Filed by Avantafile.com - I-Minerals Inc. - Exhibit 10.1









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


	 	
  2015  
	 	 	 	
  February  	
  March  	
  April  	
  May  	
  June  
	 	 	 	 	 	 	 	 
	 	
  Budget  	 	
  $617,000(1)
	
  $500,000  	
  $500,000  	
  $500,000  	
  $500,000  
	 	 	 	 	 	 	 	 
	 	 	
  July  	
  August  	
  September  	
  October  	
  November  	
  December  
	 	 	 	 	 	 	 	 
	 	
  Budget  	
  $500,000  	
  $500,000  	
  $300,000  	
  $300,000  	
  $100,000  	
  $146,000  
	 	
  2016  
	 	 	 	
  January  	
  February  	
  March  	
  April  	
  May  
	 	 	 	 	 	 	 	 
	 	
  Budget  	 	
  $200,000  	
  $200,000  	
  $200,000  	
  $200,000  	
  $200,000  



	 	(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







3

	 	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

        DATED FEBRUARY 18, 2015)

       

      Tupper Jonsson
  & Yeadon

        1710 - 1177 West Hastings Street

      Vancouver, B. C. V6E2L3

     Telephone: (604) 640-6355