Filed by Avantafile.com - I-Minerals Inc. - Exhibit 10.5









FOURTH AMENDMENT AND
RATIFICATION OF THE ASSIGNEMENT AGREEMENT

WITH A CONTINGENT
RIGHT OF REVERTER

Effective January 21,
2010


KNOW ALL MEN BY THESE PRESENTS THAT:


WHERESAS, by
that certain Assignment Agreement with Contingent Right of Reverter (hereafter
the “Agreement”) made effective as of August 10, 2002 (the “Effective Date”),
i-minerals inc. (formerly Alchemy Ventures Ltd. “ALY”) a company continued to
the Canada Business Corporations Act (“IMA”), received certain state mineral
lease applications from Idaho Industrial Minerals LLC an Idaho  limited
liability company (“IIM”) and Northwest Kaolin, a Idaho corporation (“NWK”),
collectively, referred to herein after as the “Parties”; and


WHEREAS, the
sixteen lease applications were modified and consolidated, which became ten
Mineral Leases as more completely described on Exhibit A, attached hereto and
incorporated herein (the “Leases”), and the
Idaho Department of Lands issued the Leases to AlchemyKaolin, inc., which later
assigned the Leases to a partnership, i-minerals Helmer-Bovill, L.L.P.;
and


WHEREAS, 
ALY changed its name to i-minerals inc and was continued from the jurisdiction
of the Company Act (British Columbia) to the jurisdiction of the Canada
Business Corporation Act on January 24, 2004 and its wholly owned subsidiary
AlchemyKaolin Inc., an Idaho incorporated company, changed its name to
i-minerals USA inc. in February 2005 (“IMI”); and


WHEREAS,
IMA, IMI, IIM and NWK amended the Agreement effective August 10, 2005 (the
“First Amendment”) to extend the term of the Agreement to six years from the
Effective Date of the Agreement and arrange for additional consideration to IIM
and NWK; and


WHEREAS, the
First Amendment proved difficult for the TSX Venture Exchange (the “TSX.V”) to
quickly approve due to the complexity of evaluating the future share
consideration, and the parties rescinded the First Amendment and ratified the
Agreement in all of its terms, except as modified, amended and changed by the
Second Amendment And Ratification of Assignment Agreement With Contingent Right
of Reverter effective as of August 10, 2005 (the “Second Amendment”), which
included the same extension of the term of the Agreement to six years from its
Effective Date; and


WHEREAS, the
term of the Agreement as agreed to and extended by the Parties in the Second
Amendment was of insufficient length for IMA to meet the share issuance
milestones as set forth in the Agreement; therefore, IMA, IMI, IIM and NWK
amended the Agreement effective August 10, 2008 (the “Third Amendment”) to
extend the term of the Agreement to nine years from the Effective Date of the
Agreement and arrange for additional consideration to IIM and NWK; and


WHEREAS, by that certain Plan of Merger filed with the
Idaho Secretary of State’s Office on January 20, 2010 and made effective on the
date of filing, i-minerals Helmer-Bovill, L.L.P. merged with i-minerals USA,
inc., and the sole surviving entity is was i-minerals USA, inc., which
automatically transferred the Leases to i-minerals USA, inc. by State law I.C. 30-18-206 (the
Idaho Entities Transaction Act).


	Fourth Amendment and Ratification 1.22.10	Page 1 of  8






NOW THEREFORE, in consideration of the sum of $500 and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
we, the undersigned, and each for itself, himself or herself as the case may
be, do hereby:



  1.    Replace in its entirety Section 1.4 of the Agreement such that
    the new Section 1.4 of the Agreement will read:

  
    1.4    Term.  The term of this Agreement shall commence on the Effective Date
      and shall continue for a period of eleven (11) years (the
      “Term”), unless sooner terminated as provided in this Agreement.

  

  2. Replace in its
     entirety Section 2.1.2 of the Agreement such that the new Section 2.1.2 of
     the Agreement will read:

  
    2.1.2 Upon Completion of a
      Feasibility Study.  Upon completion of a
      Feasibility Study, IMA shall deliver to IIM, Six Hundred Thousand
        (600,000) common shares of IMA.

  

  3. Replace in its
     entirety Section 2.1.4 of the Agreement such that the new Section 2.1.4 of
     the Agreement will read:

  
    2.1.4 Upon Completion of the
      Permitting Process.  Upon completion of the
      Permitting Process, IMA shall deliver to IIM Seven Hundred Thousand
        (700,000) common shares of IMA.  The “Permitting Process” means the
      activities and time period required to obtain all federal, state or local
      government permits, licenses or other approval (including water rights)
      necessary for IMA (or its subsidiaries or affiliates), to construct and operate
      commercial mining and beneficiation facilities on the Properties, including, if
      required through the development of a Production Plant.

  

  4. Strike
     from the Agreement Section 2.1.5 in
     its entirety eliminating any and all
     obligation of IMA to issue any shares on the Completion of a Production
     Plant and First Delivery of Commercial Product.

  5. Ratify, adopt and confirm the Agreement
    in all its terms and provisions as previously modified, amended and
    changed and as modified amended and changed herein, and do hereby grant convey
    and assign said Lease Applications, Leases and Properties, as more fully
    described in Exhibit A attached hereto and incorporated by this reference,
    which description supersedes and replaces all previous descriptions of
    Lease Applications, Leases and Properties unto IMA, its successors,
    subsidiaries, affiliates and assigns in interest, as fully and completely
    as if it had originally been named as assignee in said Agreement.



	Fourth Amendment and Ratification 1.22.10	Page 2 of  8







  6. This Fourth
    Amendment and Ratification of Assignment Agreement and Contingent Right of
    Reverter (the “Fourth Amendment”) is subject to the acceptance of the
    TSX.V.



We, the undersigned, hereby declare that
the Agreement in all its terms and provisions, as herein and previously
amended, is binding on each of us and our respective heirs, executors,
administrators, successors of the undersigned.


This Fourth Amendment may be executed in
two or more counterparts and a facsimile of the executed signature page shall
constitute an original for all purposes, each of which shall be deemed to be an
original and all of which together shall constitute one and the same instrument.


                IN WITNESS WHEREOF, this
Fourth Amendment has been executed effective as of the 21st day of
January 2010.


	
  IIM:
IDAHO INDUSTRIAL MINERALS LLC
  	 	
  IMA
i-minerals inc.
  
	
  By /s/ Robb Lemke
  	 	
  By /s/ Barry Girling
  
	
              President
  	 	
  Director
  
	 	 	 
	
  NWK
Northwest Kaolin, Inc.
  	 	
  IMI
i-minerals USA inc.
  
	
  By /s/ Robb Lemke
  	 	
  By /s/ Roger Kauffman
  
	
              President
  	 	
  President
  


THE REST OF
THIS PAGE INTENTIONALLY LEFT BLANK.


	Fourth Amendment and Ratification 1.22.10	Page 3 of  8






PROVINCE OF BRITISH COLUMBIA     )


                                                                :
ss.


CITY OF VANCOUVER                           )


            On this _____
day of January, 2010, before me, ______________, a notary public in and for
said State, personally appeared W. Barry Girling, known or identified to me to
be the Director of i-minerals inc., a British Columbia corporation, the
corporation that executed the instrument, and acknowledged to me that said
corporation executed the same.


            IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.


	 	_______________________________________________

      Notary Public

      Residing at                                                                                             

    Comm. Expires                                                                                      



STATE OF IDAHO                  )

                                                :
ss.


COUNTY OF                           )


            On this _____
day of January, 2010, before me, ______________, a notary public in and for
said State, personally appeared Robb Lemke, known or identified to me to be the
President of IDAHO INDUSTRIAL MINERALS, LLC., an Idaho limited liability company, the corporation that
executed the instrument, and acknowledged to me that said corporation executed
the same.


            IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.


	 	_______________________________________________

      Notary Public

      Residing at                                                                                             

    Comm. Expires                                                                                      





	Fourth Amendment and Ratification 1.22.10	Page 4 of  8






STATE OF IDAHO  )


                                : ss.


COUNTY OF ADA  )


            On this _____
day of January, 2010, before me, ______________, a notary public in and for
said State, personally appeared Robb Lemke, known or identified to me to be the
President of NORTHWEST KAOLIN, INC.,
an Idaho corporation, the corporation that executed the instrument, and
acknowledged to me that said corporation executed the same.


            IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.

	 	_______________________________________________

      Notary Public

    Residing at                                                                                             



Comm. Expires

STATE OF IDAHO                  )


                                                :
ss.


COUNTY OF                           )


            On this _____
day of January, 2010, before me, ______________, a notary public in and for
said State, personally appeared Roger A. Kauffman, known or identified to me to
be the _____________ of I-MINERALS USA, INC., an Idaho limited liability
company, the corporation that executed the instrument, and acknowledged to
me that said corporation executed the same.


            IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.

	 	_______________________________________________

      Notary Public

      Residing at                                                                                             

    Comm. Expires





	Fourth Amendment and Ratification 1.22.10	Page 5 of  8






EXHIBIT
A 


TO
THAT CERTAIN 


FOURTH
AMENDMENT AND RATIFICATION OF THE ASSIGNMENT AGREEMENT WITH A 


CONTINGENT
RIGHT OF REVERTER


Dated
Effective January 21, 2010


By
and between Idaho Industrial Minerals, LLC and i-minerals, inc.


MINERAL
LEASES HELD BY I-MINERALS USA, INC. 


AS
OF JANUARY 20, 2010




	Fourth Amendment and Ratification 1.22.10	Page 6 of  8








	
  LEASE No.
  	
  Township
  	
  Range
  	
  Section
  	
  Legal Description
  	
  Acres
  
	
  9266
  	
  41 North
  	
  1 East
  	
  18
  	
  Lot 2 (SW1⁄4NW1⁄4), 

  NE1⁄4, E1⁄2NW1⁄4, W1⁄2SE1⁄4, W1⁄2SE1⁄4SE1⁄4
  	
  381
  
	
  9267
  	
  41 North
  	
  1 East
  	
  17
  	
  NW1⁄4, N1⁄2SW1⁄4, S1⁄2SW1⁄4SE1⁄4, SE1⁄4SE1⁄4, W1⁄2NE1⁄4,
  W1⁄2NE1⁄4NE1⁄4
  	
  400
  
	
  9268
  	
  40 North
  	
  1 West
  	
    6
  	
  Lot 9 (SW1⁄4NW1⁄4), 

  Lot 10 (NW1⁄4SW1⁄4), 

  Lot 11 (SW1⁄4SW1⁄4), 

  SE1⁄4NW1⁄4, E1⁄2SW1⁄4, SE1⁄4, SW1⁄4NE1⁄4
  	
  451
  
	
  9269
  	
  40 North
  	
  1 West
  	
    8
  	
  S1⁄2, NE1⁄4NE1⁄4, S1⁄2NE1⁄4
  	
  440
  
	
  9272
  	
  41 North
  	
  1 West
  	
  23
  	
  Lot 1 (NE1⁄4NE1⁄4)

  Lot 2 (NW1⁄4NW1⁄4)

  Lot 3 (SW1⁄4NW1⁄4)

  Lot 4 (SE1⁄4NE1⁄4)

  Lot 5 (NE1⁄4SE1⁄4)

  Lot 6 (NW1⁄4SW1⁄4)

  Lot 7 (SW1⁄4SW1⁄4)

  Lot 8 (SE1⁄4SE1⁄4)

  E1⁄2SW1⁄4, W1⁄2SE1⁄4
  	
  485
  
	
  9273
  	
  41 North
  	
  1 West
  	
  22

  27
  	
  NE1⁄4SW1⁄4

  Lot 1 (SE1⁄4SE1⁄4)

  Lot 2 (SW1⁄4SE1⁄4)

  Lot 3 (SE1⁄4SW1⁄4)

  Lot 4 (SW1⁄4SW1⁄4)

  W1⁄2NW1⁄4, SE1⁄4NW1⁄4, S1⁄2NE1⁄4, N1⁄2S1⁄2
  	
  556
  




	Fourth Amendment and Ratification 1.22.10	Page 7 of  8








	
  9275
  	
  41 North
  	
  1 West
  	
  20

  24

  36
  	
  W1⁄2NE1⁄4, NE1⁄4NE1⁄4, W1⁄2SE1⁄4, SE1⁄4SE1⁄4

  Lot 2 (NW1⁄4NW1⁄4),

  Lot 3 (SW1⁄4NW1⁄4), 

  E1⁄2NW1⁄4, NW1⁄4NE1⁄4

  SW1⁄4SE1⁄4, E1⁄2SW1⁄4
  	
  562
  
	
  9276
  	
  41 North
  	
  1 West
  	
  21

  22
  	
  N1⁄2

  N1⁄2
  	
  640
  
	
  9279
  	
  41 North
  	
  1 West
  	
  16
  	
  Lot 3 (SE1⁄4SW1⁄4),

  Lot 4 (SW1⁄4SW1⁄4), 

  NW1⁄4, N1⁄2SW1⁄4, S1⁄2NE1⁄4
  	
  414
  
	
  9293
  	
  40 North
  	
  1 West
  	
  17
  	
  NW1⁄4, N1⁄2NE1⁄4, SE1⁄4NE1⁄4, NW1⁄4SE1⁄4
  	
  320
  




	Fourth Amendment and Ratification 1.22.10	Page 1 of  8