I Minerals : Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant	[ X ]
Filed by a Party other than the Registrant	[ ]
Check the appropriate box:
[	]	Preliminary Proxy Statement
[	]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

1. Definitive Proxy Statement

[	]	Definitive Additional Materials
[	]	Soliciting Material Pursuant to Section 240.14a-12
		I-MINERALS INC.
		(Name of Registrant as Specified in its Charter)
		(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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TABLE OF CONTENTS
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS ...................................................................	ii
PROXY STATEMENT ................................................................................................................................................	1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE MEETING................................	1
PROPOSAL NUMBER ONE - NUMBER OF DIRECTORS.....................................................................................	6
PROPOSAL NUMBER TWO - ELECTION OF DIRECTORS .................................................................................	7
PROPOSAL NUMBER THREE - APPOINTMENT OF AUDITOR .........................................................................	8
PROPOSAL NUMBER FOUR - RATIFICATION AND APPROVAL OF STOCK OPTION PLAN ......................	9
AUDIT COMMITTEE AND CORPORATE GOVERNANCE.................................................................................	10
OTHER EXECUTIVE OFFICERS ............................................................................................................................	14
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS....................................................................	14
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT..............................................	16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .......................................................................	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ...............................	19
WHERE YOU CAN FIND MORE INFORMATION................................................................................................	19

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I-MINERALS INC.

NOTICE OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 17, 2021

To the Company's Shareholders:

Notice is hereby given that the 2021 Annual General Meeting (the "Meeting") of the shareholders of I-Minerals Inc., a corporation continued under the laws of the Canada Business Corporations Act ("CBCA") (the "Company"), will be held by teleconference on December 17, 2021, commencing at 10:00 a.m. (Pacific Standard Time), for the following purposes:

1. To set the number of directors for the ensuing year at five (5) persons.
2. To elect John Theobald, Allen L. Ball, W. Barry Girling, Gary Childress and Wayne Moorhouse as directors of the Company for the ensuing year.
3. To appoint BDO Canada LLP as the auditors of the Company until the next annual general meeting of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditors.
4. To consider, and, if deemed advisable, approve a resolution ratifying and approving the Company's 10% "rolling" Stock Option Plan as described in the Proxy Statement.
5. To receive the audited financial statements of the Company for the fiscal year ended April 30, 2021 and the accompanying record for the audits.

Only shareholders of record at the close of business on November 17, 2021 are entitled to notice of, and to vote at, the Meeting.

This year to mitigate risks to the health and safety of the Company's shareholders, employees and other stakeholders, the Company will be holding its Meeting in a telephone conference format. In order to facilitate voting at the Meeting, the Company requests registered shareholders of the Company to complete, date and sign the accompanying form of proxy and deposit it with the Company's transfer agent, Computershare Investor Services Inc., 510 Burrard Street, 2nd Floor, Vancouver, BC V6C 3B9 by mail or fax, no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof.

Shareholders unable to attend the Meeting in person are requested to read the enclosed proxy statement and proxy and then complete and deposit the proxy in accordance with its instructions. Unregistered shareholders must deliver their completed proxies in accordance with the instructions given by their financial institution or other intermediary that forwarded the proxy to them.

BY ORDER OF THE BOARD OF DIRECTORS OF

I-MINERALS INC.

/s/ John TheobaldJohn Theobald,

Chief Executive Officer, President and Director

Vancouver, British Columbia

November 17, 2021

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IMPORTANT

Whether or not you expect to attend in person, the Company urges you to sign, date, and return the enclosed proxy at your earliest convenience. This will help to ensure the presence of a quorum at the Meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE I-MINERALS INC. THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. Sending in your proxy will not prevent you from voting your shares at the Meeting if you desire to do so, as your proxy is revocable at your option.

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Suite 880, 580 Hornby Street

Vancouver, British Columbia, Canada V6C 3B6

PROXY STATEMENT

FOR THE 2021 ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

TO BE HELD ON DECEMBER 17, 2021

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of I- Minerals Inc. ("we", "us", "our" and the "Company") for use at the 2021 Annual General Meeting of the shareholders of the Company (the "Meeting") to be held via telephone conference on December 17, 2021 at 10:00 a.m. (Pacific Standard Time) for the purposes set forth in the preceding Notice of Annual General Meeting.

To attend the Meeting via tele-conference, we would ask that shareholders complete the form attached hereto as Schedule "B" completing all requested information and e-mail a copy to [e-mail] or submit by Facsimile: [phone] Attn: Corporate Secretary.

This Proxy Statement, the Notice of Annual General Meeting and the enclosed proxy card are expected to be mailed to the Company's shareholders on or about November 17, 2021.

The Company does not expect that any matters other than those referred to in this Proxy Statement and the Notice of Annual General Meeting will be brought before the Meeting. However, if other matters are properly presented before the Meeting, the persons named as proxy appointees will vote upon such matters in accordance with their best judgment. The grant of a proxy also will confer discretionary authority on the persons named as proxy appointees to vote in accordance with their best judgment on matters incidental to the conduct of the Meeting.

The date of this Proxy Statement is November 17, 2021.

Important Notice Regarding the Internet Availability of Proxy Materials for the Meeting to be held on December 17, 2021. This Proxy Statement to the shareholders is available on the Company's website at

www.imineralsinc.com/s/investors/asp.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE MEETING

Why am I receiving this Proxy Statement and proxy card?

You are receiving this Proxy Statement and proxy card because you are a shareholder of record as at the close of business on November 17, 2021 (the "Record Date"), and are entitled to vote at this Meeting. This Proxy Statement describes issues on which the Company would like you, as a shareholder, to vote. It provides information on these issues so that you can make an informed decision. You do not need to attend the Meeting to vote your shares.

When you sign the proxy card, you appoint the directors and/or officers (the "Designated Persons") who are named in the proxy card of the Company. The Designated Persons will vote your shares at the Meeting (or any adjournments or postponements) as you have instructed them on your proxy card. With proxy voting, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting, it is a good idea to complete, sign and return your proxy card in advance of the Meeting, just in case your plans change.

If no choice is specific in the proxy with respect to a matter to be acted upon, the proxy confers discretionary authority with respect to that matter upon the Designated Persons named in the proxy card. It is intended that the Designated Persons

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