ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On March 3, 2023, I-Minerals Inc. (the "Company") completed the sale (the "Disposition") of all of the issued and outstanding common shares of i-minerals USA to BV Lending LLC ("BV Lending") pursuant to a stock purchase agreement dated September 14, 2022 among the Company, i-minerals USA and BV Lending, whereby the Company

i-minerals USA was the Company's wholly owned subsidiary and owns the leases that comprise the Helmer-Bovill Property. BV Lending is an Idaho limited liability company and was the sole lender and sole source of external debt financing to the Company. BV Lending is also an affiliate of BV Natural Resources LLC, the Company's largest shareholder, who beneficially owns 39.4% of the total common shares issued and outstanding of the Company.

The nature and amount of consideration that the Company received are as follows:







  • Immediately before completing the Disposition, the Company contributed 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 indebtedness.




  • At the closing of the Disposition, the Company sold the shares of i-minerals
    USA to BV Lending for an amount equal to US$3 million (the "Share Value").




  • The Share Value was satisfied by BV Lending on a non-cash basis by the set off
    of US$3 million of debt owed by the Company to BV Lending (the "Set Off").




  • Immediately following the Set Off, BV Lending transferred to the Company the
    balance of the debt owed to BV Lending (which amount was approximately US$35.4
    million before the Set Off and US$32.4 million after the Set Off). After the
    transfer of the balance of the debt owed to by BV Lending to the Company, the
    Company is no longer be indebted to BV Lending except for the US$450,000
    promissory note set forth below.




  • The Loan Agreements dated June 1, 2016, September 11, 2018 and October 25,
    2019 between the Company, BV Lending and i-minerals USA, as amended from time
    to time (collectively, the "Loan Agreements"), including all security
    interests granted thereunder were terminated and/or discharged.

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 issued 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. To the extent that any tax refund received is less than $450,000, BV Lending will forgive any remaining amount owed by the Company under the note.

As a result of completion of the Disposition, BV Lending now owns 100% of the issued and outstanding shares of i-minerals USA and the Company has no assets other than cash on hand.

The Company now meets the definition of a "foreign private issuer" under the Securities Exchange Act of 1934 (the "Exchange Act") and the Company plans to file a Form 15 to terminate and suspend its duty to file reports under the Exchange Act.




ITEM 5.07      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

An annual general and special meeting of the Company was held on March 2, 2023 (the "Meeting"). The following matters voted upon at the meeting and the number of votes cast were as follows:





Resolution                                   For         Withheld/Against
                                          Shares (%)         Shares (%)
Disposition
Special resolution (two-thirds                44,188,746          1,195,590
majority)                                       (97.37%)            (2.63%)
Majority of the minority vote                  6,622,856          1,195,590
(ordinary resolution) under MI 61-101           (84.71%)           (15.29%)
Number of Directors                           45,308,486             75,850
                                                (99.83%)            (0.17%)
Directors
John Theobald                                 45,224,933            159,403
                                                (99.65%)            (0.35%)
Barry Girling                                 45,203,933            180,403
                                                (99.60%)            (0.40%)
Gary Childress                                45,261,933            122,403
                                                (99.73%)            (0.27%)
Wayne Moorhouse                               45,261,933            122,403
                                                (99.73%)            (0.27%)
Appointment of BDO Canada LLP                 51,299,164                 20
                                               (100.00%)            (0.00%)
Stock Option Plan                             44,544,693            839,643
                                                (98.15%)            (1.85%)
Continuance to British Columbia               44,273,063          1,111,273
                                                (97.55%)            (2.45%)


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 March 2, 2023, announcing the results of the
          Meeting and News Release dated March 6, 2023 announcing the completion
          of the Disposition.

*Previously filed.

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