|By Marketwired .||
|June 13, 2014 03:21 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 06/13/14 -- 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.
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.
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.
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.
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.
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.
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.
Kobex Minerals Inc.
Phil du Toit
President and CEO
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