Kobex Proposes Change of Business to an Investment Issuer and Sale of Mineral Exploration Properties
13 Juin 2014 - 9:20PM
Marketwired Canada
Kobex Minerals Inc. (the "Company" or "Kobex") (TSX VENTURE:KXM)(OTCQB:KBXMF) is
pleased to announce that it is proposing a change of business from a Mining
Issuer to an Investment Issuer (the "Proposed COB").
Summary of the Proposed COB
In light of the current state of the mineral exploration and mining sector and
given the expertise and skill sets of the Board, the Management and Board
believe that the optimal allocation of the Company's working capital would be
within the framework of an investment company, or resources focused merchant
bank, rather than as a mineral exploration or mining corporation where its
working capital would be spent on a limited number of mineral projects. For
those reasons, the Management and Board have proposed that the Company undergo
the Proposed COB. The Proposed COB is an "arm's length transaction" for the
purposes of the TSX Venture Exchange ("TSX-V") and remains subject to TSX-V
approval.
Proposed Investment Policy
As required by the TSX-V's listing requirements for an Investment Issuer, the
Company will adopt an investment policy to govern its investment activities. The
investment policy will provide, among other things, the investment objectives
and strategy based on the fundamental principles set out below. The final
investment policy will be posted on the Company's website
(www.kobexminerals.com) and filed on SEDAR (www.sedar.com) prior to the
completion of the Proposed COB.
Investment Objectives
The Company's investment objectives are to seek:
a. a high return on investment opportunities, primarily in the natural
resources sector; and
b. to preserve capital and limit downside risk while achieving a reasonable
rate of return by focusing on opportunities with attractive risk to
reward profiles.
The Company does not anticipate the declaration of dividends to shareholders
during its initial stages and plans to reinvest the profits of its investments
to further the growth and development of the Company's investment portfolio.
Investment Strategy
In light of the numerous investment opportunities across the entire natural
resources sector, the Company aims to adopt a flexible approach to investment
targets without placing unnecessary limits on potential returns on its
investment. This approach is demonstrated in the Company's proposed investment
strategy set out below.
Investment Sector: Natural resources industry. All commodities that can
be classified as natural resources may be considered
for investment purposes, including, but not limited
to, minerals, metals, petroleum, forestry and
industries that derive their value from natural
resources, such as run-of-river power generation and
wind power generation, and technologies that are used
in the natural resources sector such as drilling and
surveillance.
Investment Types: Equity, debt, royalties, income and commodity streams,
derivatives and any other investment structures or
instruments that could be acquired or created.
Commodities: All commodities that comprise natural resources. Such
commodities may include, but are not limited to,
precious metals, base metals, ferrous metals, non-
ferrous metals, industrial metals, non-industrial
metals, agricultural minerals, industrial minerals,
other minerals, oil, gas, water and forestry products.
Jurisdictions: Preference will be given to first world countries but
all countries are permissible depending on the risk
assessment of the Board and Management at the time the
investment is made and the risk-reward relationship
associated with each investment in a particular
jurisdiction.
Investment Size: Unlimited, which may result in the Company holding a
control position in a target corporation or possibly
requiring future equity or debt financings to raise
money for specific investments.
Investment Timeline: Not limited.
Investment Targets: Direct project investments either through direct
equity in a project, or through a derivative interest
such as a royalty, stream or other derivative
facility.
Investments in public or private corporations,
partnership or other legal entities that own, or
propose to own, natural resource assets or derivatives
of natural resource assets.
Distressed situations where a change of management or
other re-structuring is required to realize the value
of the asset.
Activist investing where shareholder value is being
adversely affected by a corporation's current board
and management.
Investment Review: Will seek to maintain the ability to actively review
and revisit all of investments on an ongoing basis.
Liquidity: Will evaluate the liquidity of investments and seek to
realize value from same in a prudent and orderly
fashion.
Composition of Investment Portfolio
The nature and timing of the Company's investments will depend, in part, on
available capital at any particular time and the investment opportunities
identified and available to the Company.
Subject to the availability of capital, the Company intends to create a
diversified portfolio of investments. The composition of its investment
portfolio will vary over time depending on its assessment of a number of factors
including the performance of financial markets and credit risk.
Investment
Kobex has completed a $5 million private placement purchase of 1,000,000 shares
of Mountain Province Diamonds Inc. This investment was not, and future
investments by Kobex will not be, subject to TSX-V approval unless it is a
non-arm's length transaction, involves the issuance of securities by Kobex or
more than 50% of its working capital or management time. Kobex has approximately
$28 million in working capital available for future investments.
Shareholder Approval
The Proposed COB requires the approval of the shareholders of the Company. The
Company has scheduled a meeting of its shareholders on July 21, 2014 (the
"Meeting") to obtain this approval. A majority of shareholders present at the
Meeting must approve the Proposed COB for it to proceed.
Further information regarding the Meeting and the Proposed COB will be contained
in the management information circular (the "Circular") to be prepared and
mailed to the Company's shareholders in respect of the Meeting. A copy of the
Circular will also be posted on the Company's website and filed on SEDAR.
Name Change
In connection with the Proposed COB, the Company anticipates changing its name
to "Kobex Capital Corp." or such other name as the Board may determine is
appropriate. Approval of any change of name of the Company is subject to
approval of the Company's shareholders at the Meeting.
Sale of Mineral Exploration Properties
The Board of Directors of the Company has approved the sale, subject to the
execution of a definitive agreement, of the Company's two mineral exploration
properties (Mel property and Barb property in the Yukon Territory) for $200,000
cash, 1% net smelter return ("NSR") royalty and the right of the purchaser to
repurchase the NSR royalty for $1 million. It is anticipated that the sale will
be completed prior to the end of June, 2014.
Other Information
Completion of the Proposed COB is subject to a number of conditions, including
TSX-V acceptance and shareholder approval. The transaction cannot close until
the required shareholder approval is obtained.
There can be no assurance that the Proposed COB will be completed as proposed or
at all.
Investors are cautioned that, except as disclosed in the Circular to be prepared
in connection with the Proposed COB any information released or received with
respect to the Proposed COB may not be accurate or complete and should not be
relied upon. Trading in the securities of the Company should be considered
highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
Proposed COB and has neither approved nor disapproved the contents of this press
release.
On behalf of
KOBEX MINERALS INC.
Philip du Toit, President & CEO
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM
IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Caution Regarding Forward-Looking Statements - This news release contains
certain forward-looking statements, including statements regarding the Proposed
COB. These statements are subject to a number of risks and uncertainties. Actual
results may differ materially from results contemplated by the forward-looking
statements. When relying on forward-looking statements to make decisions,
investors and others should carefully consider the foregoing factors and other
uncertainties and should not place undue reliance on such forward-looking
statements. The Company does not undertake to update any forward looking
statements, oral or written, made by itself or on its behalf, except as required
by applicable law.
FOR FURTHER INFORMATION PLEASE CONTACT:
Kobex Minerals Inc.
Phil du Toit
President and CEO
647-818-2920
Kobex Capital Corp. (TSXV:KXM)
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