UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2015
I-MINERALS
INC.
(Exact
name of registrant as specified in its charter)
CANADA | 000-55321 | 20-4644299 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Suite 880, 580
Hornby Street
Vancouver, BC |
V6E 3M4 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code | (877) 303-6573 |
N/A
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Settlement Agreement
On December 2, 2015, I-Minerals Inc. (the “Company”) received final court approval of its settlement of the lawsuit against the Company by Idaho Industrial Minerals, LLC (“IIM”), Hoodoo Resources, LLC (“Hoodoo”), the principal of Hoodoo, Robert Lemke (“Lemke”), Brent Thomson (“Thomson”) and The Thomson Family Trust (the “Thomson Trust”) (IIM, Hoodoo, Lemke, Thomson and the Thomson Trust collectively referred to as the “Plaintiffs”) in Latah County, Idaho.
The terms of the settlement are set forth in a formal definitive settlement agreement (the “Settlement Agreement”) among the Plaintiffs, the Estate of Philip Nisbet, Allen Ball (“Ball”), the Allen Ball and Connie Ball Family Trust (the “Ball Trust”), Ball Ventures, LLC (“BV”) and BV Natural Resources, LLC (“BVNR”) (Ball, the Ball Trust, BV and BVNR collectively referred to as the “Ball Entities”) and Northwest Kaolin, Inc. (“NWK”). In addition to the Latah County lawsuit, two additional lawsuits received court approval and dismissal: the lawsuit between the Ball Entities and the Plaintiffs filed in Ada County, Idaho; and the lawsuit between the Ball Entities and the Plaintiffs filed in Nez Perce County, Idaho.
Under the terms of the Settlement Agreement, the Company has agreed to pay to IIM the sum of USD $100,000 in exchange for a full release and dismissal with prejudice of the claims made against the Company by the Plaintiffs, as well as the acknowledgement by IIM and NWK that the Company is the sole owner of the mineral leases that make up the Company’s Helmer-Bovill property.
Also under the Settlement Agreement, BVNR, an entity controlled by Allen Ball, one of the Company’s directors and a member of IIM, has agreed to grant to IIM options to purchase certain common shares of the Company owned by BVNR. The option grant by BVNR to IIM is separate and apart from the payment to be made by the Company to IIM, and does not affect the rights and obligations of the Company under the Settlement Agreement. However, the Company has agreed to file a registration statement with the United States Securities and Exchange Commission for the resale of the Company’s common shares by BVNR to IIM as a result of the options.
A copy of the Company’s news release regarding the Settlement Agreement is attached as Exhibit 99.1 hereto.
Amendment Agreement to Loan Agreement
On December 1, 2015, the Company entered into amendment agreement with BV Lending, LLC (the “Lender”), an entity controlled by Allen Ball, a director of the Company, whereby the Lender has agreed to loan the Company up to an additional USD $1,000,000 (the “Additional Loan”). The Additional Loan will be advanced to the Company in tranches over the months January through May 2016, with all of the other terms and conditions of the original loan agreement to remain in effect, including provisions for security for advances, the potential payment of interest either in cash or in common shares and the issuance of “bonus shares” and “bonus warrants” to the lender pursuant to the provisions of TSX Venture Exchange Policy 5.1.
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 | Amendment Agreement dated December 1, 2015 among I-Minerals Inc., I-Minerals USA Inc. and BV Lending, LLC. |
99.1 | News Release dated December 3, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
I-MINERALS INC. | ||
Date: December 7, 2015 | ||
By: | /s/ Thomas Conway | |
Thomas Conway | ||
Chief Executive Officer and President |
THIS AMENDING AGREEMENT is made as of December 1, 2015.
AMONG:
i-Minerals Inc. , a body corporate, continued under the laws of Canada, having its head office at Suite 880 - 580 Hornby Street, Vancouver, British Columbia, Canada V6C 3B6 |
(hereinafter called the "Company") |
OF THE FIRST PART
AND:
i-minerals USA Inc., an Idaho limited liability company, having an office c/o the Company, at Suite 880 - 580 Hornby Street, Vancouver, British Columbia, Canada V6C 3B6 |
(hereinafter called the "Subsidiary'') |
OF THE SECOND PART
AND:
BV Lending, LLC, an Idaho limited liability company, having its head office at Suite 201 - 901 Pier View Drive, Idaho Falls, Idaho, U.S.A. 83402 |
(hereinafter called "BV") |
OF THE THIRD PART
WHEREAS:
A. | Pursuant to an agreement among the parties dated February 18, 2015 (hereinafter called the "Loan Agreement"), BV agreed to advance certain funds to the Company to advance its Bovill Kaolin Project located in the State of Idaho, U.S.A.; |
B. | The Company continues to require additional funding to advance its Bovill Kaolin Project; |
C. | BV has agreed to provide additional funding to the Company in the amount of $1,000,000 pursuant to the terms and conditions of this Amending Agreement; and |
D. | The Subsidiary is a wholly-owned subsidiary of the Company and is the legal owner of the Helmer Bovill Property hosting the Bovill Kaolin Project in the State of Idaho, U.S.A., as referred to in Recital A. herein; |
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NOW THEREFORE THIS AMENDING AGREEMENT WITNESSETH that in consideration of these presents and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereby agree as follows:
1. | The reference to $4,463,000 in paragraph 2.01 of the Loan Agreement is amended to read $5,463,000, with the additional $1,000,000 to be considered Advances under the Loan Agreement pursuant to the amended Schedule A provided for in paragraph 2 hereof. |
2. | Schedule A to the Loan Agreement is amended to read as follows: |
"SCHEDULE A
(1) | The parties acknowledge and agree that this $617,000 had been advanced to the Company by BV prior to the date of this Agreement, and that this $617,000 shall be considered an "Advance" as defined in this Agreement." |
3. | Capitalized terms used herein and not otherwise defined have the same meanings as contained in the Loan Agreement. |
4. | Except as amended by this Amending Agreement, all of the other terms and conditions of the Loan Agreement remain in full force and effect. |
5. | Each of the parties agrees to do and/or execute all such further and other acts, deeds, things, devices, documents and assurances and may be required in order to carry out the true intent and meaning of this Amending Agreement. |
6. | This Amending Agreement and any certificate or other writing delivered in connection herewith may be executed in any number of counterparts and any party hereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts of this Amending Agreement or such other writing, as the case may be, taken together, will be deemed to be one and the same instrument. The execution of this Amending Agreement or any other writing by any |
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party hereto will not become effective until each party hereto has executed a counterpart of this Amending Agreement or any other writing, as the case may be. |
7. | Each of the parties hereto will be entitled to rely upon delivery by facsimile of executed copies of this Amending Agreement and any certificates or other writings delivered in connection herewith, and such facsimile copies will be legally effective to create a valid and binding agreement between the parties in accordance with the terms and conditions of this Amending Agreement. |
8. | This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their successors and permitted assigns, as the case may be. |
IN WITNESS WHEREOF this Amending Agreement has been executed as of the day and year first above written.
Executed by
I-Minerals Inc.
in the presence of:
/s/
Thomas Conway
_____________________________
Authorized Signatory
Executed by
i-minerals USA Inc.
in the presence of:
/s/
Thomas Conway
_____________________________
Authorized Signatory
Executed by
BV Lending, LLC
By: |
Ball Ventures, LLC, an Idaho
limited liability company, the Member |
/s/ Cortney Liddiard |
Per: | _____________________________ |
Cortney Liddiard, CEO |
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DATED: December 1, 2015
Among: I-Minerals Inc. OF THE FIRST PART And: i-minerals USA Inc. OF THE SECOND PART And: BV Lending, LLC OF THE THIRD PART
AMENDING AGREEMENT
(TO LOAN AGREEMENT
Tupper Jonsson
& Yeadon
Telephone: (604) 640-6355 |
|
I-Minerals Inc.
Suite 880 - 580 Hornby Street Vancouver, BC, V6C 3B6 Phone: 604.303.6573 Fax: 604.684.0642 Email: info@imineralsinc.com |
I-Minerals Receives Court Approval of Settlement Agreement
Vancouver, B.C. (December 3, 2015) -- I-Minerals Inc. (TSX.V: IMA; OTCQX: IMAHF) ("the Company" or "I-Minerals") announces, further to its press releases of March 20, 2014, July 3, 2014, October 8, 2014, May 19, 2015, June 3, 2015 and November 10, 2015, the Company has received final court approval of its settlement of the lawsuit against the Company by Idaho Industrial Minerals, LLC (“IIM”), Hoodoo Resources, LLC (“Hoodoo”), the principal of Hoodoo, Robert Lemke (“Lemke”), Brent Thomson (“Thomson”) and The Thomson Family Trust (the “Thomson Trust”) (IIM, Hoodoo, Lemke, Thomson and the Thomson Trust collectively referred to as the “Plaintiffs”) in Latah County, Idaho.
The terms of the settlement are set forth in a formal definitive settlement agreement (the “Settlement Agreement”) among the Plaintiffs, the Estate of Philip Nisbet, Allen Ball (“Ball”), the Allen Ball and Connie Ball Family Trust (the “Ball Trust”), Ball Ventures, LLC (“BV”) and BV Natural Resources, LLC (“BVNR”) (Ball, the Ball Trust, BV and BVNR collectively referred to as the “Ball Entities”) and Northwest Kaolin, Inc. (“NWK”). In addition to the Latah County lawsuit, two additional lawsuits received court approval and dismissal: the lawsuit between the Ball Entities and the Plaintiffs filed in Ada County, Idaho; and the lawsuit between the Ball Entities and the Plaintiffs filed in Nez Perce County, Idaho.
Under the terms of the Settlement Agreement, the Company has agreed to pay to IIM the sum of USD $100,000 in exchange for a full release and dismissal with prejudice of the claims made against the Company by the Plaintiffs, as well as the acknowledgement by IIM and NWK that the Company is the sole owner of the mineral leases that make up the Company’s Helmer-Bovill property.
Also under the Settlement Agreement, BVNR, an entity controlled by Allen Ball, one of the Company’s directors and a member of IIM, has agreed to grant to IIM options to purchase certain common shares of the Company owned by BVNR. The option grant by BVNR to IIM is separate and apart from the payment to be made by the Company to IIM, and does not affect the rights and obligations of the Company under the Settlement Agreement. However, the Company has agreed to file a registration statement with the United States Securities and Exchange Commission for the resale of the Company’s common shares by BVNR to IIM as a result of the options.
About I-Minerals Inc.
I-Minerals is developing multiple deposits of high purity, high value halloysite, quartz, potassium feldspar and kaolin at its strategically located Helmer-Bovill property in north central Idaho. A 2014 Prefeasibility Study on the Bovill Kaolin Deposit completed by SRK Consulting (USA) Inc. highlights the potential of the Helmer-Bovill property’s Bovill Kaolin deposit: after tax NPV 6 of $212 million; 30.5% IRR; 3 year payback and $72.7 million initial CAPEX; $84 million CAPEX including life of mine sustaining capital over a 25 year mine life. Ongoing development work is focused on moving the project towards production.
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I-Minerals Inc.
Per: “ Thomas M. Conway ”
Thomas M.
Conway,
President
& CEO
Contact: | Barry Girling | Paul J. Searle, Investor Relations |
877-303-6573 or 604-303-6573 ext. 102 | 877-303-6573 or 604-303-6573 ext. 113 | |
Email: info@imineralsinc.com
Or visit our website at www.imineralsinc.com |
Email: psearle@imineralsinc.com
|
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
This News Release includes certain "forward looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various risks. Actual results could differ materially from those projected as a result of the following factors, among others: changes in the world wide price of mineral market conditions, risks inherent in mineral exploration, risk associated with development, construction and mining operations, the uncertainty of future profitability and uncertainty of access to additional capital.