Mr. Phil Hoskins reports

NEW NTAKA HILL NICKEL JV WITH LEADING RESOURCE FUND

Subject to satisfaction of certain conditions, IMX Resources Ltd. has agreed to a new joint venture with Loricatus Resource Investments (Fig Tree), an investment vehicle on behalf of Mauritius-based mining private equity fund, Fig Tree Resources Fund II, covering its Ntaka Hill nickel project, located in southeast Tanzania. Under the project acquisition agreement, Fig Tree will acquire a 70.65-per-cent stake in Ntaka Hill from the IMX-managed Nachingwea JV between IMX (85 per cent) and MMG Ltd. (15 per cent) for $5.88-million (U.S.) cash. Fig Tree can maintain its 70.65-per-cent stake in Ntaka Hill by sole financing the project through to completion of a feasibility study within five years. If Fig Tree does not meet its obligation to complete the FS, Fig Tree's interest in Ntaka Hill will reduce to 50 per cent. The Ntaka Hill project is located on two tenements within the area covered by the Nachingwea JV between IMX and MMG. As a result of the deal with Fig Tree, the Ntaka Hill tenements will be excised from the rest of the Nachingwea JV. Fig Tree is a Mauritius-based private equity fund targeting mineral resource development projects in sub-Saharan Africa. Fig Tree targets mineral resource development projects that are postdiscovery and preconstruction with a typical investment size of $10-million (U.S.) to $25-million (U.S.). Fig Tree has in-depth experience in nickel sulphide deposits similar to Ntaka Hill. Its initial view is that Ntaka Hill has the potential to be developed into a relatively low-capex, low-tonnage, higher-grade nickel sulphide operation based on the existing mineral resource.

IMX chief executive officer, Phil Hoskins, said that Fig Tree's experience and financial strength made it a highly desirable joint venture partner to assist in developing the Ntaka Hill project toward production: "Having recently spent time with the Fig Tree project team on site in Tanzania, it is clear they are extremely experienced and share our view on the potential of Ntaka Hill.

"The terms of the Fig Tree transaction imply a valuation of Ntaka Hill well above the current market capitalization of IMX, and, upon completion, IMX will be well capitalized to focus on the exciting exploration prospects within the broader Nachingwea JV, including the continued development of our exciting Chilalo graphite project.

"Against the backdrop of a strengthening global nickel market, Ntaka Hill is one of only a handful of advanced nickel sulphide assets in the region, and, as a result, we experienced a strong level of genuine interest in Ntaka Hill from several parties. Fig Tree was selected, based not only on the financial terms of their proposal, but their extensive relevant expertise and on the basis of their strategy to develop the project without necessarily relying on further exploration success, a strategy that fits well with our own corporate objectives.

"On completion of this transaction, IMX will realize both an immediate cash injection and retain meaningful exposure to a highly attractive nickel sulphide project, which will be managed and developed by a highly skilled and experienced team in Fig Tree.

"This is an outstanding result for our shareholders in a very challenging market environment. We are looking forward to working closely with the Fig Tree team to completing this transaction as quickly as possible in the new year and building on our platform of regional exploration, with progression of the Chilalo and Kishugu opportunities."

Mr. Hoskins added: "The key terms of the project acquisition agreement are:

"The JV with Fig Tree will relate to the Ntaka Hill project only, which will be excised out of the rest of the Nachingwea JV through the sale of the Ntaka Hill tenements to a new incorporated JV company.

"IMX will continue to hold an 85-per-cent interest in the Nachingwea JV (increasing its stake as MMG dilutes further) and act as manager of the Nachingwea JV.

Fig Tree will initially acquire a 70.65-per-cent JV interest in the Ntaka Hill project for a $5.88-million (U.S.) cash consideration payable to the Nachingwea JV and a commitment to finance the FS.

"Fig Tree will have the right to maintain its 70.65-per-cent JV interest in the Ntaka Hill project upon delivering on its commitment to solely finance the FS. If the FS is not completed within five years, Fig Tree's interest in the Ntaka Hill JV will be diluted to 50 per cent and Fig Tree's expenditure will convert to a subordinated, interest-free shareholder loan.

"Beyond the FS, each party either contributes pro rata to further expenditure requirements or dilute according to the then prevailing fair market valuation of the project.

"Fig Tree will assume full operational control of the Ntaka Hill nickel project and will have the right to appoint the manager of the new Ntaka Hill JV with discretion to define technical programs for the project.

"The Nachingwea JV will hold a 29.35-per-cent interest in Ntaka Hill that increases to 50 per cent if Fig Tree does not complete an FS (IMX interest will depend on MMG dilution under the Nachingwea JV).

"Fig Tree has been granted exclusivity over the Ntaka Hill project for the period until satisfactory completion of its due diligence or termination of the project acquisition agreement."

The parties have signed the project acquisition agreement, with the completion of the transaction conditional upon:

• Fig Tree completing its due diligence to its satisfaction by no later than March 16, 2015;
• The granting of a retention licence over the Ntaka Hill project expected on or before April 6, 2015;
• The transfer of the licences required for the Ntaka Hill project to the new JV company;
• Approval from the Tanzania Fair Competition Commission.

In relation to the conditions outlined herein, Fig Tree's team has already undertaken detailed internal technical due diligence and has visited Ntaka Hill. Fig Tree's board has approved the terms of the project acquisition agreement, with completion of the transaction dependent upon external validation of the internal Fig Tree team's views as well as completion of a confirmatory legal, financial and tax due diligence by March 16, 2015. IMX intends to update the market with regard to the status of Fig Tree's due diligence in February, 2015. Azure Capital is acting as financial adviser and Clayton Utz as legal adviser in relation to the transaction with Fig Tree.

About Fig Tree Resources Fund II

Fig Tree Resources Fund II targets investments in mineral resources development projects throughout sub-Saharan Africa. The fund employs a thematic investment process focused on selected commodities and jurisdictions to target opportunities capable of achieving the fund's targeted return. The fund targets mineral resource development projects that are postdiscovery and preconstruction with a typical investment size of $10-million (U.S.) to $25-million (U.S.). Fig Tree Fund Management Ltd. (the fund manager) has engaged Fig Tree Advisors Pty. Ltd. to provide investment advice to the fund manager. The Fig Tree Advisors team is made up exclusively of African residents with over 100 years of combined mineral resources exploration, investment and advisory experience. The team was established in 2008 with a view to developing mining-related investment opportunities on behalf of Extell Investments Ltd. and the wider Bravura group of companies (Fund I). Fund I achieved a substantial return on capital through investments in iron ore, thermal coal, gold, copper and mining services projects. The fund's current commodity focus includes nickel sulphides, copper, gold, high-grade iron ore (hematite), manganese on infrastructure and high-quality thermal coal on infrastructure. The short-term movement in the price of a commodity is usually not considered the most significant factor in determining its attractiveness for investment.

For further information, visit Fig Tree Resources' website.

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