Filed by Avantafile.com - I-Minerals Inc. - Exhibit 10.9









SALES
AGREEMENT


            THIS AGREEMENT is made and entered into this 28 day of
April, 2014 (the "Effective
Date") by and between I-Minerals USA, Inc., an Idaho corporation, whose
address is P.O.
Box 809, Hayden, ID 83835 (hereinafter "Seller") and Pre-Mix,
Inc., a
Washington corporation, whose address
is 6901 SR 270, Pullman, WA 99163 (hereinafter "Buyer").


RECITALS:


            WHEREAS, Seller produces certain tailings
(the "Product")
on its property in the State of
Idaho, described on Mineral
Lease E410013 in Latah County, Idaho (hereinafter the "Property") and desires to dispose of the Product from such Property; and


            WHEREAS, Buyer desires to purchase the Product from Seller and use all or portions
of the same in Buyer's
products;


            NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties mutually
agree as follows:


            1.  Product. Seller agrees to provide to Buyer the Product as such Product becomes
available. The Product includes
all tailings and related materials as designated by Seller on the
Property. Said Product is located on the Property for reasonable access
by Buyer. It is understood that Seller
shall be under no obligation to produce or make available any fixed volume of Product material
to Buyer. Buyer may purchase up to 30,000 tons of the Project per calendar year.


            2.   Price. Buyer shall pay to Seller the sum of S$ 0.50 per ton for all Product
made available under this Agreement.
The renewal rates, if any, shall be mutually agreed in good faith by
the parties.


           3.         Payment Terms.


                      a.         Payment for such the Product
shall be based upon net weight.


                      b.   All such Product shall be weighed at the Buyer certified scale(s) located at
their Property. Records of weights shall be submitted to Seller on a monthly basis.


                      c.   Buyer shall be invoiced for all such Product on a monthly basis. Payment shall be made to Seller not later than thirty (30) days after the end of the month for which an invoice
is made. A late payment fee of $250.00 per month per invoice shall be due and payable for all payments not paid within such thirty (30) day period.
Further, interest shall be charge on all late payments at the lesser of eighteen
percent (18%) per annum, compounded monthly,
or the highest rate allowed
by applicable law

	SALES AGREEMENT	 	 







            4.         Term.


                      a.          The initial
term of this Agreement shall be from the Effective Date until December 31, 2018, unless terminated
sooner as provided
herein.


                      b.   The parties may extend
this Agreement by mutual consent for a period of
two (2) years following
the initial term.


                      c.   In the event that either party is in breach of this Agreement, the party
alleging such breach shall notify the other party in writing and specify
the acts or omissions in breach. The breaching party shall have ten (10) days to cure such breach
or satisfactorily respond to circumstances contained in the notice, failure to do so will entitle the non-breaching party to terminate this Agreement immediately thereafter.


           5.         Product Removal.


                      a.          Except as otherwise
provided herein, the removal and disposition of the Product shall be at the sole cost and expense of Buyer.


                      b.   The removal of the Product
by Buyer shall be between the months of May and November.


                      c.   Buyer's personnel may enter on property owned, leased , operated
or with respect to which Seller has any
type of license or other type of right of entry. Seller hereby grants to Buyer a revocable, limited license to access such property, subject to the terms and conditions of this agreement, and any other agreement or restriction regarding
such
property. Buyer agrees
that this agreement does not obligate Seller to provide a license to access to such property. Access shall only be with the knowledge
and approval of a cognizant Seller
employee and for
valid business reasons. Buyer shall notify the all
agencies that request or require
notification regarding its activities, schedule and
/or plans related to this agreement, including, without limitation, appropriate personnel of the Idaho Department of Lands office(s)
in Deary, Idaho.


                      d.   Buyer shall be responsible for the safety
of its employees, and all other
persons who may be affected by Buyer, and for the protection
of the equipment and
all materials to be incorporated therein, and all applicable laws, ordinances, rules, regulations, and
order of any public authority having jurisdiction for the safety
of persons or property.


                      e.   Seller is the permittee under
a permit entitled "Mining and
Reclamation Plan, Idaho Department of Lands Mineral Lease 9276" (the "Permit"). Buyer shall comply with all terms and condition s of the Permit.


                      f.   Seller has implemented a Storm Water Pollution Prevention
Plan ("SWPPP") which is a requirement
of the National Pollution Discharge Elimination System ("NPDES"). The SWPPP
regulates water quality. Seller's SWPPP permit tracking
number is IDR05CU73. Buyer shall comply
with all terms and conditions of Seller's SWPPP permit.

	SALES AGREEMENT	2	 







            6.  Intended Use. It is understood that Buyer
shall be solely responsible
for utilization of the Product obtained
under this Agreement. The intended use of such material is as an ingredient
in Buyer's products.


            7.  Assumption of Risk. Buyer hereby assumes all risks
involved in the hauling,
transportation, stock piling,
or other disposal of any Product obtained under this Agreement.


            8.        Insurance. Buyer shall maintain
during the term of this
agreement
and shall provide
to Seller prior to accessing Seller property certificate(s) of insurance evidencing;




                     a.         Worker's Compensation Coverage-Statutory Limitation 1,000,000.00




                      b.         General Liability
(Contractor's General Liability) $2,000,000.00

                     c.         Automobile Liability $1,000,000.00


Buyer shall name Seller as an additional insured on Buyer's applicable insurance.
Such insurance certificates must be issued by a company
or companies acceptable to Seller, and must provide for thirty (30) days written notice to Seller prior to modification, non-renewal or cancellation. Buyer agrees to waive any rights of subrogation which it may have against Seller.


            9.   Release. Buyer, and its agents, employees, contractors, officers, directors, and any other related or affiliated party (together the "Releasing Parties") hereby release Seller and its
assignees,
transferees, principals, heirs, partners, officers directors, employees, servants, attorneys and
representatives (the "Released Parties") from, and waive any and all cl
aims with respect to, any and all action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the Releasing Parties may have or ma
y hereafter have or claim to
have, against the Released Parties by reason of entering on or occupying any property or premises of the Released Parties, or otherwise for any matter related to this agreement (herein called the "Release"). In
furtherance of this intention, the releases herein shall be and remain
in effect as full and complete general releases notwithstanding only action or omission by any of the Released Parties.


            10.  Indemnification. Buyer agrees to indemnify, defend and hold Seller harmless from and against any claim, demand, loss, liability, or expense which may arise or be
connected in any way, directly or indirectly, with the Product obtained under this Agreement, including the sale or use
of any article or product containing such Product material.


           11.      No Warranties.


                     a.  SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCT. ALL WARRANTIES OF ANY TYPE OR KIND, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED.


                     b.         Buyer accepts such Product in as "AS-IS" condition.




	SALES AGREEMENT	3	 







            12. 
Default and Remedies. In the event of a default, each party shall have available all rights and remedies at law and/or in equity.
All remedies shall be cumulative and not
alternative.


            13.  Business Relationship. Buyer shall perform this Agreement
as an independent contractor. Nothing contained herein
shall be construed
to be inconsistent with this relationship
or status.
Buyer shall be solely and exclusively responsible for all labor expenses, payroll taxes, worker" compensation, medical benefits or any other expenses
in connection with this Agreement.
It is understood that Buyer shall maintain
sole control over the manner and means of performing this Agreement.


            14. 
Arbitration. The parties
shall endeavor to resolve any disputes in an amicable
manner. Should their good faith efforts
fail, the parties
agree that their dispute shall
be resolved
through final and binding
arbitration. From a list of five (5) or seven (7) arbitrators provided by the American Arbitration Association or Federal Mediation and Conciliation Service, the parties
shall alternately strike until one (1) arbitrator has been selected. The fees and expenses of the arbitrator shall be equally shared
by the parties. The decision of the arbitrator may be enforced in any competent court having jurisdiction of the party over whom enforcement is sought.


            15. 
Assignment. Buyer shall not assign
or transfer the obligations or responsibilities contained herein
at any time during the term of the Agreement without the prior written consent of Seller, which may not be withheld, delayed or denied in Seller's sole discretion.


            16.  Waiver. The failure of either party to require the performance of any of the terms herein, or the waiver by either party of any breach
of this Agreement, shall neither prevent a subsequent enforcement of such term nor be deemed a waiver of any subsequent breach.


            17.  Modification.
This Agreement shall
not be modified, altered, or amended
except in writing signed
by the parties.


            18.  Binding Effect. The terms and conditions contained herein shall be binding upon and inure to the benefit
of the parties, and to their respective heirs, executors, successors, and assigns.

	SALES AGREEMENT	4	 








           
  IN WITNESS WHEREOF,
  the parties have executed the Agreement on the day and year
  first
  above written. 

	SELLER:	BUYER:
	 	 
	I-Minerals USA, Inc., 

    an Idaho corporation	Pre-Mix, Inc.,

      a Washington corporation
    
	 	 
	By:     /s/
      Thomas Conway                    

      Name:       Thomas
        Conway         

      Title:       CEO
  & President          
	By:             /s/
      Jesse Espy                 

      Name:                Jesse
        Espy                     

      Title:     General
    Manager               





	SALES AGREEMENT	5