IMAHF Highcliff Metals Corporation (CE)

NOTICE OF 2022 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 2, 2023

To the shareholders of I-Minerals Inc. (the “Shareholders”):

Notice is hereby given that the 2022 Annual General and Special Meeting (the “Meeting”) of the Shareholders of I-Minerals Inc. (the “Company”), a corporation continued under the laws of the Canada Business Corporations Act (“CBCA”), will be held at Suite 704, 595 Howe Street, Vancouver, BC, Canada V6C 2T5 on March 2, 2023, commencing at 10:00 a.m. (Pacific Standard Time), for the following purposes: 

Only Shareholders of record at the close of business on January 25, 2023 are entitled to notice of, and to vote at, the Meeting.

To facilitate voting at the Meeting, the Company requests registered Shareholders of the Company to complete, date and sign the accompanying form of proxy attached as Appendix “K” to this Proxy Statement 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.

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Pursuant to the CBCA, Shareholders have the right to dissent in respect of the Disposition. If the Company proceeds with the Disposition, a Shareholder who dissents in respect of the Disposition (a “Dissenting Shareholder”) is entitled to be paid the fair value of such Dissenting Shareholder’s shares, provided that such Dissenting Shareholder has delivered to Company a written objection to the Disposition Resolution at or before the Meeting and has otherwise complied strictly with the dissent procedures described in the Proxy Statement, including the relevant provisions of Section 190 of the CBCA. This right is described in detail in the Proxy Statement under the heading “Rights of Dissenting Shareholders”. The text of Section 190 of the CBCA, which will be relevant in any dissent proceeding, is set forth in Appendix B to the Proxy Statement.

Failure to comply strictly with the dissent procedures described in the Proxy Statement may result in the loss of any right of dissent.

BY ORDER OF THE BOARD OF DIRECTORS OF 

I-MINERALS INC.

/s/ John Theobald 

John Theobald,

Chief Executive Officer, President and Director

Vancouver, British Columbia

January 27, 2023

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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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SUMMARY TERM SHEET

This Summary Term Sheet includes what we consider to be the most material terms of the proposed Disposition (defined below). To understand the Disposition more fully and for a more complete description of the legal terms of the Disposition, you should carefully read this entire Proxy Statement, the annexes to this Proxy Statement and the documents that we refer to in this Proxy Statement.

Because the Disposition is a “going private” transaction within the meaning of Securities and Exchange Commission (“SEC”) Rule 13e-3 under the Securities Exchange Act of 1934, I-Minerals Inc., Allen L. Ball and BV Natural Resources, LLC (“BV Natural”), an affiliate of BV Lending, LLC (“BV Lending”) have filed with the SEC a Transaction Statement on Schedule 13E-3 with respect to the Disposition, which, as amended from time to time, we refer to as the “Schedule 13E-3.” The Schedule 13E-3 is available on the SEC’s website. See “Where You Can Find More Information” beginning on page 57. The information required in the Schedule 13E-3 is incorporated by reference to the information in this Proxy Statement. 

Background and Purpose of the Disposition

See sections titled “Special Factors – Background to the Disposition, – Reasons for the Recommendation of the Company’s Special Committee and the Company’s Board,” and “Certain Relationships and Related Transactions—Loan Agreements with Affiliate of Shareholder.”

Terms and Consideration

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See the section titled “Proposal Number One – The Disposition – Terms of the Stock Purchase Agreement”. We refer to the transactions to be carried out under the Stock Purchase Agreement collectively as the “Transaction.”

Fairness; Recommendation of the Board

See sections titled “Special Factors – Recommendation of the Company’s Special Committee, – Recommendation of the Company’s Board and – Reasons for the Recommendation of the Company’s Special Committee and the Company’s Board”.

Shareholder and Regulatory Approval; Dissent Rights

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Risks

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I-MINERALS INC. 

Suite 1100 – 1199 West Hastings Street, 

Vancouver, British Columbia, Canada V6E 3T5

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of I-Minerals Inc. (the “Board”, “we”, “us”, “our” and the “Company”) for use at the 2022 Annual General and Special Meeting of the shareholders of the Company (the “Meeting”) to be held at Suite 704, 595 Howe Street, Vancouver, BC, Canada V6C 2T5 on March 2, 2023, commencing at 10:00 a.m. (Pacific Standard Time) for the purposes set forth in the preceding Notice of Annual General and Special Meeting.

This Proxy Statement, the Notice of Annual General and Special Meeting and the enclosed proxy card are expected to be mailed to the Shareholders on or about February 3, 2023.

The Company does not expect that any matters other than those referred to in this Proxy Statement and the Notice of Annual General and Special 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 January 27, 2023.

Important Notice Regarding the Internet Availability of Proxy Materials for the Meeting to be held on March 2, 2023. This Proxy Statement to the shareholders is available on the Company’s website at www.imineralsinc.com/s/investors/asp.

Notice to Canadian Shareholders:  This Proxy Statement contains the information required under section 14(a) of the Securities Exchange Act of 1934 and the rules promulgated therein.  Although the Company is concurrently filing this Proxy Statement with the applicable Canadian securities commissions, this Proxy Statement contains certain information and financial statements that are in addition to Canadian securities law disclosure requirements under National Instrument 51-102 – Continuous Disclosure Obligations.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE MEETING

Questions and Answers Relating to Matters of the Meeting

What matters am I voting on?

You are being asked to vote on the following matters:

The Company will also consider any other business that properly comes before the Meeting.

What vote is required to approve each item?

For a proposal to be approved, the number of votes cast at the Meeting in favor of the proposal must be greater than the number of votes cast against the proposal. As of the Record Date, there were 93,730,212 common shares outstanding and entitled to vote.

The votes required to approve the Disposition is as follows:

The votes required to approve the Continuation is the affirmative vote of a special majority of the shares of the Company (the “Shares”) voted at the Meeting, in person or by proxy, on the Continuance Resolution, pursuant to section 188(5) of the CBCA.

The affirmative vote of a majority of the Shares voted at the Meeting in person or by proxy is required to pass the following resolutions:

Therefore, the number of votes cast at the Meeting in favor of each of the above proposals must be greater than the number of votes cast against each respective proposal.

Does the Company’s Board support the Disposition

Yes. Based upon a unanimous recommendation of the Company’s Special Committee, the Board has unanimously determined that the Disposition is in the best interests of the Company and that the consideration to be paid to the Company is fair from a financial point of view to the Shareholders, and recommends that the Shareholders vote FOR the Disposition Resolution. Mr. Ball resigned as a member of the Board and as a member of the board of directors of the Company before the Board approved the Disposition and the Stock Purchase Agreement.

In making its recommendation, the Special Committee and the Board considered a number of factors which are described in this Proxy Statement under the heading “Special Factors - Reasons for the Recommendations of the Company’s Special Committee and the Company’s Board”, including the opinion from RwE as of September 13, 2022 that the Disposition is fair from a financial point of view to the Shareholders.

Each of the directors and officers of the Company, holding in aggregate 1,873,007 Shares, being approximately 2.0% of the Company’s Shares (on an undiluted basis), have entered into voting support agreements pursuant to which they have agreed, subject to the terms thereof, to, among other things, vote FOR the Disposition Resolution (the “Voting Support Agreements”).

See “Special Factors - Background to the Disposition”, “Special Factors - Recommendation of the Company’s Special Committee”, “Special Factors - Recommendation of the Company’s Board” and “Special Factors - Reasons for the Recommendations of the Company’s Special Committee and the Company’s Board”.

What other approvals are required for the Disposition?

The Disposition and the transactions contemplated thereby are subject to regulatory approval including the approval of the TSX Venture Exchange.

When will the Disposition become effective?

Subject to obtaining TSX Venture Exchange approval as well as the satisfaction of all other conditions precedent, if the Company’s Shareholders approve the Disposition Resolution, the Company expects to complete the Disposition in March 2023.

What will happen to the Company after the Disposition is completed?

If the Disposition is completed, the Company will have disposed of substantially all of its assets, being the shares held in i-minerals USA, which holds the Helmer-Bovill Property, to BV Lending, LLC (“BV Lending”). Until such time that the Company is able to acquire a new mineral property or alternative business, the TSX Venture Exchange will place the Company on notice to move to the NEX Tier of the TSX Venture Exchange. The NEX Tier of the TSX Venture Exchange is for companies that fail to meet continued listing standards.

See “Special Factors – Certain Effects of the Disposition”.

What will be the ongoing reporting requirements for the Company to maintain after completion of the Disposition?

If the Disposition is completed, the Company must continue to comply with reporting requirements under both the United States and Canadian securities laws. However, these requirements should be reduced because we anticipate that we will meet the definition of a “foreign private issuer”. The Company plans to file a Form 15 to terminate and suspend its duty to file reports under the Exchange Act after closing the Transaction.

See “Special Factors – Certain Effects of the Disposition”.

Will I be entitled to appraisal rights under the CBCA?

Under the CBCA, a Shareholder who dissents to the Disposition Resolution (the “Dissenting Shareholder”) will be entitled to be paid the fair value of his or her Shares in accordance with section 190 of the CBCA.

See “See Rights of Dissenting Shareholders”.

What will happen if the Disposition Resolution is not approved or the Disposition is not completed for any reason?

If the Disposition Resolution is not approved or the Disposition is not completed for any reason, the Stock Purchase Agreement attached as Appendix “C” may be terminated. If the Company is not able to repay amounts it owes to BV Lending, BV Lending may commence foreclosure proceedings against us.

See “Proposal Number One – The Disposition – Terms of the Stock Purchase Agreement – Termination of the Stock Purchase Agreement.”

Questions and Answers on General Matters and Proxy Voting of 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 January 25, 2023, 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 will vote the common shares represented by the proxy in favour of each matter identified in the proxy and for the nominees of the Company’s Board of Directors and auditors.

If an issue comes up for vote at the Meeting (or any adjournments or postponements) that is not described in this Proxy Statement, the Designated Persons will vote your shares, under your proxy, at their discretion, subject to any limitations imposed by law.

Who is soliciting my vote?

The Board of Directors of the Company is soliciting your proxy to vote at the Meeting.

Who pays for this proxy solicitation?

The Company will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, depositories, fiduciaries and custodians holding shares in their names that are beneficially owned by others to forward to these beneficial owners. The Company may reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to the beneficial owners of the shares at the Company's discretion. Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by the Company’s directors, officers or other regular employees. No additional compensation will be paid to directors, officers or other regular employees for such services.

Who is entitled to attend and vote at the Meeting?

Only Shareholders of record at the close of business on January 25, 2023, will be entitled to vote at the Meeting. Shareholders entitled to vote may do so by voting those shares at the Meeting or by proxy. 

How do I vote?

The voting process is different depending on whether you are a registered shareholder or a beneficial shareholder:

Registered Shareholder: Common Shares Registered in Your Name

If you are a Registered Shareholder, you are entitled to vote in person at the Meeting or by proxy whether or not you attend the Meeting. You may vote by proxy:

If you wish to submit a proxy, whether by paper, telephone, email, or internet, you must complete and sign the proxy, and then return it to the Company’s transfer agent, Computershare Investor Services Inc., in accordance with the instructions set forth in the proxy card, no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof. The chair of the Meeting may waive the proxy cut-off without notice. If the proxy is not dated, it will be deemed to be dated seven calendar days after the date on which it was mailed to you (the Registered Shareholder).

Beneficial Shareholder: Common Shares Registered in the Name of an Intermediary such as a Brokerage Firm, Bank, Dealer or other Similar Organization

The following information is of significant importance to those shareholders who do not hold shares in their own name. Beneficial Shareholders should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of common shares can be recognized and acted upon at the Meeting

If your common shares are listed in an account statement provided to you by a broker, then in almost all cases your common shares will not be registered in your name on the records of the Company. In such circumstances, your common shares will more likely be registered under the names of your broker or an agent of that broker. In Canada, the vast majority of such common shares are registered under the name of CDS & Co., being the registration name for The Canadian Depository for Securities Limited (which acts as nominee for many Canadian brokerage firms), and in the United States, under the name of Cede & Co., as nominee for The Depository Trust Company (which acts a depository for many U.S. brokerage firms and custodian banks). You should ensure that instructions respecting the voting of your common shares are communicated to the appropriate person well in advance of the Meeting.

Regulatory polices require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Beneficial Shareholders have the option of not objecting to their Intermediary disclosing certain ownership information about themselves to the Company (such Beneficial Shareholders are designated as non-objecting beneficial owners, or “NOBOs”) or objecting to their Intermediary disclosing ownership information about themselves to the Company (such Beneficial Shareholders are designated as objecting beneficial owners, or “OBOs”).

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company has elected to send the Proxy Statement, the Notice of Annual General and Special Meeting and a request for voting instructions (a “VIF”), instead of a proxy (the Proxy Statement, the Notice of Annual General and Special Meeting and VIF or proxy are collectively referred to as the “Meeting Materials”) directly to the NOBOs. The Company will not be paying to send the Meeting Materials to OBOs. OBOs will not receive a copy of the Meeting Materials unless their Intermediaries (or their service companies) assume the cost of delivery. A VIF enables a Beneficial Shareholder to provide instructions to the registered holder of its common shares as to how those shares are to be voted at the Meeting and allow the registered holder to provide a Proxy voting the common shares in accordance with those instructions. A VIF should be completed and returned in accordance with its instructions. The results of the VIFs received from NOBOs will be tabulated and appropriate instructions respecting voting of common shares to be represented at the Meeting will be provided to the registered shareholders.

Intermediaries are required to seek voting instructions from OBOs in advance of the Meeting. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by OBOs to ensure that their common shares are voted at the Meeting. Most brokers now delegate responsibility for obtaining voting instructions from clients to Broadridge Investor Communications Solutions (“Broadridge”), which mails the materials for the Meeting to OBOs and asks them to return a VIF to Broadridge. An OBO receiving a VIF from Broadridge may use that VIF to vote common shares directly at the Meeting if the OBO inserts their name as the name of the person to represent them at the Meeting. The VIF must be returned to Broadridge well in advance of the Meeting in order to have the common shares voted.

In either case, the purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the shares which they beneficially own. If you receive a VIF, you cannot use it to vote your common shares directly at the Meeting. You should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered. If you wish to attend the Meeting as a Beneficial Shareholder or have someone else attend on your behalf, you will need to write their name (or their nominee’s name) in the space provided in the VIF and return it in accordance with the instructions of the VIF.

Only Registered Shareholders have the right to revoke a proxy. As a Beneficial Shareholder, you will need, at least seven days before the Meeting, to arrange for your Intermediary to revoke your VIF on your behalf.

These securityholder materials are being sent to both Registered Shareholders and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

What if I share an address with another person and we received only one copy of the proxy materials?

The Company will only deliver one Proxy Statement to multiple shareholders sharing an address unless it has received contrary instructions from one or more of the shareholders. The Company will promptly deliver a separate copy of this Proxy Statement to a shareholder at a shared address to which a single copy of the document was delivered upon oral or written request to:

Shareholders may also address future requests for separate delivery of Proxy Statements and/or annual reports by contacting us at the address listed above.

How do I appoint a proxyholder?

A shareholder has the right to appoint a person or company (who need not be a shareholder) to attend and act for or on behalf of that shareholder at the Meeting, other than the Designated Persons named in the enclosed proxy card.

To exercise the right, the shareholder may do so by striking out the printed names and inserting the name of such other person and, if desired, an alternate to such person, in the blank space provided in the proxy card. Such shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy and should provide instruction to the nominee on how the shareholder’s shares should be voted. The nominee should bring personal identification to the Meeting.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Meeting. You may do this by:

Any written revocation of proxy or subsequent later-dated proxy should be delivered to the office of the Company as follows: I-Minerals Inc., Attention: Matthew Anderson, Chief Financial Officer, Suite 1100 – 1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5. Attendance at the Meeting will not, by itself, revoke a shareholder’s proxy without the giving of notice of intent to revoke that proxy.

What constitutes a quorum?

In order to hold a valid meeting of the Company’s shareholders, a quorum equal to one shareholder must be present at the meeting, in person or represented by proxy.

Shareholders who abstain from voting on any or all proposals, but who are present at the Meeting or represented at the Meeting by a properly executed proxy will have their shares counted as present for the purpose of determining the presence of a quorum. Broker non-votes will also be counted as present at the Meeting for the purpose of determining the presence of a quorum. However, abstentions and broker non-votes will not be counted either in favor or against any of the proposals brought before the Meeting. A broker non-vote occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares.

If a quorum is not present at the Meeting, or if a quorum is present but sufficient votes to approve the proposal are not received, the persons named as proxies on the enclosed proxy card may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The persons named as proxies will vote upon such adjournment after consideration of all circumstances that may bear upon a decision to adjourn the Meeting. Any business that might have been transacted at the Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present. The Company will pay the costs of preparing and distributing to shareholders additional proxy materials, if required in connection with any adjournment. Any adjournment will require the affirmative vote of a majority of those securities represented at the Meeting in person or by proxy.

How are abstentions and broker non-votes treated?

Shareholders may vote for or against the proposals or they may abstain from voting. Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum at the Meeting, but will not be counted as either in favor or against the proposals.

Will my shares be voted if I do not sign and return my proxy card?

If you are a Beneficial Shareholder, your intermediary, under certain circumstances, may vote your shares.

If you are a Registered Shareholder, and you do not sign and return your proxy card, your shares will not be voted at the Meeting.

When are the shareholder proposals due for the 2023 Annual General and Special Meeting?

The deadline for submitting a shareholder proposal for inclusion in the Company’s proxy statement and proxy card for its 2023 Annual General and Special Meeting of shareholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is October 18, 2023; provided, however, that in the event the Company holds its 2023 Annual General and Special Meeting more than 30 days before or after the one year anniversary date of the 2022 Annual General and Special Meeting, the Company will disclose the new deadline by which proxies must be received under Item 5 of the Company’s earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform shareholders. In addition, shareholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act. 

Any shareholders who wish to submit a proposal are encouraged to seek independent counsel about requirements of the SEC and the Canada Business Corporations Act. The Company will not consider any proposals that do not meet the SEC and Canada Business Corporations Act requirements for submitting a proposal. Notices of intention to present proposals for the Company’s next annual meeting should be delivered to I-Minerals Inc., Suite 1100 – 1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5, Attention: Matthew Anderson, Chief Financial Officer.

SPECIAL FACTORS

This “Special Factors” section includes a summary of the purposes of the Disposition and how it would affect the Company and its business, a discussion of the fairness of the Transaction and how our Board assessed the fairness of the Transaction to the Company and its unaffiliated shareholders, and a summary of various other matters. Certain information below is required to be disclosed under the heading “Special Factors” by SEC Rule 13e-3 because the proposed transaction constitutes a “going private” transaction under that rule. You should read these Special Factors in conjunction with the disclosures in the section titled “Proposal Number One – The Disposition – Terms of the Stock Purchase Agreement” beginning on page 22, which describe the material terms of the proposed Disposition and the Stock Purchase Agreement. While we believe the following description and the description under Proposal Number One cover the material aspects of the Disposition, the descriptions may not contain all of the information that is important to you. We encourage you to carefully read this entire document, including the Stock Purchase Agreement, which is filed as an exhibit to the Company Current Report on Form 8-K filed with the SEC on September 19, 2022, for a more complete understanding of the Disposition. The following description is subject to, and is qualified in its entirety by reference to, the Stock Purchase Agreement. You may obtain additional information without charge by following the instructions set forth in the section titled “Where You Can Find More Information” beginning on page 57.

About the Company, i-minerals USA, BV Natural, BV Lending and Allen L. Ball

The Company is engaged in the exploration, evaluation and development of the Helmer-Bovill Property, in which the Company indirectly holds a 100% interest through its wholly owned subsidiary, i-minerals USA, which is composed of 8 mineral leases totaling 3,483.15 acres located approximately 6 miles northwest of Bovill, Latah County, Idaho. The Helmer-Bovill Property is the only material asset of i-minerals USA and the stock of i-minerals USA owned by the Company is the only material asset of the Company.

The Company’s largest shareholder is BV Natural Resources LLC (“BV Natural”). BV Natural is engaged in commercial real estate investment and development, and private equity investments. BV Lending is an affiliate of BV Natural and is the sole lender and sole source of external debt financing to the Company. BV Natural and BV Lending (collectively, “BV”) were founded by Allen L. Ball, a former director of the Company. Mr. Ball is no longer affiliated  with either BV Natural or BV Lending. BV Natural beneficially owns 39.4% of the total common shares issued and outstanding of the Company.

Mr. Ball had been a director of the Company from March 2002 to September 2022, and resigned from the board of directors of each of the Company and i-minerals USA before the respective boards approved the proposed transaction and recommended the transaction to the Shareholders. Mr. Ball has been involved in many business ventures including farming, farm implement sales, vending machines, cosmetics industry, mining, timber, construction and related materials, high tech venture capital, commercial car washes, A/R factoring, septic system sales / installation / servicing, lending, real estate development, hospitality, assisted living, pharmaceutical, firearms manufacturing, fishing lodge/outfitting, and motorsports sales, but he is probably most known for his involvement in forming Melaleuca, Inc, a manufacturer of wellness products based in Idaho.

The address of each of the Company and i-minerals USA is 1100 – 1199 West Hastings Street, Vancouver, BC V6E 3T5; the address of each of BV Lending, BV Natural and Mr. Ball is 2194 Snake River Pkwy Suite 300, Idaho Falls, ID 83402. None of the Company, i-minerals USA, BV Lending or their respective directors and executive officers or Mr. Ball have been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), and none of the aforementioned persons have been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Background to the Disposition

Financial Situation of the Company

As of the date of this Proxy Statement, the Company is indebted to BV Lending in the amount of US$35.4 million under the Loan Agreements. As at October 31, 2022, the Company had limited cash of US$35,194 and a working capital deficit of US $34,984,487. During the 6-month period ended October 31, 2022, the Company did not generate any revenues, incurred losses of $813,202 and used cash in operating activities of $555,137.

The Company cannot service its outstanding debt obligations without new injections of debt or equity financing. The Company has no source of financing apart from BV Lending and believes it has no reasonable prospect of finding any other source of financing.

To continue operations, the Company has regularly borrowed funds from BV Lending since 2013. The loans extended by BV Lending to the Company were in each case considered by disinterested members of the board oof directors of the Company and determined to be in the best interests of the Company. BV Lending has agreed to numerous requested extensions of the maturity dates of the outstanding indebtedness under the Loan Agreements and a result of these extensions the Company has been able to avoid defaulting under the Loan Agreements. However, while the extensions and additional tranches of debt financing have enabled the Company to keep operating, they have also increased the indebtedness of the Company to BV Lending. The indebtedness currently becomes due and payable on February 15, 2023. There is no prospect that the Company will be able to repay the indebtedness under the Loan Agreements when it becomes due. Moreover, as the Company has no ability to meet its debt obligations under the Loan Agreements, it also has no ability to develop the Helmer-Bovill Property. See the section titled “Certain Relationships and Related Transactions - Loan Agreements with Directors”. The Company is entirely dependent on BV Lending extending the due date of the debt in order to avoid defaulting on the debt and there is no assurance or indication that BV Lending will continue to extend the due date of the indebtedness. 

Proposed Disposition

In light of its financial and operating circumstances, the Company has agreed to sell all of the issued and outstanding shares of i-minerals USA to BV Lending pursuant to the terms of the Stock Purchase Agreement attached as Appendix “C”, the terms of which are summarized below in the section titled “Proposal Number One – The Disposition”. Because the issued and outstanding shares of i-minerals USA are the only material asset of the Company, the sale requires shareholder approval pursuant to the corporate statute that governs the Company.

Discussions with BV

From 2017 to 2022, management of the Company negotiated numerous extensions of the maturity dates of the outstanding indebtedness of the Company with BV Lending under the Loan Agreements. BV Lending agreed to the extensions for no consideration on most of the occasions and the last extension granted to date was February 15, 2023. In each instance, Mr. Ball, the founder of BV Lending and BV Natural, abstained from voting on all matters related to the Loan Agreements. See the section titled “Certain Relationships and Related Transactions - Loan Agreements with Directors”. 

As the financial prospects of the Company became increasingly constrained, on February 19, 2021, the Company received an initial non-binding letter of interest (the “February 2021 Letter of Interest”) from BV Natural, an affiliate of BV Lending, to acquire all of the issued and outstanding common shares of the Company not already owned by BV Natural or its affiliates (the “Initially Proposed Transaction”).

After entry into the February 2021 Letter of Interest, BV Natural carried out legal and technical due diligence on the Company, its subsidiaries and the Helmer-Bovill Property. As a result of the due diligence carried out by BV Natural in connection with the Initially Proposed Transaction, BV Natural concluded that an acquisition of all of the issued and outstanding Common Shares not already owned by BV Natural and its affiliates was undesirable. In addition, management of the Company expressed its desire to maintain the Company as a standalone entity that could be used to pursue other alternatives following the conclusion of any acquisition by BV Natural and its affiliates and requested alternatives to the Initially Proposed Transaction that would result in the Company remaining independent and becoming debt free. Management of the Company proposed that BV acquire i-minerals USA instead of the Company.

Aware of a possible conflict of interest due to the fact that Mr. Ball, the founder of BV, was a director of the Company and therefore could be considered an “interested party” to the Disposition, on March 1, 2021, the Board established the Special Committee. The Special Committee consists of Gary Childress and Wayne Moorhouse, each of whom is an “independent director” as that term is defined in MI 61-101. Mr. Ball, being an “interested party” in the Disposition, abstained from voting in approving the resolution relating to the Special Committee and in any considerations of any matters relating to the Initially Proposed Transaction and subsequently proposed transactions at the Board level. See the section titled “Special Factors – Reasons for the Recommendation of the Company’s Special Committee and the Company’s Board – Fairness of the Disposition – Procedural Fairness”.

The purpose of the Special Committee is to ensure that the interests of the Company are fairly considered in the negotiation and review of the Disposition and to manage the conflicts of interest that could arise in connection with the Disposition. In that regard, its mandate is specifically to: (i) review and evaluate the proposed structure, terms and conditions of the Disposition, (ii) consider any alternative transactions available to the Company, (iii) supervise or engage in negotiations on behalf of the Company with respect to the Disposition and (iv) consider and provide recommendations to the Board as to whether the Disposition or any alternative transaction is in the best interest of the Company.

Shortly after the establishment of the Special Committee, in March 2021, the Company engaged RwE to provide an independent fairness opinion regarding the fairness of the Disposition to the Company’s shareholders, from a financial point of view.

On August 24, 2021, BV submitted a revised non-binding bid letter to the Company. Based on further due diligence conducted in the interim, BV concluded that the Disposition would be a preferable transaction structure to the Initially Proposed Transaction and would also allow the Company to remain intact as a publicly-traded company. The Company and BV suspended further discussions as the Company and i-minerals USA re-applied for the mineral leases for the Helmer-Bovill Property (being the sole material asset of the Company and i-minerals USA) ahead of their 2023 expiry date.

On May 3, 2022, following the renewal of the mineral leases and discussions between management of the Company and BV on the objectives and the consideration payment method of the proposed Disposition, the Company and BV entered into a non-binding letter of interest whereby BV proposed to purchase all of the issued and outstanding shares of the Company’s wholly-owned subsidiary, i-minerals USA, in consideration for the elimination of the outstanding debt obligations of the Company under the Loan Agreements. Shortly thereafter, the Company re-engaged RwE to provide a fairness opinion on a proposed disposition in the form of the Disposition.

On July 7, 2022, BV Lending provided a draft of the Stock Purchase Agreement to the Company. The draft Stock Purchase Agreement was reviewed by the Special Committee and the Board. On July 20, 2022, the legal representatives of the Company and BV Lending discussed the structure of the Disposition issues over a telephone conference. Throughout July and August 2022, the Company, with the assistance of the Special Committee and its legal counsel, made revisions to the Stock Purchase Agreement and reviewed revisions carried out by BV Lending. On September 12, 2022, Mr. Ball resigned as a member of the Board and resigned as a member of the board of directors of i-minerals USA.

On September 13, 2022, the Special Committee recommended that the Board approve the entry into the Stock Purchase Agreement. The Board, which also met on September 13, 2022, approved the entry into the Stock Purchase Agreement and the transactions to be carried out under the Stock Purchase Agreement.

Throughout this time BV Lending extended the maturity of the indebtedness owing by the Company under the Loan Agreements and extended additional tranches of debt to BV Lending so that it could continue to operate.

Recommendation of the Company’s Special Committee

After careful consultation with its legal and financial advisors and careful consideration of the Fairness Opinion and the other factors set out below under the heading “Reasons for the Recommendation of the Company’s Special Committee and the Company’s Board”, the Company’s Special Committee unanimously determined that the Disposition is in the best interests of the Company and is fair from a financial point of view to the Shareholders and resolved to recommend that the Company’s Board approve the Disposition and recommend that the Company’s Board recommend to the Shareholders that they vote their Shares FOR the Disposition Resolution.

Recommendation of the Company’s Board

After careful consideration of the Disposition, and following unanimous recommendation of the Company’s Special Committee, the Company’s Board unanimously determined that the Disposition is in the best interests of the Company and is fair from a financial point of view to the Shareholders and that the Stock Purchase Agreement and the performance of the transactions contemplated therein be approved.

The Board of the Company unanimously recommends that the shareholders of the Company vote FOR the Disposition Resolution.

Reasons for the Recommendation of the Company’s Special Committee and the Company’s Board

Elimination of Indebtedness. The Company is indebted to BV Lending in the amount of approximately US$35.4 million pursuant to the terms of the Loan Agreements. The Loan Agreements are collateralized by the Helmer-Bovill Property and the indebtedness under the Loan Agreements mature on February 15, 2023. Considering the Company’s financial position, there is no prospect that the Company will be able to repay the indebtedness under the Loan Agreements when it becomes due. Consummating the Disposition will terminate all of the outstanding indebtedness to BV Lending, and the Company will be able to avoid the risk of foreclosure proceedings by BV Lending, which would likely result in BV Lending taking possession of the Helmer-Bovill Property in any event, given its role as security to the indebtedness. 

No Alternatives to the Disposition. Aside from the Disposition, the Company has no other way to satisfy the indebtedness under the Loan Agreements, and has been unsuccessful in finding an alternative that does not involve insolvency or restructuring proceedings.

The Special Committee and the Board evaluated potential strategic alternatives to the Disposition, including the possibility of continuing to develop the Helmer-Bovill Property and seeking alternative sources of equity or debt financing. In this regard, the Special Committee and the Company took into account that the significant levels of secured indebtedness to BV Lending made raising new capital through equity financing infeasible as equity funds would likely be allocated to repaying its indebtedness. In addition, the Special Committee noted the significant dilutive effect that an equity offering of sufficient size would have, even if it was possible.

The Special Committee and the Board also considered the current economic, industry and market trends affecting the Company, information concerning the business, operations, property, assets, financial condition, operating results and prospects of the Company, the historical trading prices of the Company and the risks relating to the Disposition including those matters described under the heading “Risk Factors”. The Special Committee and the Board believe that the anticipated benefits of the Disposition to the Company outweigh any of these risks.

The Special Committee also considered the possibility of selling its assets to another third party, but was unable to find (and is not aware of) any such third party. Considering the current metal and silver industry, finding a buyer to acquire a mineral property is challenging and involves a high cost. Furthermore, the secured indebtedness that encumbers the Helmer-Bovill Property makes it a very unattractive target for potential buyers.

Without a path to raise additional equity financing, refinance its indebtedness, or sell the Helmer-Bovill Property to a third party, the only alternative to the Disposition would be for the Company to default on its significant debt to BV Lending.

Debt-Free Listed Company and New Opportunities. Following the completion of the Disposition, if approved by shareholders and subsequently consummated, the Company will have no operations, a very small amount of cash and, critically, no significant debt. The Company will migrate to the NEX tier of the TSXV, reserved for listed companies that do not meet the minimum listing standards of the TSXV. However, the Company's continued listed status and the absence of debt will give the Company and management a chance to explore new opportunities to take advantage of the listed status of the Company and create value for its shareholders.

Support of Directors and Senior Officers. All of the independent directors and senior officers of the Company have entered into the Voting Support Agreements pursuant to which, and subject to the terms of which, they have agreed, among other things, to vote their Shares in favour of the Disposition Resolution. As of the date of the Stock Purchase Agreement, the directors and officers collectively beneficially owned or exercised control or direction over an aggregate of approximately 1,873,007 Shares representing approximately 2.0% of the outstanding Shares.

Fairness of the Disposition. The Company believes that the Disposition is substantively and procedurally fair to the Company and to its unaffiliated shareholders due to (i) the value of the consideration being provided to the Company under the Disposition; and (ii) the procedural safeguards put in place prior to the Disposition being agreed.

The Special Committee and the Board also considered the current market value of the Company, which is $937,302, calculated by multiplying 93,730,212 shares issued and outstanding by the last closing price of $0.01 per share on the OTC Markets Platform, and the negative book value of the Company ($(34,171,285)). The Company has not received any purchase offers during the past two years, other than the proposed Disposition; hence there is no offer price for reference. Although the Special Committee and the Board did not consider the going concern and liquidation value, they believe that the Company has nominal value as a going concern because  there is substantial doubt that the Company can continue as a going concern, and no liquidation value because the Company’s debts significantly exceed its assets. 

Substantive Fairness

The Special Committee and the Board received a fairness opinion from RwE to the effect that, as at September 13, 2022, and subject to the assumptions, limitations and qualifications set out therein, the Disposition is fair, from a financial point of view, to the Shareholders.

RwE was engaged by the Special Committee and the Board to act as its financial advisor in connection with the Disposition.

On September 13, 2022, the Fairness Opinion provides that, as of September 13, 2022, based upon and subject to the assumptions, limitations and qualifications set out therein, the Disposition is fair, from a financial point of view, to the Company’s Shareholders excluding shareholders related to BV Lending (i.e. “unaffiliated securityholders” as defined under Rule 13e-3 of the Exchange Act). The Fairness Opinion was among a number of factors taken into consideration by the Board in considering the Disposition. This summary is qualified in its entirety by reference to the full text of the Fairness Opinion. The full text of the Fairness Opinion, which set forth, among other things, the assumptions made, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix “D” to this Proxy Statement. The Company’s shareholders are urged to, and should, read the Fairness Opinion in its entirety. The Fairness Opinion is not a recommendation to any shareholder as to how to vote with respect to the Disposition or any other matter at the Meeting. 

Under the terms of its engagement, RwE was paid a fee of $11,000 for delivery of the Fairness Opinion, which is not contingent upon the opinion being favourable.

The Fairness Opinion considered a number of factors including, but not limited to: (i) the relative amounts of known immediate exploration costs and work commitments versus future contingent work commitments, (ii) the likely development and exploration methods and the ongoing material development costs of Helmer-Bovill Property, (iii) the fact that the Helmer-Bovill Property is located in the United States, (iv) the infrastructure located at or near the Helmer-Bovill Property, (v) new permits issued for the Helmer-Bovill Property, (vi) the fact that the indebtedness is owed by the Company to BV Lending and not tied directly to i-minerals USA, (vii) review of the financial statements of the Company from 2017 to 2022, (viii) significant capital is required to develop the project, (ix) received no offer better than the one received by BV Lending, (x) industrial minerals have mixed demand, (xi) inability to obtain off-take agreements, which is a cornerstone for realizing value in industrial mineral projects, due to the long timeframe to production, (xii) the previously disclosed mineral resources and mineral reserves on the Helmer-Bovill Property, (xiii) other mineral resource companies listed on Canadian stock exchanges due to perceived high risk, (xiv) the lack of certainty that the next stage of development at Helmer-Bovill will occur on favorable terms, and (xv) additional technical and mining development may be positive or negative from future work.

In completing the Fairness Opinion, RwE made the following assumptions: (i) all assets and liabilities of the Company have been recorded in their accounts and financial statements and follow U.S. GAAP standards, (ii) relied on provided documentation by the Company, including data on the historical development and exploration costs on the Helmer-Bovill Property, (iii) the book value of the Company’s balance sheet used in the Fairness Opinion equals their fair value, (iv) the Company and all of its related parties and their principals had no contingent liabilities, unusual contractual arrangements, or substantial commitments, other than in the ordinary course of business, nor litigation pending or threatened, nor judgments rendered against, other than those disclosed by management, (v) no material changes to the audited financial statements for the year ended April 30, 2022, (vi) the Company shareholders are to be treated equally, (vii) the Company owns the Helmer-Bovill Property and all assets set out in its financial statements, (viii) the Company has complied with all rules and regulations of the TSX Venture Exchange, government taxation and regulatory practices as well as all aspects of their contractual agreements that would have an effect on the Fairness Opinion and there is no material agreement not disclosed in the Fairness Opinion, (ix) all conditions to the Disposition will be completed or waived by the parties, (x) no dilutive events at closing of the Disposition, (xi) BV Lending has no other material information that would provide it financial reasons to complete the Disposition, (xii) there are no unforeseen and/or material negative tax consequences to the Company’s shareholders and/or securityholders through the closing of the Disposition, (xiii) the Board has advised that there are no other elements to the Disposition other than set out in the Fairness Opinion, and (xiv) the Board is not aware of any other facts or data involving the Disposition and other matters that would have a material effect on the conclusions in the Fairness Opinion.

Based on the factors considered, RwE considered that the fair market value the Company to be CAD $1.15 million as compared to the US $3 million of value received for i-minerals USA. The Fairness Opinion concluded that subject to the assumptions, limitations and qualifications set out therein, the transaction was fair, from a financial point of view, to the Shareholders. Subsequent developments may affect the Fairness Opinion. RwE has disclaimed any obligation to change or withdraw the Fairness Opinion, advise any person of any change which may come or be brought to the attention of RwE or update the Fairness Opinion after the date of the Fairness Opinion.

Neither RwE nor any of its affiliates is an insider, associate or affiliate (as such terms are defined in the applicable Canadian Securities Laws) of the Company or BV Lending or any of their respective associates or affiliates.

Mr. Ball and BV Natural, which may be considered “affiliates” of the Company required to file a Schedule 13E-3, have adopted the analysis and conclusions of the Board as set forth in this proxy statement regarding the material factors upon which it was determined that the Disposition is substantively fair to the Company and all of the unaffiliated shareholders of the Company. These factors include: (i) the Company will no longer be indebted after the Disposition; (ii) there are no alternatives to the Disposition to satisfy the Company’s indebtedness; (iii) the Company will be a debt-free listed company after the Disposition and will be able to explore new opportunities; (iv) all independent directors and senior officers of the Company have agreed to vote in favour of the Disposition; (v) the Disposition is substantively and procedurally fair to the unaffiliated shareholders due to the fair value of the consideration and the procedural safeguards in place prior to the Disposition being agreed. Mr. Ball and BV Natural also considered the current market value of the Company, which is $937,302, calculated by multiplying 93,730,212 shares issued and outstanding by the last closing price of $0.01 per share on the OTC Markets Platform, and the negative book value of the Company ($(34,171,285)).

Procedural Fairness

Under the SEC rules governing “going-private” transactions, including Rule 13e-3 under the Exchange Act, Mr. Ball and BV Natural, an affiliate of BV Lending, (collectively, the “BV Group”) may be an “affiliate” of the Company and engaged in a “going-private” transaction and, therefore is required to disclose its beliefs as to the fairness of the Disposition to the Company’s “unaffiliated security holders” as defined under Rule 13e-3 of the Exchange Act. BV Group is making the statements included in this section of the Proxy Statement solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. However, no member of the BV Group is making any recommendation to any unaffiliated shareholder as to how that shareholder should vote on any proposal, and the views of each member of the BV Group should not be construed as a recommendation to any unaffiliated shareholder as to how such shareholder should vote. Each member of the BV Group has interests in the Disposition that are different from, and in addition to, those of the unaffiliated shareholders.

The Company was represented by the Special Committee, which negotiated the terms and conditions of the Stock Purchase Agreement on the Company’ behalf, with the assistance of the Special Committee’s independent financial and legal advisors. The Disposition was negotiated by the Special Committee and the Board with Mr. Ball in abstention and was approved after Mr. Ball’s resignation. Mr. Ball was not a member of the Special Committee and did not participate in the deliberations of the Special Committee regarding, or receive advice from the Special Committee’s legal or financial advisors as to, the substantive and procedural fairness of the Disposition to the unaffiliated shareholders. BV Lending did not undertake any independent evaluation of the fairness of the Disposition to the unaffiliated shareholders, nor did it request or obtain any opinion or analysis with respect to the fairness of the Disposition to the unaffiliated shareholders. Mr. Ball resigned as a director of the Company on September 12, 2022, prior to the meeting of the Board on September 13, 2022, at which the Disposition and the Stock Purchase Agreement were approved. See “Fairness of the Disposition”

The Company and BV Lending believes, based on the analysis and resulting conclusions of the Special Committee and the Board described in this section titled “Special Factors – Reasons for the Recommendations of the Company’s Special Committee and the Company’s Board”, that the Disposition is fair, from a financial point of view, to the unaffiliated shareholders.

In making its determinations and recommendations, the Special Committee and the Board also observed that a number of procedural safeguards were in place and are present to permit the Board to represent the interests of the Company, the Shareholders and the Company’s other stakeholders. These procedural safeguards include, among others:

Shareholder Approval. The Disposition must be approved by (i) at least two-thirds of the votes cast on the Disposition Resolution at the Meeting by the Shareholders, present in person or represented by proxy and entitled to vote at the Meeting, and (ii) a simple majority of votes cast by the Shareholders, excluding votes held by interested parties (as defined in MI 61-101), related parties (as defined in MI 61-101) of such interested parties and joint actors (as defined in MI 61-101) of such interested parties or related parties. For majority-vote purposes, shares held by BV Lending, BV Natural, Allen L. Ball and their respective affiliates are excluded; however, directors and officers of the Company, and any other affiliates of the Company who are not also affiliates of BV Lending, BV Natural and Allen L. Ball, are included.  Accordingly, the Disposition does not require a majority of the unaffiliated shareholders of the Company.

Regulatory Approval. The Disposition must be approved by the TSX Venture Exchange. The Stock Purchase Agreement also contains a condition precedent that all regulatory approvals shall be obtained prior to closing.

Dissent Rights. Section 190 of the CBCA provides that any Registered Shareholders who oppose the Disposition may, upon compliance with certain conditions, exercise Dissent Rights and, if the Disposition is ultimately successful, receive the fair value of the Shares the Dissenting Shareholder holds in accordance with the Disposition. See “Rights of Dissenting Shareholders”.

The foregoing summary of the information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes the material information and factors considered by the Special Committee and the Board in their consideration of the Disposition. In view of the variety of factors and the amount of information considered in connection with the Special Committee and the Board’s evaluation of the Disposition, the Special Committee and the Board did not find it practicable to and did not quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. In addition, individual members of the Special Committee and the Board may have assigned different weights to different factors in reaching their own conclusion as to the fairness of the Disposition.

Certain Effects of the Disposition

If the Disposition Proposal receives the required approvals of the Company’s Shareholders described elsewhere in this Proxy Statement and the other conditions to the completion of the Disposition are either satisfied or waived, the Company will transfer to BV Lending all of the issued and outstanding shares of i-minerals USA. Accordingly, the Company will no longer be the indirect owner of the Helmer-Bovill Property, which is its sole mineral property, located in Idaho, USA.

Immediately prior to closing of the Disposition, 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. Further, on closing of the Disposition, BV Lending will transfer to the Company the balance of the debt owed to BV Lending (which amount was approximately US $35.4 million before the Set-Off). As a result of the foregoing, the Company will no longer be indebted to BV Lending and i-minerals USA will no longer be indebted to the Company.

As of the date of this Proxy Statement, BV Lending and its affiliates do not own any of the issued and outstanding shares of i-minerals USA.  Following completion of the Disposition, BV Lending will own 100% of the shares of i-minerals USA and will have a corresponding interest in the net book value and net losses. i-minerals USA net loss for the fiscal year ended April 30, 2022 was approximately $(812,668) and the net book value per share of i-minerals USA as of April 30, 2022 was approximately $(2,365.14). i-minerals USA net loss for the six months ended October 31, 2022 was approximately $(346,577) and the net book value per share of i-minerals USA as of October 31, 2022 was approximately $(2,399.80). The net book value per share of i-minerals USA as of April 30, 2022 was computed by dividing the total deficit of $(23,651,388) by 10,000 total outstanding shares of i-minerals USA. The  net book value per share of i-minerals USA as of October 31, 2022 was computed by dividing the total deficit of $(23,997,965) by 10, total outstanding shares of i-minerals USA. The following sets forth the direct and indirect interests of BV Lending in the net book value per share of i-minerals USA and net loss before completion of the Disposition:

Immediately after completion of the Disposition, BV Lending will own 100% of the shares of i-minerals USA. The following sets forth the direct and indirect interests of BV Lending in the net book value per share of i-minerals USA and net loss immediately after completion of the Disposition:

Other than cash on hand, the Company will own no assets after closing of the Disposition. Until such time that the Company is able to acquire a new mineral property or alternative business, the TSX Venture Exchange will place the Company on notice to move to the NEX Tier of the TSX Venture Exchange. The NEX Tier of the TSX Venture Exchange is for companies that fail to meet continued listing standards.

Upon completion of the Disposition, the Company will still have to comply with reporting requirements under both the United States and Canadian securities laws. However, these requirements should be reduced because we would no longer be a United States company.

The Company currently prepares its financial statements in accordance with United States generally accepted accounting principles (“US GAAP”). We file our audited annual financial statements with the Securities and Exchange Commission on annual reports on Form 10-K and our unaudited interim financial statements with the Securities and Exchange Commission on quarterly reports on Form 10-Q. Additionally, we are a reporting issuer in the Provinces of British Columbia and Alberta, Canada.

Upon completion of the Disposition, we anticipate that we will meet the definition of a “foreign private issuer” under the Securities Exchange Act of 1934 (the “Exchange Act”). As a foreign private issuer, we will be required file an annual report on Form 20-F for its audited annual financial statements. We will also be required file our interim financial statements and management’s discussion and analysis, in the form required by Canadian securities legislation, with the Securities and Exchange Commission on Form 6-K. After closing of the Transaction, we anticipate that we will prepare our financial statements in accordance with International Financial Reporting Standards (“IFRS”). Notwithstanding the foregoing, the Company plans to file a Form 15 to terminate and suspend its duty to file reports under the Exchange Act immediately after closing of the Transaction.

In addition, as a foreign private issuer, our directors, officers and stockholders owning more than 10% of our outstanding common stock will no longer be subject to the insider reporting requirements of Section 16(b) of the Exchange Act and we will no longer be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-United States companies and will not apply to us upon completion of the Disposition.

We will continue to remain subject to Canadian disclosure requirements including those requiring that we publish news releases and file reports about material changes to or for our company, send you information circulars with respect to meetings of our stockholders, file annual and quarterly financial statements and related management’s discussion and analysis and those that require that our officers, directors and major shareholders to file reports about trading in our shares.

Selected Financial Information

The following tables sets forth summary financial information for the Company and for i-minerals USA for the years ended April 30, 2022 and 2021, and for the 6-month period ended October 31, 2022. This information has been summarized from the Company’s financial statements and should only be read in conjunction with the Company’s and i-minerals USA’s financial statements, including the notes thereto, attached as Schedule “F” to Schedule “J” to this Proxy Statement. The Pro Forma financial information gives effect to the Disposition. All references to “$” shall mean US dollars in the following tables.

i-minerals USA

Pro Forma Financial Information for the Company

Financial Statements

A copy of the following financial statements are included in this Proxy Statement:

Financial statements included in this Proxy Statement have been prepared in prepared in conformity with accounting principles generally accepted in the United States and are audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and thus may not be comparable to financial statements of Canadian companies that typically prepare financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and are audited in accordance Canadian auditing standards.

Transactions in Relation to Shares

Other than the Stock Purchase Agreement and the Voting Support Agreement, the Company and its affiliates have not made any transactions with respect to the Company’s Shares during the past two years.

Plans for i-minerals USA After the Disposition

Following the completion of the Disposition, BV Lending will own 100% of the issued and outstanding shares of i-minerals USA. BV Lending expects to retain the three employees of i-minerals USA, and to continue to use the assets of i-minerals USA to explore, evaluate and develop the Helmer-Bovill Property.

I-MINERALS INC. MEETING MATTERS

Time, Date and Place

The Meeting of the Company will be held at Suite 704 - 595 Howe Street, Vancouver, British Columbia on March 2, 2023 at 10:00 a.m. (Vancouver time).

Record Date

The record date for determining the Shareholders entitled to receive notice of and to vote at the Meeting is January 25, 2023. Only Shareholders of record as of the close of business (Vancouver time) on the Record Date are entitled to vote at the Meeting.

Shareholder Approvals Required

The votes required to approve the Disposition is as follows:

The votes required to approve the Continuation is the affirmative vote of a special majority of the Shares voted at the Meeting, in person or by proxy, on the Continuance Resolution, pursuant to section 188(5) of the CBCA.

The affirmative vote of a majority of the Shares represented at the Meeting in person or by proxy is required to pass the following resolutions:

Voting by Proxies

The form of proxy accompanying this Proxy Statement confers discretionary authority upon the proxy nominee with respect to any amendments or variations to matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting or any postponement or adjournment thereof. As at the date of this Proxy Statement, the Company’s management is not aware of any such amendments or variations, or of other matters to be presented for action at the Meeting. However, if any amendments to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly come before the Meeting or any postponement or adjournment thereof, the Shares represented by properly executed proxies given in favour of the person(s) designated by management of the Company in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.

If the instructions in a proxy given to the Company’s management are specified, the Shares represented by such proxy will be voted FOR or AGAINST in accordance with your instructions on any poll that may be called for. If a choice is not specified, the Shares represented by a proxy given to the Company’s management will be voted FOR the approval of the Disposition Resolution as described in this Proxy Statement. A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the persons designated in the form of proxy and may exercise such right by inserting the name in full of the desired person in the blank space provided in the form of proxy and striking out the names now designated.

Your vote is important regardless of the number of Shares you own.

The Company intends to hold the Meeting in person. However, in view of the current COVID-19 pandemic, the Company requests that, in considering whether to attend the Meeting in person, Shareholders follow the instructions of the Public Health Agency of Canada (PHAC; www.canada.ca/en/public-health.html) and the B.C. Centre for Disease Control (http://www.bccdc.ca/health-info/diseases-conditions/covid-19). Access to the Meeting will, subject to the Company’s Articles, be limited to essential personnel and registered Shareholders and proxyholders entitled to attend and vote at the meeting.

The Company may take additional precautionary measures in relation to the Meeting in response to any further development with or governmental response to the COVID-19 outbreak. In the event it is not possible or advisable to hold the Meeting in person, the Company will announce alternative arrangements for the meeting as promptly as practicable, which may include postponing the meeting or holding the meeting entirely by electronic means, telephone or other communication facilities. If you are planning to attend the meeting, please check the Company’s website one week prior to the date of the meeting.

The Company encourages Shareholders NOT to attend the meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing, or have been in contact within the last 14 days with anyone known or suspected to have COVID-19. Instead, the Company encourages Shareholders to date and sign the enclosed form of proxy and return it in the envelope provided, or, alternatively, to vote by telephone, or over the internet, in each case in accordance with the enclosed instructions. To be used at the Meeting, the completed proxy form must be deposited at the office of Computershare Investor Services Inc. (“Computershare”), Proxy Department, 8^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 (Fax: 1-866-249-7779 (toll free within North America) or (416) 263-9524 (outside North America)) by mail or fax or the proxy vote is otherwise registered in accordance with the instructions included thereon. Non-registered Shareholders who receive these materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy or voting instructions form, as applicable, must be received by Computershare not later than 10:00 a.m. (Vancouver time) on February 13, 2023, or in the case of any postponement or adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the postponed or adjourned meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

Revocability of Proxies

In addition to revocation in any other manner permitted by law, a Shareholder executing the enclosed form of proxy has the power to revoke it by depositing an instrument in writing executed by the Shareholder or his or her legal representative authorized in writing or, where the Shareholder is a corporation, by the corporation or a representative of the corporation. To be valid, an instrument of revocation must be received at the Company’s principal and head office by mail or by hand at Suite 1100 – 1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5 at any time up to and including the last business day preceding the day of the Meeting, or in the case of any postponement or adjournment of the Meeting, the last business day preceding the day of the postponed or adjourned Meeting, or delivered to the Chair of the Meeting on the day fixed for the Meeting, and prior to the start of the Meeting or any postponement or adjournment thereof. A registered Shareholder may also revoke a proxy in any other manner permitted by law. Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary, revoke their proxy in accordance with the revocation procedures.

Voting of Shares Owned by Beneficial Shareholders

Many shareholders are “Beneficial Shareholders” because the Shares of the Company they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. If you are a Beneficial Shareholder, you should read the information below on how to vote your Shares at the Meeting.

Only shareholders whose names appear on the records of the Company as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or clearing agency such as The Canadian Depository for Securities Limited, in Canada, and the Depository Trust Company, in the United States(a "Nominee"). If you purchased your shares through a broker, you are likely a non-registered holder.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as NOBOs. Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as OBOs.

In accordance with the requirements of National Instrument 54-101, the Company has elected to send the Meeting materials directly to NOBOs.

If the Company or its agent has sent these materials directly to you (instead of through a Nominee), your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Nominee holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions.

The Company does not intend to pay for Nominees to deliver the Meeting materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Meeting materials unless their Nominee assumes the costs of delivery.

The Company is not sending the Meeting materials to shareholders using "notice-and-access", as defined under NI 54-101.

Quorum

A quorum at meetings of the Shareholders of the Company consists of one or more Shareholder present at the meeting in person or represented by proxy.

Principal Holders of the Company

The authorized share capital of the Company consists of an unlimited number of Shares. As at the Record Date, 93,730,212 Shares were issued and outstanding. Each Share is entitled to one vote at a meeting of Shareholders.

The Board has fixed the close of business on January 25, 2023 as the Record Date for the purpose of determining the Shareholders entitled to receive notice of the Meeting, but the failure of any Shareholder who was a Shareholder on the Record Date to receive notice of the Meeting does not deprive the Shareholder of the right to vote at the Meeting.

To the best of the knowledge of the directors and executive officers of the Company, there are no persons who, or corporations which, beneficially own, or control or direct, directly or indirectly, voting shares carrying 10% or more of the voting rights attached to any class of voting shares of the Company other than:

Notes:

Share Structure of the Company

The authorized share capital of the Company consists of an unlimited number of Shares. As at the Record Date, 93,730,212 Shares were issued and outstanding.

Market Price of Common Stock and Dividends

The Company’s Shares trade on the TSX Venture Exchange under the symbol “IMA”, and over-the-counter in the United States on the OTC Pink marketplace under the symbol “IMAHF”. The following table sets forth, for the periods indicated, the high and low sales prices of the Shares and the dividends declared on the Shares.