however, that in the event of there being insufficient assets to satisfy in full
all such claims to dividends and return of capital, the claims of the holders of
the Preferred Shares with respect to repayment of capital shall first be paid
and satisfied and any assets remaining thereafter shall be applied towards the
payment and satisfaction of claims in respect of dividends. The Preferred Shares
of any series may also be given such other preferences, not inconsistent with
paragraphs 1 to 4 hereof, over the Common shares and over any other shares
ranking junior to the Preferred shares as may be determined in the case of such
series of Preferred Shares.
-3-
4. AMENDMENT TO RIGHTS AND RESTRICTIONS
The rights privileges, restrictions and conditions attaching to the Preferred
shares as a class may be added to, changed or removed but only with the approval
of the holders of the Preferred shares given as hereinafter specified. The
approval of the holders of the Preferred shares to add to, change or remove any
right, privilege, restriction or condition attaching to the Preferred shares as
a class or to any other matter requiring the consent of the holders of the
Preferred shares as a class shall be given in such manner as may then be
required by law, subject to a minimum requirement that such approval shall be
given by resolution passed by the affirmative vote of at least two-thirds of the
votes cast at a meeting of the holders of Preferred shares duly called for that
purpose. The formalities to be observed in respect of the giving notice of any
such meeting or any adjourned meeting and the conduct thereof shall be those
from time to time required by the Business Corporations Act (British Columbia)
(as from time to time amended, varied or replaced) and prescribed in the
Articles of the Company with respect to meetings of shareholders. On every poll
taken at a meeting of holders of Preferred shares as a class, each holder
entitled to vote thereat shall have one vote in respect of each Cdn.$1.00 of
stated capital added to the appropriate stated capital account of the Company in
respect of the issue of each such share held by the holder.
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE PREFERRED SHARES, SERIES 1
The preferred shares, series I (the "Series I Shares") shall have attached
thereto the following special rights
and restrictions:
1. DIVIDENDS
Subject to the prior rights of any shares of the Company ranking in priority to
the Series I Shares, the holders of Series I Shares shall be entitled to
receive, if, as and when declared by the board of directors of the Company,
non-cumulative dividends in an amount or amounts to be determined by the board
of directors from time to time.
2. REDEMPTION
Subject to the rights, privileges, restrictions and conditions attaching to any
shares of the Company ranking in priority to the Series I Shares, the Company
may redeem at any time any of the then outstanding Series I Shares on payment in
cash or property for each share of an amount equal to the Redemption Amount (as
defined below), together with all declared and unpaid dividends thereon. The
redemption amount (the "Redemption Amount") will be determined by dividing Cdn.
$3,495,800 by the number of Series I Shares issued.
Every registered holder of Series I Shares may (at his, her or its option upon
giving notice) require the Company at any time to redeem any of the Series I
Shares held by such holder, and the Company shall pay to such holder for each
share which the holder requires to be redeemed, the Redemption Amount, together
with all declared and unpaid dividends thereon. If only a part of the shares
represented by any certificate are to be redeemed, a new certificate for the
balance shall be issued at the expense of the Company. From and after the
redemption, the holders of the Series I Shares to be redeemed as aforesaid,
shall cease to be entitled to dividends and shall not be entitled to exercise
any of the rights as a member in respect thereof unless payment of the
redemption value of his, her or its shares shall not be made upon presentation
of the certificate in which case the rights of the holder shall remain
unaffected.
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3. LIQUIDATION, DISSOLUTION OR WINDING-UP
In the event of any dissolution, liquidation or winding-up of the Company or
other distribution of the property or assets of the Company, the holders of
Series I Shares shall be entitled to receive from the property or assets of the
Company an amount equal to the Redemption Amount, together with all declared and
unpaid dividends thereon. Subject to the prior rights of any shares of the
Company ranking in priority to the Series I Shares, such payment or distribution
shall be made prior to the payment of any amount or any amount or distribution
of any property or assets of the Company to the holders of Common shares or any
other shares ranking junior to the Series I Shares. Upon payment of the holders
of record of the Series I Shares on the date of distribution of the amount so
payable to them, such holders shall not be entitled to share in any further
distribution of the property or assets of the Company.
4. VOTING
The holders of the Series I Shares will not be entitled to any vote in respect
of any general meeting of shareholders of the Company.
5. AMENDMENT TO RIGHTS AND RESTRICTIONS
The provisions attaching to the Series I Shares may be repealed, altered,
modified or amended but only with the prior approval of the holders of the
Series I Shares, given by an instrument (s) in writing by the holders of all
Series I Shares, or by a resolution passed by at least two-thirds of the votes
cast at a meeting of the holders of the Series I Shares called for such purpose.
Such requirement for the approval of the holders of the Series I Shares shall be
in addition to any vote, authorization, confirmation or approval as may then be
required by applicable law.
SCHEDULE G TO PLAN OF ARRANGEMENT BEING APPENDIX I
TO THE ARRANGEMENT AGREEMENT
MADE AS OF THE 14TH DAY OF MAY, 2004
AMONG IMA EXPLORATION INC., IMA HOLDINGS CORP. AND
GOLDEN ARROW RESOURCES CORPORATION
(PARAGRAPH 3.1 (L) OF PLAN OF ARRANGEMENT)
NOTICE OF ALTERATION