I-Minerals Inc

I-Minerals Inc deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

This final amendment reports that shareholders approved the sale of i-minerals USA to BV Lending at the March 2, 2023 meeting, with 93.37% of votes cast in favour, and 84.71% when votes from BV Natural, Mr. Ball and other interested parties are excluded. The sale was completed on March 3, 2023, resolving the September 2022 agreement. The company no longer owns the Helmer-Bovill project, in line with what was disclosed earlier.

business combination

I-Minerals issued its final proxy for a March 2, 2023 shareholder meeting to vote on selling i-minerals USA to BV Lending. The board unanimously recommends voting for it. The proxy says the company owes BV Lending about US$35.4 million, due February 15, 2023, that it lacks cash to repay, and that it relies on BV Lending extending the due date. After the sale it would have no assets other than a modest amount of cash and no substantive operations, and it expects to explore new business opportunities while staying listed on the TSXV. The meeting also covers electing four directors (Theobald, Girling, Childress, Moorhouse), appointing BDO Canada LLP as auditor, approving the stock option plan, and moving the company's incorporation to British Columbia after the sale. Dissenting shareholders may be paid fair value for their shares.

business combination

I-Minerals, BV Natural Resources and Allen Ball filed the going-private-style transaction statement required because the sale of i-minerals USA to BV Lending involves a major shareholder. It was filed alongside a preliminary proxy for a shareholder meeting to approve the sale, and it mostly points to the proxy for details. It states the sale covers all or substantially all of the company's assets and that the company will be delisted from the OTC Pink marketplace after it. This continues the September 2022 sale agreement; it is still preliminary and not yet approved.

business combination

I-Minerals agreed to sell all shares of its subsidiary i-minerals USA, which owns the Helmer-Bovill leases, to BV Lending for a US$3,000,000 share value paid by setting off debt owed to BV Lending. The filing says about US$25.7 million of intercompany debt will be cancelled, the balance of the company's debt to BV Lending (about US$35.4 million before the set-off) will be transferred to the company, and the earlier loan agreements and security will be terminated. After closing the company will have no mineral properties and will need to find a new business. The deal needs shareholder and TSX Venture Exchange approval, and BV Lending is a non-arm's length party holding about 39.4% of the company's shares. This is the end point of the BV Lending borrowing since 2015.

material agreement

I-Minerals announced the results of the Pre-Feasibility Study on its Bovill Project in Idaho, via a news release attached as an exhibit. The filing itself gives no figures; the details are only in the attached news release. This follows the 2019 withdrawal of the earlier feasibility study and relates to the loan repayment trigger set in November 2019.

resource reserve update

I-Minerals entered a new loan agreement with BV Lending LLC, controlled by Chairman Allen Ball, for up to a further US$700,000 at 14% interest, with bonus shares of 6% of each advance as extra consideration. Repayment is due on the earlier of June 30, 2020 and 60 days after a Pre-Feasibility Study is filed on SEDAR. The repayment date for earlier loans, which with interest total about US$26 million, was extended to the same terms. This continues the borrowing from BV Lending begun in 2015.

debt financing

I-Minerals said that after re-evaluating market demand, the market is unlikely to support an operation of the size in its March 2016 Feasibility Study. That study is no longer current, and the previously reported proven and probable reserves should no longer be classified or relied on as reserves. Mineral resource estimates are unchanged from October 26, 2015, and the company is assessing a phased, lower-capital approach focused on metakaolin and halloysite; SRK Consultants have been engaged for an updated technical report.

resource reserve update

I-Minerals received final court approval of a settlement of the Idaho lawsuits brought by Idaho Industrial Minerals and others. The company will pay IIM US$100,000 for a full release, and IIM and Northwest Kaolin acknowledge the company as sole owner of the mineral leases making up the Helmer-Bovill property. Separately, the company entered an amendment with BV Lending (controlled by director Allen Ball) for up to US$1,000,000 more in loans, advanced January to May 2016 on the original loan's terms. This continues the BV Lending borrowing from March 2015.

material agreement

I-Minerals closed a loan agreement with BV Lending, LLC, a company controlled by director Allen Ball, for up to US$4,463,000 in tranches (US$617,000 advanced so far) at 12% interest, payable in cash or shares at the lender's choice. The lender may also receive up to 1,889,095 bonus shares and the same number of bonus warrants, and can nominate a director. Repayment is due within 24 months after the last advance, with earlier repayment triggered by a Bovill Kaolin Project joint venture, full-production financing, a change of control above 40%, or equity raises.

debt financing