UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 6-K/A
                                 AMENDMENT NO 1

    REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934


                        For the month of MAY, 2005.

                        Commission File Number: 0-30464


                              IMA EXPLORATION INC.
--------------------------------------------------------------------------------
                 (Translation of registrant's name into English)


  #709 - 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6, Canada
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


Indicate by check mark whether the registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F:   FORM 20-F  [X]   FORM 40-F  [ ]

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this Form,  is also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf of the
undersigned, thereunto duly authorized.

                                           IMA EXPLORATION INC.
                                           -------------------------------------

Date:   MAY 5, 2005                        /s/ Joseph Grosso
     ------------------------------        -------------------------------------
                                           Joseph Grosso,
                                           President & CEO




                              IMA EXPLORATION INC.
                         709 - 837 West Hastings Street
                             Vancouver, B.C. V6C 3N6


                NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS


NOTICE IS HEREBY GIVEN that an annual  general  meeting (the  "Meeting")  of the
shareholders (the  "Shareholders")  of IMA Exploration Inc. (the "Company") will
be held in The  Garibaldi  Room at the Four  Seasons  Hotel,  791  West  Georgia
Street,  Vancouver,  British Columbia, on Thursday, June 23, 2005 at the hour of
12:30 P.M. (Vancouver time), for the following purposes:

        1.    To receive the report of the directors;

        2.    To receive the audited financial statements of the Company for the
              fiscal year ended December 31, 2004 (with  comparative  statements
              relating to the preceding fiscal period) together with the related
              Management  Discussion  and  Analysis  and report of the  Auditors
              thereon;

        3.    To determine the number of directors at seven (7);

        4.    To elect directors;

        5.    To re-appoint auditors and to authorize the directors to fix their
              remuneration;

        6.    To consider, and if thought fit, to pass an ordinary resolution to
              ratify,  confirm  and approve  IMA's  stock  option plan which was
              approved by the  shareholders  of IMA on June 24, 2004,  and which
              makes a total of 10% of the issued and  outstanding  shares of IMA
              available for issuance thereunder; and

        7.    To transact  such other  business as may properly  come before the
              Meeting, or any adjournment or adjournments thereof.

Accompanying  this Notice of Meeting is a  Management  Information  Circular and
form of proxy for the  Shareholders.  The  accompanying  Management  Information
Circular  provides  information  relating to the matters to be  addressed at the
Meeting and is incorporated into this Notice.

Securityholders  are  entitled  to vote at the  Meeting  either  in person or by
proxy. Those  Securityholders who are unable to attend the Meeting in person are
requested  to read,  complete,  sign and  mail  the  enclosed  forms of Proxy in
accordance with the  instructions  set out in the Proxy and the Management Proxy
Circular  accompanying  this  Notices.  Please  advise IMA of any change in your
mailing address. A proxy will not be valid unless the completed form of proxy is
received by Computershare Trust Company of Canada, Attention:  Proxy Department,
9th  Floor,  100  University  Avenue,  Toronto,  Ontario  M5J 2Y1,  or by fax at
1-866-249-7775  not  less  than  48  hours  (excluding  Saturdays,  Sundays  and
holidays) before the time for holding the Meeting or any adjournment thereof.

DATED at Vancouver, British Columbia on May 5, 2005.

                       By Order of the Board of Directors

                                /s/ JOSEPH GROSSO
                                  Joseph Grosso
                      President and Chief Executive Officer






                              IMA EXPLORATION INC.
                                 (THE "COMPANY")

                      SUITE 709 - 837 WEST HASTINGS STREET
                           VANCOUVER, BRITISH COLUMBIA
                                 CANADA V6C 3N6

                              INFORMATION CIRCULAR
                   (Containing information as at May 5, 2005)


SOLICITATION OF PROXIES

THIS  INFORMATION  CIRCULAR IS FURNISHED IN CONNECTION WITH THE  SOLICITATION OF
PROXIES BY THE MANAGEMENT OF THE COMPANY FOR USE AT THE ANNUAL  GENERAL  MEETING
OF SHAREHOLDERS OF THE COMPANY (AND ANY ADJOURNMENT  THEREOF) (THE "MEETING") TO
BE HELD ON  THURSDAY,  JUNE 23, 2005 AT THE TIME AND PLACE AND FOR THE  PURPOSES
SET FORTH IN THE ACCOMPANYING  NOTICE OF MEETING.  While it is expected that the
solicitation will be primarily by mail,  proxies may be solicited  personally or
by telephone by the regular  employees of the Company at nominal cost. All costs
of solicitation by management will be borne by the Company.

THE CONTENTS AND THE SENDING OF THIS INFORMATION  CIRCULAR HAVE BEEN APPROVED BY
THE DIRECTORS OF THE COMPANY.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals  named in the  accompanying  form of proxy are Directors  and/or
Officers of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO
NEED NOT BE A  SHAREHOLDER)  TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO
SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE  ACCOMPANYING
FORM OF PROXY  AND  INSERTING  THE  DESIRED  PERSON'S  NAME IN THE  BLANK  SPACE
PROVIDED IN THE FORM OF PROXY OR BY  COMPLETING  ANOTHER FORM OF PROXY.  A proxy
will  not  be  valid  unless  the  completed   form  of  proxy  is  received  by
Computershare Trust Company of Canada, Attention:  Proxy Department,  9th Floor,
100 University Avenue,  Toronto,  Ontario, M5J 2Y1, or by fax at 1-866-249-7775,
(the "Transfer Agent") not less than 48 hours (excluding Saturdays,  Sundays and
holidays) before the time for holding the Meeting or any adjournment thereof, or
delivered  to the  Chairman  of the  Meeting  prior to the  commencement  of the
Meeting.

A  shareholder  who has given a proxy may revoke it by an  instrument in writing
executed by the  shareholder or by his attorney  authorized in writing or, where
the shareholder is a corporation,  by a duly  authorized  officer or attorney of
the  corporation,  and  delivered to the  registered  and records  office of the
Company,  at 709 - 837 West Hastings Street,  Vancouver,  British Columbia,  V6C
3N6, at any time up to and  including the last business day preceding the day of
the Meeting or if adjourned,  any reconvening thereof, or to the Chairman of the
Meeting on the day of the Meeting or, if adjourned,  any reconvening  thereof or
in any other manner provided by law. A revocation of a proxy does not affect any
matter on which a vote has been taken prior to the revocation.

ADVICE TO BENEFICIAL SHAREHOLDERS

ONLY  REGISTERED  SHAREHOLDERS OR DULY APPOINTED  PROXYHOLDERS  ARE PERMITTED TO
VOTE AT THE MEETING. SHAREHOLDERS WHO DO NOT HOLD THEIR SHARES IN THEIR OWN NAME
(REFERRED TO HEREIN AS "BENEFICIAL  SHAREHOLDERS") ARE ADVISED THAT ONLY PROXIES
FROM  SHAREHOLDERS  OF  RECORD  CAN BE  RECOGNIZED  AND  VOTED  AT THE  MEETING.
Beneficial  Shareholders  who  complete and return an  instrument  of proxy must
indicate  thereon the person (usually a brokerage  house) who holds their shares
as a registered  Shareholder.  Every  intermediary  (broker) has its own mailing
procedure,  and provides its own return instructions,  which should be carefully
followed.  The  instrument  of proxy  supplied  to  Beneficial  Shareholders  is
identical to that provided to registered  Shareholders.  However, its purpose is
limited to instructing  the registered  Shareholder how to vote on behalf of the
beneficial Shareholder.



                                      -2-


If common shares are listed in an account statement provided to a Shareholder by
a broker,  then in almost all cases those shares will not be  registered in such
Shareholder's  name on the records of the Company.  Such shares will more likely
be  registered  under the name of the  Shareholder's  broker or an agent of that
broker.  In Canada,  the vast majority of such shares are  registered  under the
name of CDS & Co.  (the  registration  name  for  The  Canadian  Depository  for
Securities,  which company acts as nominee for many Canadian  brokerage  firms).
Common  shares  held by  brokers  or their  nominees  can only be voted  (for or
against  resolutions)  upon  the  instructions  of the  Beneficial  Shareholder.
Without  specific  instructions,  brokers/nominees  are  prohibited  from voting
shares for their clients.  The directors and officers of the Company do not know
for whose  benefit  the common  shares  registered  in the name of CDS & Co. are
held.

In accordance with National  Instrument  54-101 - Communication  with Beneficial
Owners of Securities of a Reporting Issuer,  the Company has distributed  copies
of the  Notice  of  Meeting,  this  Information  Circular  and the  Proxy to the
clearing  agencies and  intermediaries  for onward  distribution  to  Beneficial
Shareholders.  Applicable regulatory policy requires  intermediaries/brokers  to
seek  voting   instructions   from   Beneficial   Shareholders   in  advance  of
Shareholders'  meetings unless the Beneficial  Shareholders has waived the right
to receive  meeting  materials.  Every  intermediary/broker  has its own mailing
procedures and provides its own return  instructions,  which should be carefully
followed by Beneficial  Shareholders in order to ensure that their common shares
are voted at the  Meeting.  Often  the form of proxy  supplied  to a  Beneficial
Shareholder  by its broker is  identical  to the form of proxy  provided  by the
Company  to the  registered  Shareholders.  However,  its  purpose is limited to
instructing  the registered  Shareholder how to vote on behalf of the Beneficial
Shareholder should a beneficial  Shareholder  receiving such a form wish to vote
at the Meeting,  the beneficial  Shareholder  should strike out the names of the
Management   Proxyholders   named  in  the  form  and  insert   the   beneficial
Shareholder's  name in the blank provided and return the materials to the broker
as directed.

The majority of brokers now delegate  responsibility for obtaining  instructions
from clients to Independent ADP Investor  Communications  Services ("ADP").  ADP
typically applies a special sticker to the proxy forms, mails those forms to the
Beneficial  Shareholders  and asks  Beneficial  Shareholders to return the proxy
forms to ADP. ADP then  tabulates the results of all  instructions  received and
provides appropriate  instructions  respecting the voting of common shares to be
represented at the Meeting. A BENEFICIAL  SHAREHOLDER  RECEIVING A PROXY WITH AN
ADP  STICKER ON IT CANNOT USE THAT PROXY TO VOTE COMMON  SHARES  DIRECTLY AT THE
MEETING - THE PROXY MUST BE  RETURNED  TO ADP WELL IN ADVANCE OF THE  MEETING IN
ORDER TO HAVE THE COMMON SHARES VOTED.  All references to  Shareholders  in this
Information  Circular  and the  accompanying  Instrument  of Proxy and Notice of
Meeting are to Shareholders of record unless specifically stated otherwise.

"THERE ARE TWO KINDS OF BENEFICIAL OWNERS - THOSE WHO OBJECT TO THEIR NAME BEING
MADE  KNOWN  TO THE  ISSUERS  OF  SECURITIES  WHICH  THEY OWN  (CALLED  OBOS FOR
OBJECTING  BENEFICIAL  OWNERS) AND THOSE WHO DO NOT OBJECT TO THE ISSUERS OF THE
SECURITIES  THEY OWN  KNOWING  WHO  THEY ARE  (CALLED  NOBOS  FOR  NON-OBJECTING
BENEFICIAL  OWNERS).  UP UNTIL SEPTEMBER 2002,  ISSUERS (INCLUDING THE DIRECTORS
AND  OFFICERS OF THE  CORPORATION)  HAD NO  KNOWLEDGE  OF THE IDENTITY OF ANY OF
THEIR  BENEFICIAL  OWNERS  INCLUDING NOBOS ,SUBJECT TO THE PROVISION OF NATIONAL
INSTRUMENT  54-101,  COMMUNICATION  WITH  BENEFICIAL  OWNERS  OF  SECURITIES  OF
REPORTING  ISSUERS,  HOWEVER  AFTER  SEPTEMBER 1, 2002 ISSUERS COULD REQUEST AND
OBTAIN A LIST OF THEIR  NOBOS FROM  INTERMEDIARIES  VIA THEIR  TRANSFER  AGENTS.
PRIOR TO SEPTEMBER  1, 2004  ISSUERS  COULD OBTAIN THIS NOBO LIST AND USE IT FOR
SPECIFIC PURPOSES  CONNECTED WITH THE AFFAIRS OF THE CORPORATION  EXCEPT FOR THE
DISTRIBUTION OF PROXY-RELATED MATERIALS DIRECTLY TO NOBOS. THIS WAS STAGE ONE OF
THE IMPLEMENTATION OF THE INSTRUMENT.  EFFECTIVE FOR SHAREHOLDER MEETINGS TAKING
PLACE ON OR AFTER  SEPTEMBER  1, 2004  ISSUERS CAN OBTAIN AND USE THIS NOBO LIST
FOR  DISTRIBUTION OF  PROXY-RELATED  MATERIALS  DIRECTLY (NOT VIA ADP) TO NOBOS.
THIS IS STAGE TWO OF THE IMPLEMENTATION OF THE INSTRUMENT.


                                      -3-


THIS YEAR, THE CORPORATION HAS DECIDED TO TAKE ADVANTAGE OF THOSE  PROVISIONS OF
NATIONAL  INSTRUMENT  54-101 THAT PERMIT IT TO  DIRECTLY  DELIVER  PROXY-RELATED
MATERIALS  TO ITS NOBOS.  AS A RESULT  NOBOS CAN  EXPECT TO RECEIVE A  SCANNABLE
VOTING  INSTRUCTION  FORM (VIF) FROM OUR  TRANSFER  AGENT,  COMPUTERSHARE  TRUST
COMPANY OF CANADA (OR COMPUTERSHARE  INVESTOR SERVICES INC AS THE CASE MIGHT BE)
"COMPUTERSHARE". THESE VIFS ARE TO BE COMPLETED AND RETURNED TO COMPUTERSHARE IN
THE ENVELOPE PROVIDED OR BY FACSIMILE. IN ADDITION,  COMPUTERSHARE PROVIDES BOTH
TELEPHONE  VOTING AND  INTERNET  VOTING AS  DESCRIBED  ON THE VIF  ITSELF  WHICH
CONTAIN COMPLETE  INSTRUCTIONS.  COMPUTERSHARE  WILL TABULATE THE RESULTS OF THE
VIFS  RECEIVED  FROM  NOBOS AND WILL  PROVIDE  APPROPRIATE  INSTRUCTIONS  AT THE
MEETING WITH RESPECT TO THE SHARES REPRESENTED BY THE VIFS THEY RECEIVE."

VOTING OF PROXIES

Shares  represented by properly executed proxies in favour of persons designated
in the  enclosed  form of proxy WILL BE VOTED FOR ALL  MATTERS TO BE VOTED ON AT
THE MEETING AS SET OUT IN THIS  INFORMATION  CIRCULAR OR WITHHELD FROM VOTING IF
SO INDICATED ON THE FORM OF PROXY.

The shares  represented by proxies will, on any poll where a choice with respect
to any matter to be acted upon has been specified in the form of proxy, be voted
in accordance with the specification made.

SUCH SHARES WILL ON A POLL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE
HAS BEEN SPECIFIED BY THE SHAREHOLDER.
The enclosed form of proxy when properly completed and delivered and not revoked
confers  discretionary  authority upon the person  appointed proxy thereunder to
vote with respect to  amendments  or  variations  of matters  identified  in the
Notice of Meeting,  and with respect to other  matters  which may properly  come
before  the  Meeting.  In the event that  amendments  or  variations  to matters
identified in the Notice of Meeting are properly  brought  before the Meeting or
any further or other business is properly brought before the Meeting,  it is the
intention of the persons  designated  in the  enclosed  form of proxy to vote in
accordance with their best judgement on such matters or business. At the time of
the printing of this Information  Circular,  the management of the Company knows
of no such  amendment,  variation  or other matter which may be presented to the
Meeting.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth in this  Information  Circular,  no  director  or senior
officer of the Company nor any  proposed  nominee for  election as a director of
the Company,  nor any  associate or affiliate of any of the  foregoing,  has any
material  interest,  directly or indirectly,  by way of beneficial  ownership of
securities or otherwise,  in any matter to be acted upon other than the election
of directors or the appointment of auditors.  Directors and senior officers may,
however,  be  interested in the general  authorization  granted to the directors
with respect to "Stock Options to Insiders" as detailed herein.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Issued and Outstanding:               45,479,724 Common shares without par value
Authorized Capital:                   Unlimited Common shares without par value

Only  shareholders  of record at the close of business on May 5, 2005 which is a
day that is no fewer  than  thirty  days prior to the date of the  Meeting  (the
"Record  Date") who either  personally  attend the Meeting or who have completed
and  delivered  a form of proxy in the  manner  and  subject  to the  provisions
described  above shall be entitled to vote or to have their  shares voted at the
Meeting.

Each shareholder is entitled to one vote for each common share registered in his
name on the list of  shareholders,  which is  available  for  inspection  during
normal business hours at the Transfer Agent and at the Meeting.



                                      -4-


To the knowledge of the directors and senior officers of the Company,  no person
or company  beneficially  own,  directly or  indirectly  or exercise  control or
direction  over,  shares carrying more than 10% of the voting rights attached to
all outstanding shares of the Company.

ELECTION OF DIRECTORS

The Board of Directors  presently consists of seven directors and it is intended
to determine  the number of directors at seven and to elect seven  directors for
the ensuing year.

The term of office of each of the present directors expires at the Meeting.  The
persons   named  below  will  be  presented  for  election  at  the  Meeting  as
management's  nominees and the persons named in the  accompanying  form of proxy
intend  to vote  for  the  election  of  these  nominees.  Management  does  not
contemplate  that any of these  nominees  will be unable to serve as a director.
Each  director  elected will hold office until  his/her  successor is elected or
appointed,  unless  his/her  office is earlier  vacated in  accordance  with the
Articles of the Company, or with the provisions of the Business Corporations Act
( British Columbia).

In the  following  table and notes  thereto  is stated  the name of each  person
proposed to be nominated by management  for election as a director,  the country
in which he/she is ordinarily  resident,  all offices of the Company now held by
him/her,  his/her principal occupation,  the period of time for which he/she has
been a  director  of the  Company,  and the  number  of  shares  of the  Company
beneficially  owned by him/her,  directly or  indirectly,  or over which  he/she
exercises control or direction, as at the date hereof.




-----------------------------------------------------------------------------------------------------------------
                                             PRINCIPAL OCCUPATION AND IF                                NO. OF
                                             NOT AT PRESENT AN ELECTED                              COMMON SHARES
                                             DIRECTOR, OCCUPATION DURING THE        DIRECTOR         BENEFICIALLY
NAME, POSITION AND COUNTRY OF RESIDENCE(1)   PAST FIVE YEARS(1)                      SINCE             HELD(2)
-----------------------------------------------------------------------------------------------------------------
                                                                                             

GERALD D. CARLSON                            President and director of Copper         1999                 47,500
Chairman and Director                        Ridge  Exploration  Inc., a public
Canada                                       British Columbia mineral exploration
                                             company from March 1999 to present.
-----------------------------------------------------------------------------------------------------------------

JOSEPH GROSSO                                Director and officer of IMA since        1990              1,217,675
President, Chief Executive Officer and       February 1990;  President of Oxbow
Director                                     International  Marketing  Corp., a
Canada                                       private BC company.
-----------------------------------------------------------------------------------------------------------------

ART LANG(3)                                  Chief  Financial  Officer  of  IMA       2004                    Nil
Chief Financial Officer, Vice-President      since  April 2,  2004;  Consultant
and Director                                 providing   financial   management
Canada                                       services to various  clients  from
                                             1999 to March 2004.
-----------------------------------------------------------------------------------------------------------------

ROBERT STUART (TOOKIE) ANGUS(3)              Managing Director, Mergers and           2003                   Nil
Director                                     Acquisitions, Endeavour Financial
Canada                                       Ltd., November 2003 to present;
                                             Partner in law firm, Fasken Martineau 
                                             DuMoulin LLP from February 2001 to 
                                             October 2003; Partner in law firm,
                                             Stikeman Elliott from 1998 to 2001.
-----------------------------------------------------------------------------------------------------------------




                                      -5-






-----------------------------------------------------------------------------------------------------------------
                                             PRINCIPAL OCCUPATION AND IF                                NO. OF
                                             NOT AT PRESENT AN ELECTED                              COMMON SHARES
                                             DIRECTOR, OCCUPATION DURING THE        DIRECTOR         BENEFICIALLY
NAME, POSITION AND COUNTRY OF RESIDENCE(1)   PAST FIVE YEARS(1)                      SINCE             HELD(2)
-----------------------------------------------------------------------------------------------------------------
                                                                                             

CHET IDZISZEK(3)                             President,  CEO  and  director  of       2003                175,900
Director                                     Madison   Enterprises  Corp.  from
Canada                                       1993 to  present;  President,  CEO
                                             and  director of Adrian  Resources
                                             Ltd. from June 1990 to present.
-----------------------------------------------------------------------------------------------------------------

DAVID TERRY                                  Vice  President,  Exploration  for       2004                  2,000
Director                                     Amera Resources  Corporation  from
Canada                                       March  2004 to  present;  Regional
                                             geologist  with the BC  Ministry of
                                             Energy and Mines in  Cranbrook,  BC
                                             from  May   2001  to  March   2004;
                                             Project   Geologist   with  Boldien
                                             Limited prior to May 2001.
-----------------------------------------------------------------------------------------------------------------

DAVID HORTON(3)                              Senior      Vice-President      of       2004                    Nil
Director                                     Canaccord   Capital    Corporation
Canada                                       from 1996 to present.
-----------------------------------------------------------------------------------------------------------------


NOTES:

(1)  The  information as to country of residence and principal  occupation,  not
     being  within the  knowledge  of the  Company,  has been  furnished  by the
     respective directors individually.
(2)  The  information as to shares  beneficially  owned or over which a director
     exercises  control or  direction,  not being  within the  knowledge  of the
     Company, has been furnished by the respective directors individually.
(3)  Denotes member of Audit Committee.

STATEMENT OF EXECUTIVE COMPENSATION

The Company is required,  under applicable securities  legislation in Canada, to
disclose to its shareholders  details of compensation  paid to its directors and
officers.  The  following  fairly  reflects all material  information  regarding
compensation  paid  by  the  Company  to  its  directors  and  officers,   which
information has been disclosed to the Company's  shareholders in accordance with
applicable Canadian law.

EXECUTIVE COMPENSATION

Summary Compensation Table

Named  Executive  Officers  mean the  Chief  Executive  Officer  ("CEO")  of the
Company, regardless of the amount of compensation of that individual and each of
the Company's four most highly compensated  executive  officers,  other than the
CEO,  who were  serving  as  executive  officers  at the end of the most  recent
financial  year. In addition,  disclosure  is also  required for any  individual
whose total salary and bonus during the most recent  financial year was at least
$100,000,  whether  or not  they  were an  executive  officer  at the end of the
financial year.

During the Company's last completed  financial year ended December 31, 2004, the
Company had one Named Executive Officer, Mr. Joseph Grosso.




                                      -6-



The  following  table   (presented  in  accordance  with  the  regulations  (the
"Regulations")  made under the Securities Act (British Columbia)) sets forth all
annual and long term  compensation for services in all capacities to the Company
for the financial  years ended  December 31, 2004,  2003 and 2002 (to the extent
required by the Regulations) in respect of the Named Executive Officer:



                                                                    ---------------------------------------
                                                                             LONG TERM COMPENSATION
                                  ------------------------------    ---------------------------------------
                                      ANNUAL COMPENSATION                     AWARDS                PAYOUTS
                                  ------------------------------    ----------------------------    -------    ---------
                                                         OTHER                       RESTRICTED
------------------                                       ANNUAL      SECURITIES      SHARES OR                 ALL OTHER
    NAME AND            ----                             COMPEN-    UNDER OPTIONS/   RESTRICTED      LTIP        COMPEN-
PRINCIPAL POSITION      YEAR      SALARY      BONUS      SATION     SARS GRANTED     SHARE UNITS    PAYOUTS      SATION
                                    ($)        ($)         ($)          (#)(1)            (#)         ($)          ($)
------------------      ----      ------------------------------    ----------------------------    -------    ---------
                                                                                         

Joseph Grosso           2004       102,000      Nil        Nil        150,000            Nil           Nil         Nil
President and CEO       2003       102,000      Nil        Nil        200,000            Nil           Nil         Nil
                        2002       102,000      Nil        Nil        500,000            Nil           Nil         Nil
------------------      ----      ------------------------------    ----------------------------    -------    ---------


NOTE:
(1)  Figures  represent options granted during a particular year; see "Aggregate
     Option" table for the aggregate number of options outstanding at year end.

Long Term Incentive Plan Awards

The Company does not have any long term incentive plan awards  ("LTIP")  defined
as "any  plan  providing  compensation  intended  to serve as an  incentive  for
performance  to occur  over a period  longer  than one  financial  year  whether
performance is measured by reference to financial  performance of the Company or
an affiliate,  or the price of the Company's  shares but does not include option
or SAR plans or plans for compensation through restricted shares or units."

Option/Stock  Appreciation  Right ("SAR") Grants and Repricings  During the Most
Recently Completed Financial Year

The following  table sets forth stock options  granted by the Company during the
financial  year ended  December 31, 2004 to the Named  Executive  Officer of the
Company:



------------------------------------------------------------------------------------------------------------------
                                                                                MARKET VALUE OF
                             SECURITIES       % OF TOTAL                          SECURITIES
                           UNDER OPTIONS   OPTIONS GRANTED     EXERCISE OR    UNDERLYING OPTIONS
                              GRANTED        IN FINANCIAL      BASE PRICE      ON DATE OF GRANT
NAME                            (#)            YEAR(1)       ($/SECURITY)(2)     ($/SECURITY)      EXPIRATION DATE
------------------------------------------------------------------------------------------------------------------
                                                                                   

Joseph Grosso                  150,000          10.47%             $3.10              $2.85         March 24, 2009
------------------------------------------------------------------------------------------------------------------



NOTES:
(1)  Percentage of all options granted during the financial year.
(2)  The exercise  price of stock  options was set according to the rules of the
     TSX Venture Exchange ("TSX Venture").



                                      -7-




Aggregated  Option Exercises During the Most Recently  Completed  Financial Year
and Financial Year-end Option/SAR Values

The following  table sets forth details of all exercises of stock options during
the financial  year ended December 31, 2004 by the Named  Executive  Officer(s),
and the financial year end value of unexercised options on an aggregated basis:




-----------------------------------------------------------------------------------------------------------------
                                                                     UNEXERCISED OPTIONS    VALUE OF UNEXERCISED
                                                                      AT FINANCIAL YEAR     IN THE MONEY OPTIONS
                               SECURITIES                                   END(3)          AT FINANCIAL YEAR END
                               ACQUIRED ON       AGGREGATE VALUE             (#)                  ($)(3)(4)
                               EXERCISE(1)         REALIZED(2)          EXERCISABLE/             EXERCISABLE/
NAME                               (#)                 ($)              UNEXERCISABLE            UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------
                                                                                    

JOSEPH GROSSO                      Nil                 Nil                 150,000                 $138,000
-----------------------------------------------------------------------------------------------------------------


NOTES:

(1)  Number of common  shares of the Company  acquired on the  exercise of stock
     options.
(2)  Calculated  using the closing  price of common shares of the Company on the
     TSX Venture.
(3)  As  freestanding  SARs have not been  granted,  the number of shares relate
     solely to stock options.
(4)  Value of  unexercised  in-the-money  options  calculated  using the closing
     price of common  shares of the Company on the TSX  Venture on December  31,
     2004 of $4.02 per share,  less the  exercise  price of  in-the-money  stock
     options.

Termination of Employment or Change of Control

Other than as described in the Summary  Compensation  Table,  the Company has no
plans or  arrangements  with  respect to  remuneration  received  or that may be
received by the Named  Executive  Officers  during the  Company's  most recently
completed  financial year or current financial year in view of compensating such
officers in the event of termination of employment (as a result of  resignation,
retirement, change of control, etc.) or a change in responsibilities following a
change of control,  where the value of such  compensation  exceeds  $100,000 per
executive officer.

DIRECTOR COMPENSATION

Cash Compensation

The Company  does not  compensate  its  directors in their  capacities  as such,
although  directors of the Company are reimbursed for their expenses incurred in
connection  with their services as directors.  The directors did not receive any
reimbursements during the financial year ended December 31, 2004.

Non-Cash Compensation

The following  table sets forth stock options  granted by the Company during the
financial  year ended  December 31, 2004 to the  directors who are not the Named
Executive Officer of the Company:



-----------------------------------------------------------------------------------------------------------------
                                            % OF TOTAL                        MARKET VALUE OF
                             SECURITIES       OPTIONS                            SECURITIES
                           UNDER OPTIONS    GRANTED IN       EXERCISE OR     UNDERLYING OPTIONS
                              GRANTED        FINANCIAL        BASE PRICE      ON DATE OF GRANT
NAME                            (#)           YEAR(1)       ($/SECURITY)(2)     ($/SECURITY)       EXPIRATION DATE
-----------------------------------------------------------------------------------------------------------------
                                                                                   

Directors as a group who      550,000            37%            $3.10              $2.85           March 24, 2009
are not Named Executive
Officers
-----------------------------------------------------------------------------------------------------------------


NOTES:
(1)  Percentage of all options granted during the financial year.
(2)  The exercise  price of stock  options was set according to the rules of the
     TSX Venture.



                                      -8-


The following  table sets forth details of all exercises of stock options during
the  financial  year ended  December 31, 2004 by the  directors  who are not the
Named  Executive  Officer,  and the  financial  year end  value  of  unexercised
options:




-----------------------------------------------------------------------------------------------------------------
                                                                                          VALUE OF UNEXERCISED IN
                                                                  UNEXERCISED OPTIONS AT     THE MONEY OPTIONS AT
                                                                  FINANCIAL YEAR END(3)       FINANCIAL YEAR END
                             SECURITIES                                    (#)                    ($)(3)(4)
                             ACQUIRED ON      AGGREGATE VALUE
                             EXERCISE(1)        REALIZED(2)            EXERCISABLE/              EXERCISABLE/
         NAME                    (#)                ($)               UNEXERCISABLE             UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------
                                                                                      

Directors as a group             Nil                Nil                  550,000                   $506,000
who are not Named
Executive Officers
-----------------------------------------------------------------------------------------------------------------


NOTES:

(1)  Number of common  shares of the Company  acquired on the  exercise of stock
     options.
(2)  Calculated  using the closing  price of common shares of the Company on the
     TSX Venture.
(3)  As  freestanding  SARs have not been  granted,  the number of shares relate
     solely to stock options.
(4)  Value of  unexercised  in-the-money  options  calculated  using the closing
     price of common  shares of the Company on the TSX  Venture on December  31,
     2004 of $4.02 per share,  less the  exercise  price of  in-the-money  stock
     options.

Defined Benefit or Actuarial Plan Disclosure

The Company  does not have any defined  benefit or  actuarial  plans under which
benefits  are  determined  primarily  by final  compensation  (or average  final
compensation) and years of service of the Named Executive Officer.

Performance Graph

The following  graph  compares the yearly  percentage  change in the  cumulative
total shareholder return on the common shares of the Company,  for the last five
years,  with the cumulative  total return of the S&P/TSX  composite  index.  The
common  share  trading  data is as reported by the TSX.  The value for each year
represents the closing price as of December 31 on that year.

[GRAPHIC OMITTED]

Omitted Graphic Information: $100 invested on December 31, 2000 with the S&P/TSX
Composite  Index compared to $100 invested on December 31, 2000 with the Company
is as follows:

Value as of:                    S&P/TSX Composite                 The Company

December 31, 2000                   $100.00                         $100.00
December 31, 2001                    $75.00                         $108.11
December 31, 2002                    $80.00                         $148.65
December 31, 2003                    $85.00                         $472.97
December 31, 2004                    $90.00                       $1,086.48



                                      -9-


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The  following  table  sets  forth  details  of  compensation  plans  during the
financial year ended December 31, 2004.




----------------------------------------------------------------------------------------------------------------------
                                                                                       NUMBER OF SECURITIES REMAINING
                           NUMBER OF SECURITIES TO BE                                   AVAILABLE FOR FUTURE ISSUANCE
                             ISSUED UPON EXERCISE OF     WEIGHTED-AVERAGE EXERCISE     UNDER EQUITY COMPENSATION PLANS
                            OUTSTANDING OPTIONS,        PRICE OF OUTSTANDING OPTIONS,       (EXCLUDING SECURITIES
                              WARRANTS AND RIGHTS       WARRANTS AND RIGHTS                 REFLECTED IN COLUMN (A))
                                                                                      

----------------------------------------------------------------------------------------------------------------------
Plan Category                             (a)                        (b)                                (c)
----------------------------------------------------------------------------------------------------------------------
Equity compensation                 1,347,500                      $1.89                          2,211,000
plans approved by
securityholders
----------------------------------------------------------------------------------------------------------------------
Equity compensation                       N/A                        N/A                                N/A
plans not approved by
securityholders
----------------------------------------------------------------------------------------------------------------------
Total                               1,347,500                      $1.89                           2,211,000
----------------------------------------------------------------------------------------------------------------------



STATEMENTS OF CORPORATE GOVERNANCE PRACTICES

In  accordance  with  disclosure  requirements,  the Board of  Directors  of the
Company has adopted the following statement of corporate governance practices:

1.   Stewardship of the Company

     The Board of Directors,  accepted the responsibility for the stewardship of
     the Company,  specifically  for overseeing the operation of the Company and
     supervising  management.  The Board has expressed to  management,  that the
     goal of the Company is to create  shareholder value through the development
     of its properties in South America.

     The Board acts in accordance of the Canadian Business Corporations Act, the
     Company's Articles of Incorporation and By-laws, as well as the policies of
     the TSX Venture  Exchange and  securities  rules in the Province of British
     Columbia.

     Every Board member is part of the process of establishing  policies for the
     Company and its subsidiaries.

     1A.  Adoption of Strategic Planning Process

          The Board  participates in strategic  planning by considering  and, if
          deemed   appropriate,   adopting   plans  proposed  and  developed  by
          management,  with  management  having the primary  responsibility  for
          developing a strategic plan.

     1B.  Principal Risks

          The Board  considers  the risks  inherent in the mining  industry  and
          receives  periodic  assessments  from management as to these risks and
          the Company's strategies to manage these risks.

     1C.  Succession Planning

          The Board  reviews the  personnel  needs of the  Company  from time to
          time, having particular regard to succession issues relating to senior
          management.  The  training and  development  of personnel is generally
          left to management.  The Board appoints the President, Chief Executive
          Officer and  Chairman,  as well as the Audit  Committee  members,  the
          Compensation Committee members (if required) and officers each year at
          its first  meeting  of  Directors  immediately  following  the  Annual
          General Meeting.




                                      -10-


     1D.  Communications Policy

          The Board  assesses  from  time to time how  effectively  the  Company
          communicates   with   shareholders,   but   does  not  have  a  formal
          communication policy. The Company meets or exceeds all requirements to
          disseminate  material  information in a timely manner based on the TSX
          Exchange  policies.  The  Company  keeps an  electronic  database  for
          disseminating information, has provided interested parties with a toll
          free  number,  meets with brokers and  portfolio  managers and attends
          investment  conferences  in  Canada  and the U.S.  The  Company  has a
          website with  detailed  information  on its  properties  and corporate
          structure and offers parties an electronic means of communicating with
          the Company.

     1E.  Integrity of Internal Control

          The Board,  through the Audit  Committee and in  conjunction  with its
          auditors,  assesses the adequacy of the Company's internal control and
          management  information  systems.  This  process  is  undertaken  on a
          quarterly basis including during preparation of the year end financial
          audit.

2.   Board Independence

     The  Board  shall  consist  of seven  directors.  Of the  seven  management
     nominees for the Board,  Gerald  Carlson,  Chet Idziszek,  Robert Angus and
     David  Horton are  "outside"  and  "unrelated"  directors.  The other three
     nominees,  Joseph  Grosso,  Art Lang and  David  Terry,  by nature of their
     management  positions,  are "inside"  and  "related".  The  entrepreneurial
     nature of the Company, and the current stage of the Company's  development,
     make it appropriate  for the Board to be composed of the present number and
     composition of directors, and the Board believes that when balanced against
     the attendent increase in cost to the Company and possible reduction in the
     efficiency  with which  decisions  are made,  it would not be  warranted to
     significantly  increase  the  size  of the  Board  or  change  the  Board's
     composition at this time.

3.   Individual Unrelated Directors

     The Board currently consists of three related and inside directors,  Joseph
     Grosso,  Art Lang and David Terry.  Gerald Carlson,  Chet Idziszek,  Robert
     Angus and David Horton are unrelated and outside directors.

     Mr. Grosso, has been since 1990, a director,  President and Chief Executive
     Officer of IMA Exploration Inc. He is also President,  CEO,  Chairman and a
     Director of Golden Arrow Resources  Corporation,  and Chairman and Director
     of Amera Resources Corporation.

     Mr. Art Lang has been a director and Chief Financial Officer of the Company
     since 2004. He is also a director,  CFO and  Vice-President of Golden Arrow
     Resources  Corporation  and  Chief  Financial  Officer  of Amera  Resources
     Corporation since March 2005.

     Dr. Gerald Carlson is President and a director of Copper Ridge  Exploration
     Inc.

     Mr. Chet Idziszek is President,  CEO and a director of Madison  Enterprises
     Corp., and President, CEO and a director of Adrian Resources Ltd.

     Mr.  Robert  Angus  is  Managing  Director,  Mergers  and  Acquisitions  at
     Endeavour  Financial  Ltd.  He has also been a  partner  in the law firm of
     Fasken Martineau DuMoulin and Stikeman Elliott.

     Mr. David Horton has acted as Senior  Vice-President  for Canaccord Capital
     Corporation since 1996.

     Mr.  David  Terry has been a director  and VP  Exploration  for the Company
     since 2004. He is also VP-Exploration for Amera Resources Corporation and a
     director and VP Exploration for Golden Arrow Resources Corporation.



                                      -11-


4.   Nominating Committee

     The Board  has not  constituted  a  nominating  committee  to  propose  new
     nominees  to the  Board and for  assessing  directors'  performance  as the
     Company is too small to justify a formal  process in this regard.  However,
     the Board as a whole from time to time discusses  potential  candidates for
     the Board,  particularly  during  the  preparation  of the  Annual  General
     Meeting Information Circular.

5.   Assessing the Board's Effectiveness

     The Board has not  constituted a committee to assess the  effectiveness  of
     the Board as a whole or the  contribution of individual  directors but, the
     Chairman has the responsibility for ensuring the effective operation of the
     Board.

6.   Orientation and Education of Directors

     The Company does not have a formal process of orientation and education for
     new  members  of the Board as some  senior  Board  members  currently  have
     considerable experience as members of the boards of other public companies.
     However,  senior  management  presents  updated  presentations  on material
     changes of the Company's business to all members of the Board.

7.   Effective Board Size

     The Board has  considered  its size with a view to the  impact of size upon
     its  effectiveness  and has  concluded  that the  number  of  directors  as
     presently  constituted is appropriate  for the Company given the complexity
     and current stage of  development of the Company's  business.  The Board as
     presently  constituted  includes  considerable  experience  in  the  mining
     industry as well as financial experience.

8.   Compensation of Directors

     Board  members are  presently  compensated  in the manner  described in the
     Company's  Annual General  Meeting  Information  Circular under the heading
     "Executive  Compensation"  and the Board has  determined  that the level of
     compensation is appropriate having regard to the responsibilities and risks
     associated with Board membership and the compensation provided to Boards of
     similar companies.

9.   Committees and Outside Directors

     The  Board has one  committee:  The Audit  Committee.  The Audit  Committee
     members are Robert Angus,  Chet  Idziszek,  Art Lang and David Horton.  Mr.
     Horton is Chairman of the Committee. The Audit Committee members consist of
     three outside and unrelated  directors and one inside and related director.
     The Audit Committee meets each quarter to review the interim financials and
     meets one time, and more if necessary,  to review the year end  financials.
     The auditors of the Company report to the Audit Committee.

     The Audit Committee  reviews the Company's  annual  consolidated  financial
     statements and interim financial statements before the board approves them.

10.  Approach to Corporate Governance

     The  Board of  Directors  has  expressly  assumed  the  responsibility  for
     developing the Company's approach to governance issues and in responding to
     governance guidelines.



                                      -12-



11.  Position Descriptions

     The Company has not formally developed position  descriptions for the Board
     and the Chief  Executive  Officer,  however,  the Board is  satisfied  that
     senior  management  is  fully  aware of their  responsibilities  and  those
     matters which are within their mandate.

12.  Board Independence

     The  Board  has  functioned,  and is of the view  that it can  continue  to
     function,  independently of management, as required. The CEO and President,
     Mr. Joseph Grosso is a member of management.  The Board has not met without
     management present, given management  representation on the Board and given
     that in view of the size of the Company and the nature of its business,  it
     is  essential  that those  having an intimate  knowledge  of the  Company's
     operations be present during important Board  discussions.  Notwithstanding
     the foregoing, if the Board believed it was appropriate and meaningful,  it
     would  formalize  a process  whereby the Board could meet in the absence of
     management  for the  handling  of the  Board's  overall  relationship  with
     management.

AUDIT COMMITTEE

The Board has only one committee, the Audit Committee. The Committee reviews the
Company's  annual  consolidated   financial  statements  and  interim  financial
statements  before the board  approves  them,  as well as the MD&A's.  The Audit
Committee  is composed of three  outside and  unrelated  directors,  Mr.  Robert
Angus,  Mr.  Chet  Idziszek  and Mr.  David  Horton and one  inside and  related
director,  Mr.  Art  Lang.  Refer  to  Item 3.  under  Statements  of  Corporate
Governance Practices.

Due to its size, the Company has no formal  internal  audit  process.  The Audit
Committee has direct  communication  channels with the external  auditors and is
responsible  for  recommending  to the Board of Directors the appointment of the
auditor and setting the auditor's  remuneration.  The external  auditors  report
directly to the Company's Audit Committee.

The Board has not  adopted a formal  system  which  would  enable an  individual
director to engage an outside advisor at the expense of the Company.  If such an
engagement were deemed appropriate,  it is anticipated that such a request would
be brought by the particular director to the Board for consideration.

Principal Accountant Fees and Services

The Company has paid its auditors,  PriceWaterhouseCoopers,  the following  fees
for the period ending December 31, 2004.

                                                            To December 31, 2004
                                                            --------------------

Audit Fees                                                         $  30,000
Audit Related Fees Including Tax Fees                              $ 113,650
All Other Fees                                                     $     480

The above listed services were approved by the Company's audit committee.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS OF THE COMPANY

No director or senior officer of the Company,  proposed  management  nominee for
election as a director of the Company or each associate or affiliate of any such
director,  senior  officer or  proposed  nominee is or has been  indebted to the
Company  or any of its  subsidiaries  at any  time  during  the  Company's  last
completed financial year, other than routine indebtedness.




                                      -13-


INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than  transactions  carried  out in the normal  course of  business of the
Company or any of its  affiliates,  none of the directors or senior  officers of
the  Company,  a proposed  management  nominee for election as a director of the
Company,  any shareholder  beneficially  owning shares carrying more than 10% of
the voting  rights  attached to the shares of the Company  nor an  associate  or
affiliate  of any of the  foregoing  persons  had  since  January  1,  2004 (the
commencement  of the  Company's  last  completed  financial  year) any  material
interest,  direct or indirect, in any transactions which materially affected the
Company or any of its subsidiaries or in any proposed  transaction  which has or
would materially affect the Company or any of its subsidiaries.

APPOINTMENT OF AUDITORS

Unless such authority is withheld,  the persons named in the accompanying  proxy
intend to vote for the appointment of PriceWaterhouse  Coopers,  LLP, 7th Floor,
250 Howe Street, Vancouver,  British Columbia V6C 3S7,as auditors of the Company
and to authorize the directors to fix their remuneration.

MANAGEMENT CONTRACTS

By agreement,  made effective as of July 1, 1999, Oxbow International  Marketing
Corp.,  a private  company owned by Joseph  Grosso,  is paid a consulting fee of
$8,500 per month for making available the services of Joseph Grosso as President
and Chief Executive  Officer of IMA. Under the terms of the contract,  a payment
is due in the event that Oxbow's services are terminated without cause or upon a
change of control.  The termination  payment would include a bonus of $6,500 per
month,  retroactive  to  July  1,  1999,  plus  an  additional  three  years  of
compensation  at $15,000 per month.  During the fiscal year ended  December  31,
2004, Oxbow was paid $102,000.

By agreement dated January 1, 1996, as amended  December 10, 1996 and August 22,
2001,  Nikolaos Cacos, an officer and director of IMA, was paid $5,500 per month
for professional  services rendered. By amended agreement dated January 5, 2004,
Mr. Cacos  received  $2,200.  for January  2004,  $1,650.  for February 2004 and
thereafter $1,375 for a total of $17,600 for the year ending December 31, 2004.

By agreement dated June 11, 2001, as extended,  Sean Hurd, a director of IMA, is
paid  $4,000  per month for  professional  services  rendered.  By an  amendment
January 1, 2004, Mr. Hurd was paid $2,400 per month plus a bonus at year end for
an aggregate of $73,800.

By  agreement  dated April 1, 2004,  KGE  Management  Ltd.,  ("KGE"),  a private
company  owned by Gerald  Carlson,  Chairman of IMA,  was paid $2,000 per month,
plus $600 per day if services  are  rendered for more than three days per month,
for an aggregate  payment in 2004 of $34,749.  The  agreement  expired March 31,
2005 and has been renewed for six months with the same terms.

GROSSO GROUP MANAGEMENT CONTRACT

Effective  January 1, 2005, the Company engaged the Grosso Group Management Ltd.
to  provide  services  and  facilities  to the  Company.  As of the date of this
Information  Circular, a formal agreement among the Company and the Grosso Group
has not  been  finalized.  Until  such  time as the  formal  agreement  has been
finalized,  the Company and the Grosso  Group  intend to work under the terms of
the proposed  Administration Services Agreement by and among the Company and the
Grosso  Group,  which is  discussed  below.  It is  anticipated  that the formal
agreement will have an effective date of January 1, 2005.

The Grosso Group is a private company which will be owned by the Company, Golden
Arrow  Resources  Corporation,   Amera  Resources  Corporation  and  Gold  Point
Exploration Ltd., each of which will own one share. Pursuant to the terms of the
proposed  Administration  Services Agreement,  the Grosso Group will provide its
shareholder companies with geological,  corporate  development,  administrative,
and  management  services  on a  non-exclusive  and on an "as  needed"  and  "as
available" basis. The administration services for each shareholder company shall
include  bookkeeping,  accounting  and  services in  connection  with  quarterly
filings, material change reports and other disclosure filings on SEDAR.


                                      -14-


The Grosso Group will provide each shareholder company with:

     1.   the use of the Grosso Group's offices;
     2.   receptionist personnel;
     3.   office equipment; and
     4.   services of administration,  accounting,  purchasing,  secretarial and
          like support staff on an "as needed" and "as available" basis.

Shareholder  companies  may  appoint  the  Grosso  Group to  manage  their  work
programs.  In such event,  the Grosso Group will generally  retain suppliers and
contracts in connection with each shareholder  company's  approved work programs
and will separately  invoice such shareholder  company for the third-party costs
and  such  invoice  will  include  a  handling  charge  as a  percentage  of the
third-party  costs, such charge to be in accordance with industry  standards and
reviewed for reasonableness  from time to time, and which would be negotiated at
the time of such work program.

Each shareholder  company will pay the Grosso Group a monthly fee for the Grosso
Group's  services.  The Grosso Group  intends to allocate the costs of the staff
and related general and administrative  expenses to its shareholder companies on
a full recovery basis.  The fee will be based upon a pro-rationing of the Grosso
Group's costs,  including its executive staff and other overhead,  among each of
the shareholder  companies,  with regard to the expected average annual level of
services  provided to each  shareholder  company.  The staff of the Grosso Group
will record their daily activities in connection with each  shareholder  company
and they will  retain a log for  invoicing  purposes.  The fee is to be reviewed
from time to time and the basis may be changed by the Grosso  Group in the event
the  Grosso  Group's  costs  change  or the  shareholder  companies'  use of the
services  is in excess of  historical  experience  or in the event a greater  or
lesser number of shareholder  companies are using the Grosso  Group's  services.
Each shareholder company has prepaid one month's initial estimated allocation of
the Grosso Group's fully  recoverable  costs,  which for the Company amounted to
$20,000  (which as of the date of this  Information  Circular  is the  estimated
initial monthly allocation for the Company).

The Grosso Group has the right to request each of the  shareholder  companies to
allocate  a  reasonable  number  of shares in their  incentive  option  plans to
employees  of the Grosso  Group based upon the general  amount of time and value
added by such employees.

It is anticipated that the  Administration  Services Agreement may be terminated
by a shareholder  company after January 1, 2007, upon 30 days' written notice to
the Grosso Group. Prior to January 1, 2007, if a shareholder  company desires to
terminate the  agreement in the first year, it will pay a termination  fee equal
to one-year's basic  administration  charge and if a shareholder company desires
to terminate the  agreement in the second year,  it will pay a  termination  fee
equal to six-months' basic administration charge.

It  is  anticipated  that  upon  termination  of  the  Administration   Services
Agreement,  each of the  shareholder  companies  will agree to resell its common
share back to the Grosso Group for $1.00 and the shareholder  companies will not
be able to sell,  transfer or otherwise dispose of or encumber such share during
the term of the Administration Services Agreement.

The Grosso Group's areas of experience encompass financing,  marketing, property
acquisition,  community relations,  socioeconomic issues, regulatory compliance,
government relations, property exploration and investor relations.  Additionally
the Grosso Group has a number of other support staff at its corporate office and
arrangements with contract providers of accounting and  administrative  services
at the country operations' offices in Argentina and Peru.

The members of the board of directors  of the Grosso Group are  appointed by the
shareholder  companies,  with each  shareholder  company  appointing  one of its
directors  to serve as a director of the Grosso  Group.  As of May 5, 2005 it is
anticipated  that the  directors  of the Grosso  Group will be  Nikolaos  Cacos,
Joseph  Grosso,  Arthur  Lang and Nick  DeMare.  Messrs.  Lang  and  Grosso  are
officers,  directors  and  shareholders  of the  Company.  Nikolaos  Cacos is an
officer of IMA, a director and officer of Golden Arrow Resources Corporation and
a director and officer of Amera Resources Corporation. Nick DeMare is an officer
and director of Gold Point  Exploration Ltd. Mr. DeMare  indirectly owns 100% of
Chase  Management  Ltd., a company  which  provides  consulting  services to the
Company and other Grosso Group shareholder companies.




                                      -15-


Each of the public  company  shareholders  of the Grosso Group will have its own
separate  board of directors  (whose  members  include  persons  employed by the
Grosso Group);  however, some directors will serve on multiple boards and on the
board of directors of companies which are not shareholders of the Grosso Group.

In connection with the formation and establishment of the Grosso Group, Mr. Nick
DeMare  was  issued  the  initial  share of the  Grosso  Group  and acted as the
President,  Secretary and sole director of the Grosso Group.  Effective February
6, 2004, Mr. DeMare  transferred the sole outstanding  share of the Grosso Group
to Joseph Grosso,  the Chairman and a director and principal  shareholder of the
Company.  Mr. DeMare also resigned as a director and the President and Secretary
of the Grosso Group effective February 6, 2004 and Mr. Grosso was appointed as a
director and the President and Secretary of the Grosso Group.  It is anticipated
that Mr.  Grosso will return the sole  outstanding  share of the Grosso Group to
the Grosso Group for cancellation and one share will be issued to IMA.

The Board of Directors of the Company  will  approve the formal  agreement  once
completed.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Ratification of Approved Stock Option Plan

At the Annual and Extraordinary General Meeting of Shareholders held on June 26,
2003,  the  Shareholders  approved  IMA's Stock  Option Plan (the "Stock  Option
Plan")  which makes a total of 10% of the issued and  outstanding  shares of IMA
available for issuance thereunder.

The TSX-V  requires all TSX-V listed  companies who have adopted a stock options
plan  which  reserves  a maximum  of 10% of the  number of common  shares of IMA
issued and outstanding on the applicable  date of grant,  to obtain  shareholder
approval to the Stock Option Plan on an annual basis. Accordingly,  IMA requests
that the Shareholders ratify and approve IMA's Stock Option Plan.

The rules of the Exchange  require that the Stock Option Plan be approved by the
affirmative  vote of a majority of the votes cast at the  Meeting.  Accordingly,
the  Shareholders  will be asked at the Meeting to pass the ordinary  resolution
substantially in the form set out below.

An ordinary  resolution is a resolution  passed by a majority of at least 50% of
the votes  cast by those  Shareholders,  who being  entitled  to do so,  vote in
person or by proxy in respect to that resolution at the Meeting.

A full  copy  of the  Stock  Option  Plan  will  be  available  at the  Meeting.
Shareholders  may  obtain a copy of the  Stock  Option  Plan in  advance  of the
Meeting upon request to IMA, 709, 837 West Hastings Street,  Vancouver,  British
Columbia,  V6C 3N6,  to the  attention  President.  IMA's  fax  number  is (604)
687-1858.

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

        1.    The Stock Option Plan, in the form approved by the Shareholders of
              IMA  Exploration  Inc.  ("IMA") at the  Annual  and  Extraordinary
              General  Meeting  held on  June  26,  2003,  is  hereby  ratified,
              confirmed and approved;
        2.    IMA is authorized  to grant stock options  pursuant and subject to
              the terms and conditions of the Stock Option Plan entitling all of
              the  optionholders  in  aggregate to purchase up to such number of
              common  shares  of IMA as is equal to 10% of the  number of common
              shares of IMA issued and outstanding on the applicable grant date;
              and


                                      -16-



        3.    the Board or any  committee  created  pursuant to the Stock Option
              Plan is  authorized  to make such  amendments  to the Stock Option
              Plan  from  time to  time as the  Board  may,  in its  discretion,
              consider to be appropriate,  provided that such amendments will be
              subject to the approval of all applicable  regulatory  authorities
              and in certain  cases,  in accordance  with the terms of the Stock
              Option Plan, the members."

MANAGEMENT OF IMA RECOMMENDS THAT  SHAREHOLDERS  VOTE IN FAVOUR OF THE FOREGOING
RESOLUTION,  AND THE PERSONS  NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE
FOR THE APPROVAL OF THE  FOREGOING  RESOLUTION AT THE MEETING  UNLESS  OTHERWISE
DIRECTED BY THE SHAREHOLDERS APPOINTING THEM.

OTHER MATTERS

Management  of the Company  knows of no other matters to come before the Meeting
other  than  those  referred  to in the  Notice  of  Meeting  accompanying  this
Information  Circular.  However,  if any other matters  properly come before the
Meeting,  it is the  intention  of  the  persons  named  in the  form  of  proxy
accompanying this Information Circular to vote the same in accordance with their
best judgment of such matters.

ADDITIONAL INFORMATION

Additional  information  relating to the  Company's  activities  may be found on
SEDAR at  www.sedar.com.  Any security  holder may contact Mr.  Nikolaos  Cacos,
Corporate  Secretary,  to obtain a copy of the most recent financial  statements
and MD & A.

For the period ending  December 31, 2004,  financial  information is provided in
the Company's  comparative  financial statements and MD & A as filed on SEDAR at
www.sedar.com or on the Company's website at www.imaexploration.com.

CERTIFICATE

The foregoing  contains no untrue statement of a material fact and does not omit
to state a material  fact that is required to be stated or that is  necessary to
make a statement  misleading in the light of the  circumstances  in which it was
made.

DATED at Vancouver, British Columbia, this 5th day of May, 2005.



/s/ JOSEPH GROSSO                                   /s/ ARTHUR LANG
-----------------------                             -------------------------
Joseph Grosso                                       Arthur Lang
Chief Executive Officer                             Chief Financial Officer





IMA EXPLORATION INC.





FORM OF PROXY - ANNUAL GENERAL AND SPECIAL MEETING TO BE HELD ON JUNE 23, 2005

THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT.

NOTES TO PROXY


1.   Every holder has the right to appoint  some other  person of their  choice,
     who need not be a holder, to attend and act on their behalf at the meeting.
     If you wish to appoint a person  other  than the  persons  whose  names are
     printed  herein,  please insert the name of your chosen  proxyholder in the
     space provided (see reverse).
2.   If the  securities  are  registered in the name of more than one owner (for
     example,  joint  ownership,  trustees,  executors,  etc.),  then all  those
     registered  should  sign  this  proxy.  If you are  voting  on  behalf of a
     corporation   or  another   individual  you  may  be  required  to  provide
     documentation  evidencing  your  power  to sign  this  proxy  with  signing
     capacity stated.
3.   This proxy  should be signed in the exact manner as the name appears on the
     proxy.
4.   If this proxy is not dated,  it will be deemed to bear the date on which it
     is mailed by Management to the holder.
5.   The  securities  represented by this proxy will be voted as directed by the
     holder,  however, if such a direction is not made in respect of any matter,
     this proxy will be voted as recommended by Management.
6.   The  securities  represented  by this proxy will be voted or withheld  from
     voting,  in accordance with the  instructions of the holder,  on any ballot
     that may be called  for and,  if the  holder has  specified  a choice  with
     respect  to any  matter  to be  acted  on,  the  securities  will be  voted
     accordingly.
7.   This proxy  confers  discretionary  authority in respect of  amendments  to
     matters  identified  in the  notice of meeting  or other  matters  that may
     properly come before the meeting.





Proxies submitted must be received by 12:30 pm, Pacific Time, on June 21, 2005





APPOINTMENT OF PROXYHOLDER

The undersigned  registered  shareholder of IMA Exploration Inc. (the "Company")
hereby appoints:  Joseph Grosso, the President,  Chief Executive Officer,  and a
Director, or failing this person, Arthur Lang, a Director,

                                       OR

Print the name of the person you are  appointing if this person is someone other
than the Chairman of the Meeting:

             _______________________________________________________

as my/our  proxyholder with full power of substitution and to vote in accordance
with the  following  direction  (or if no  directions  have been  given,  as the
proxyholder  sees fit) and all other  matters that may properly  come before the
Annual and Special  General  Meeting of IMA  Exploration  Inc. to be held at The
Garibaldi Room at the Four Seasons Hotel,  791 West Georgia  Street,  Vancouver,
B.C. on June 23, 2005 at 12:30 PM (Pacific Time) and at any adjournment thereof.


1.   RESOLUTION

     To determine the number of Directors at seven (7)   For ____  Against  ____

2.   ELECTION OF DIRECTORS

     01. To elect as Director Gerald Carlson             For ____  Withhold ____

     02. To elect as Director Joseph Grosso              For ____  Withhold ____

     03. To elect as Director Arthur Lang                For ____  Withhold ____

     04. To elect as Director Stuart (Tookie) Angus      For ____  Withhold ____

     05. To elect as Director Chet Idziszek              For ____  Withhold ____

     06. To elect as Director David Terry                For ____  Withhold ____

     07. To elect as Director David Horton               For ____  Withhold ____

3.   APPOINTMENT OF AUDITORS

     To appoint PricewaterhouseCoopers LLP, as Auditors for the Company and
     to authorize the Directors to fix their remuneration. 

                                                         For ____  Withhold ____

RESOLUTIONS - Management recommends a vote FOR the following resolutions. Please
read the resolutions in full in the accompanying Information Circular.

4.   To consider,  and if thought fit, to pass an ordinary resolution to ratify,
     confirm  and approve  the  Company's  stock  option  plan,  approved by the
     Shareholder's on June 24, 2004. 
                                                         For ____ Withhold ____


5.   To transact such other business as may properly come before the Meeting.

                                                         For ____  Withhold ____



AUTHORIZED  SIGNATURE(S)  - SIGN HERE - THIS SECTION MUST BE COMPLETED  FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

I/We authorize you to act in accordance with my/our  instructions set out above.
I/We hereby revoke any proxy previously given with respect to the Meeting. IF NO
VOTING INSTRUCTIONS ARE INDICATED ABOVE, THIS PROXY WILL BE VOTED AS RECOMMENDED
BY MANAGEMENT.


Signature(s)

________________________________                         _______________________
                                                         Date




                              IMA EXPLORATION INC.
                                 (THE "COMPANY")


            2005 REQUEST FOR ANNUAL AND INTERIM FINANCIAL STATEMENTS


National  Instrument  51-102  requires  the  Company  to  send  annually  to the
registered holders and beneficial owners of its securities ("Securityholders") a
form  to  allow  Securityholders  to  request  a copy  of the  Company's  annual
financial  statements and related MD&A and/or interim  financial  statements and
related MD&A. If you wish to receive such mailings,  please  complete and return
this form to:

                              IMA EXPLORATION INC.
                         709 - 837 WEST HASTINGS STREET
                              VANCOUVER, BC V6C 3N6


The undersigned Securityholder hereby elects to receive:

[ ]      Interim Financial  Statements for the first, second and third financial
         quarters of 2005 and the related MD&A;

         and / or

[ ]      Annual Financial Statements for the fiscal year ended December 31, 2005
         and related MD&A.

Please  note that a request  form will be mailed  each year and  Securityholders
must return such form each year to receive the documents indicated above.



NAME:    
              ------------------------------------------------------------------
ADDRESS: 
              ------------------------------------------------------------------
         
              ------------------------------------------------------------------
POSTAL CODE: 
              ------------------------------------------------------------------


I confirm that I am a: [ ] REGISTERED SHAREHOLDER OR [ ] BENEFICIAL  SHAREHOLDER
of the Company.


Signature of
Securityholder:  ________________________          Date: _______________________




CUSIP:   449664101