-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OGQQR0tdK0/ZYJW7wPQVAqiZAeDhtAnKvWOMI+Fss7nMa32KFV7XDyPSwgMRThD7 8TNb+0j19YvV+uWhIO0LoQ== 0001193125-09-206074.txt : 20091009 0001193125-09-206074.hdr.sgml : 20091009 20091009111939 ACCESSION NUMBER: 0001193125-09-206074 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091009 DATE AS OF CHANGE: 20091009 GROUP MEMBERS: ARTHUR RICHARDS RULE GROUP MEMBERS: RESOURCE CAPITAL INVESTMENT CORPORATION GROUP MEMBERS: RULE FAMILY TRUST UDT 12/17/98 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMA EXPLORATION INC CENTRAL INDEX KEY: 0001102706 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51108 FILM NUMBER: 091113344 BUSINESS ADDRESS: STREET 1: 709-837 WEST HASTINGS STREET CITY: VANCOUVER BC V6C 3N6 STATE: A1 ZIP: V6C 3N6 BUSINESS PHONE: 6046871928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXPLORATION CAPITAL PARTNERS 2006 L P CENTRAL INDEX KEY: 0001382015 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7770 EL CAMINO BLVD CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: 800-611-0827 MAIL ADDRESS: STREET 1: 7770 EL CAMINO BLVD CITY: CARLSBAD STATE: CA ZIP: 92009 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 5 TO SCHEDULE 13G Amendment No. 5 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Kobex Minerals Inc. (formerly IMA Exploration Inc.)

(Name of Issuer)

 

 

Common Shares without par value

(Title of Class of Securities)

 

 

49989C 10 5

(CUSIP Number)

 

 

September 30, 2009

(Date of Event which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 


CUSIP No. 49989C 10 5     Page 2 of 11

 

  1   

NAME OF REPORTING PERSON

    Exploration Capital Partners 2006 Limited Partnership

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    20-5274358

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    California

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    6,107,644

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    6,107,644

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,107,644

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    13.3%

12

 

TYPE OF REPORTING PERSON

 

    PN

 


CUSIP No. 49989C 10 5     Page 3 of 11

 

  1   

NAME OF REPORTING PERSON

    Resource Capital Investment Corporation

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    88-0384205

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Nevada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    6,383,893

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    6,383,893

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,383,893

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    13.9%

12

 

TYPE OF REPORTING PERSON

 

    CO

 


CUSIP No. 49989C 10 5     Page 4 of 11

 

  1   

NAME OF REPORTING PERSON

    Rule Family Trust udt 12/17/98

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Not Applicable

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    California

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    6,383,893

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    6,383,893

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,383,893

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    13.9%

12

 

TYPE OF REPORTING PERSON

 

    OO

 


CUSIP No. 49989C 10 5     Page 5 of 11

 

  1   

NAME OF REPORTING PERSON

    Arthur Richards Rule

 

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Not Applicable

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    California

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    6,383,893

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    6,383,893

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,383,893

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    13.9%

12

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 49989C 10 5     Page 6 of 11

Explanatory Note:

On September 30, 2009, IMA Exploration Inc. (“IMA”), Kobex Resources Ltd. (“Kobex”) and International Barytex Resources Ltd. (“Barytex”) completed a business combination (the “Transaction”) pursuant to which, inter alia, all of the issued and outstanding common shares of Kobex and Barytex at the effective time were exchanged for IMA common shares on the following basis: (i) 1.311 IMA common shares for each Kobex common share; and (ii) 0.221 IMA common shares for each Barytex common share. Following the completion of the Transaction, the common shares of IMA were consolidated on a basis of 2.4 old shares for one new share (the “Share Consolidation”), and IMA’s name was changed to “Kobex Minerals Inc.”.

As previously reported on the Schedule 13G, prior to the Transaction, Exploration Capital 2006 was the direct beneficial owner of 10,094,100 common shares of IMA. (Capitalized terms used but not defined herein have the meanings as set forth below.) Exploration Capital 2006 also was the direct beneficial owner of 3,481,000 common shares of Kobex. Following the completion of the Transaction and the Share Consolidation, Exploration Capital 2006 is the direct beneficial owner of 6,107,644 Common Shares of the Issuer. In addition, Exploration Capital Partners 2008 Limited Partnership (“Exploration Capital 2008”), which is not a Reporting Person herein, had been the direct beneficial owner of 3,000,000 common shares of Barytex and, as a result of the Transaction and the Share Consolidation, Exploration Capital 2008 is now the direct beneficial owner of 276,249 Common Shares of the Issuer.

Accordingly, the Statement on Schedule 13G, dated June 22, 2007, filed by Exploration Capital 2006, the Trust, Mr. Rule (all as defined in Item 2 below) and Resource Investment Management Corporation (“RIMC”), as amended by Amendment No. 1 dated February 7, 2008, Amendment No. 2 dated September 12, 2008, Amendment No. 3 dated October 30, 2008 and Amendment No. 4 dated February 6, 2009 (as amended, the “Schedule 13G”), is hereby amended and restated in its entirety to read as follows.

 

Item 1(a). Name of Issuer:

Kobex Minerals Inc. (formerly IMA Exploration Inc.)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

#709-837 West Hastings Street

Vancouver, British Columbia, Canada V6C 3N6

Item 2

(a). - (c). Name, Principal Business Address and Citizenship of Persons Filing:

 

  (1) Exploration Capital Partners 2006 Limited Partnership (“Exploration Capital 2006”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: California

 

  (2) Resource Capital Investment Corporation (“RCIC”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: Nevada

 

  (3) Rule Family Trust udt 12/17/98 (the “Trust”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: California


CUSIP No. 49989C 10 5     Page 7 of 11

 

  (4) Arthur Richards Rule (“Mr. Rule”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: California

 

Item 2(d). Title of Class of Securities: Common Shares without par value (the “Common Shares”)

 

Item 2(e). CUSIP Number: 49989C 10 5

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) / / Broker or dealer registered under Section 15 of the Exchange Act.

(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.

(c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d) / / Investment company registered under Section 8 of the Investment Company Act.

(e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j) / / A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(k) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

____________

Not Applicable


CUSIP No. 49989C 10 5     Page 8 of 11

 

Item 4. Ownership.

The information in items 1 and 5 through 11 on the cover pages (pp. 2-5) on Schedule 13G is hereby incorporated by reference.

This Statement is filed by (i) Exploration Capital 2006, as the direct beneficial owner of 6,107,644 Common Shares of the Issuer; (ii) by virtue of its position as General Partner of Exploration Capital 2006 and of Exploration Capital 2008, the direct beneficial owner of 276,249 Common Shares of the Issuer (see Explanatory Note above), by RCIC; (iii) by virtue of its indirect ownership and control of Exploration Capital 2006 and Exploration Capital 2008 (as owner of 100% of RCIC) by the Trust; and (iv) by virtue of his positions with RCIC and ownership interest in the Trust, as described in the following sentence, by Mr. Rule. Mr. Rule is President and a Director of RCIC and, with his wife, is co-Trustee of the Trust, which owns 100% of RCIC.

 

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable

 

Item 9. Notice of Dissolution of Group.

Not Applicable

 

Item 10. Certification.

By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 49989C 10 5     Page 9 of 11

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: October 8, 2009     Exploration Capital Partners 2006 Limited Partnership
    By:   Resource Capital Investment Corporation, its
general partner
    By:   /S/    GRETCHEN CARTER        
        Gretchen Carter, Secretary/Treasurer

 

 

Date: October 8, 2009     Resource Capital Investment Corporation
    By:   /S/    GRETCHEN CARTER        
        Gretchen Carter, Secretary/Treasurer

 

 

Date: October 8, 2009     Rule Family Trust udt 12/17/98
    By:   Arthur Richards Rule, Trustee
    By:   /S/    GRETCHEN CARTER        
        Gretchen Carter, Attorney-in-Fact

 

Date: October 8, 2009     Arthur Richards Rule, individually
    By:   /S/    GRETCHEN CARTER        
        Gretchen Carter, Attorney-in-Fact


EXHIBIT 1

AGREEMENT TO FILE JOINTLY

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Shares of Kobex Minerals Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

Date: October 8, 2009     Exploration Capital Partners 2006 Limited Partnership
    By:   Resource Capital Investment Corporation, its
general partner
    By:   /S/    GRETCHEN CARTER        
        Gretchen Carter, Secretary/Treasurer

 

 

Date: October 8, 2009     Resource Capital Investment Corporation
    By:   /S/    GRETCHEN CARTER        
        Gretchen Carter, Secretary/Treasurer

 

 

Date: October 8, 2009     Rule Family Trust udt 12/17/98
    By:   Arthur Richards Rule, Trustee
    By:   /S/    GRETCHEN CARTER        
        Gretchen Carter, Attorney-in-Fact

 

Date: October 8, 2009     Arthur Richards Rule, individually
    By:   /S/    GRETCHEN CARTER        
        Gretchen Carter, Attorney-in-Fact


EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints JEFFREY HOWARD and GRETCHEN CARTER, and each of them, his true and lawful attorneys-in-fact and agents with full power to sign for the undersigned and in the name, place and stead of the undersigned, in any and all capacities, any report required to be filed with the Securities and Exchange Commission pursuant to either Section 13 or 16 of the Securities Exchange Act of 1934 and any successor or alternate provisions thereto (the “Exchange Act”) of securities of all entities in which the undersigned may, from time to time, have direct or indirect ownership interests, on, without limitation, Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 or any other such schedules or forms as may be designated by the Securities and Exchange Commission for such purpose, and any and all amendments thereto and any and all exhibits and other documents necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents, and each of them, full power of substitution and revocation in the premises, and generally to do and perform each and every act and thing which said attorneys-in-fact and agents, and each of them, may deem necessary or advisable to facilitate compliance with the provisions of said sections of the Exchange Act, and all regulations of the Securities and Exchange Commission thereunder, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or any substitute or substitutes for any or all of them, may do or cause to be done by virtue of these presents.

IN WITNESS WHEREOF, the undersigned have hereunto executed this Power of Attorney this 22nd day of October, 2004.

 

/S/    ARTHUR RICHARDS RULE        
Arthur Richards Rule
RULE FAMILY TRUST U/D/T 12/17/98
By:   /S/    ARTHUR RICHARDS RULE        
  Arthur Richards Rule, as trustee
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