ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT





Stock Purchase Agreement

On September 14, 2022, I-Minerals Inc. (the "Company") entered into a stock purchase agreement (the "Stock Purchase Agreement") with BV Lending, LLC, an Idaho limited liability company, ("BV Lending") and the Company's subsidiary, i-minerals USA, Inc. ("i-minerals USA"), an Idaho company that owns the leases that comprise the Helmer-Bovill Property. Under the terms of the Stock Purchase Agreement, the Company has agreed to sell all of the issued and outstanding common shares of i-minerals USA to BV Lending (the "Transaction").

In consideration of all of the issued and outstanding shares of i-minerals USA, each of the Company and BV Lending agreed that:





•      Immediately prior to closing of the Transaction, the Company will
       contribute to i-minerals USA an intercompany debt owed by i-minerals USA
       to the Company in the amount of approximately US$25.7 million, resulting
       in the cancellation of the outstanding indebtedness.

•      At the closing of the Transaction, the Company will sell all of the shares
       of i-minerals USA to BV Lending for an amount equal to $3,000,000 (the
       "Share Value").

•      The Share Value will be satisfied by BV Lending on a non-cash basis by the
       set off of an equal amount of debt owed by the Company to BV Lending (the
       "Set Off").

•      Immediately following the Set Off, BV Lending will transfer to the Company
       the balance of the debt owed by the Company to BV Lending (which debt was
       approximately US$35.4 million before the Set Off).

•      Previously entered into loan agreements dated June 1, 2016, September 11,
       2018 and October 25, 2019 among the Company, BV Lending and i-minerals
       USA, including all security granted thereunder, will be terminated and/or
       discharged.

•      The Company will be subject to non-competition and non-solicitation
       covenants in favour of BV Lending for a period of five years commencing on
       closing of the Transaction.

•      The Transaction is subject to the approval of the Transaction by
       shareholders of the Company (the "Shareholders") and the TSX Venture
       Exchange.

As part of the Transaction, BV Lending has agreed to pay taxes that will become payable by the Company as a result of the Transaction (approximately US$450,000). In consideration for such payment by BV Lending, the Company will issue a promissory note in favor of BV Lending for the amount of the taxes so paid. The promissory note will be repaid out of any refund received by the Company from the applicable government agency.

Following the completion of the Transaction, the Company will not have any mineral properties due to the sale of i-minerals USA, which owns the Helmer-Bovill Property. Accordingly, the Company will need to identify and, if successful, acquire a new business.

Closing of the Transaction is subject to a number of key conditions including shareholder approval, TSX Venture Exchange approval, no more than 5% of the shareholders exercising their dissenting rights and other such other conditions that are customary for this type of Transaction.

BV Lending is a non-arm's length party to the Company. It is a company founded by Mr. Allen L. Ball, who is a former director and a significant shareholder holding approximately 39.4% of the issued and outstanding shares of the Company.

The foregoing description of the Stock Purchase Agreement is not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement attached as exhibits hereto.




ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS.



(d)      Exhibits

The following exhibits are either provided with this Current Report or are incorporated herein by reference:

Exhibit Number Description of Exhibit

10.1 Stock Purchase Agreement dated September 14, 2022.

99.1 News Release dated September 15, 2022.

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