Filed by Avantafile.com - I-Minerals Inc. - Exhibit 10.6









EMPLOYMENT AGREEMENT


THIS AGREEMENT made as of and to have effect
from the 1st day
of April 2013


BETWEEN:



  I-Minerals
    Inc. a company duly registered under the Canada
    Business Corporations  Act, and having its office at 880 - 580 Hornby
    Street, Vancouver, British Columbia, V6C 3B6 and

  i-minerals USA Inc., an Idaho Corporation 

    880 - 580 Hornby Street,
    Vancouver, British Columbia, V6C 3B6

  (hereinafter collectively  called
    the "Company")



OF THE FIRST PART




AND:



  THOMAS  M. CONWAY

    of 3136  West 8565 Street,
    West Jordan, Utah, 84088, USA

  (hereinafter called the "Employee")



OF THE SECOND PART




WHEREAS:


A.       
 The Company  is a reporting company
whose shares are posted and listed for trading on The TSX Venture Exchange and is engaged in the business
of natural resource
exploration and development;


B.          The Company wishes
to retain the services of the Employee
in the position of President  and Chief Executive  Officer of the Company  to provide  certain, corporate,  management,  professional  and business
development  services to the Company
and the Employee
has agreed to be employed
by the Company and is qualified
to render the aforesaid services;


C.          The Company 
and the Employee had previously  entered into a three year employment
 agreement dated May  11, 2011, vesting of options and bonus payments  from which were based on the development of the Kelly's  Basin  deposit,
 a mineral 
project  the Company  is no longer developing  and this amended contract resets option prices
to reflect current
market  conditions and tie the options and bonus payments to the successful development  of the Bovill Kaolin Project


C.           The parties have agreed that the terms and conditions
of such employment will be as hereinafter
set forth.


            NOW THEREFORE
THIS AGREEMENT WITNESSES that in consideration
of the payment of $10 and of the covenants
and agreements hereinafter contained, the parties
hereto have agreed
as follows:




(2)

	
1. 

	
DUTIES AND DEVOTION OF TIME





	1.01

	It is acknowledged and agreed by the Employee  that the work of the Employee  is and will be of such a nature  that regular  hours  may be impossible  and there  may be  occasions  in which  the Employee will not be required to work a full eight hours per day and/or a full five days  per week. It is also anticipated that there will be certain evenings, Saturdays, Sundays and holidays during which the Employee will be required to work.  The work of the Employee is in part of a supervisory nature and accordingly the Employee agrees that the consideration herein set forth will be in full and complete satisfaction for the Employee's work and services, no matter how or when performed, and the Employee hereby releases the Company from any claims for overtime pay or compensation whatsoever which the Employee might have by reason of any existing or future legislation or otherwise.





	1.02

	During the term of this Agreement the Employee will be responsible for the overall management and operation of the Company, will provide  engineering,  consulting  and marketing  services  and will have the obligations, duties, authority and power as President and Chief Executive Officer to do all acts  and things as are reasonably necessary for the efficient and proper execution and discharge of such responsibilities, including but not limited to oversight of feasibility, permitting interaction  with the capital  markets  including  financing  of the business plan, assuming one or more of the  deposits demonstrates economic viability through the feasibility study and the company secures all necessary permits and funding, the construction of a mining operation.





	1.03

	The Employee will, during the term of this Agreement, obtain the consent of the directors of the Company before becoming a director or senior officer of any corporation other than the Company, such consent not to be unreasonably withheld.





	1.04

	In conducting his duties under this Agreement, the Employee will report to the Company's   board of directors and will act consistently with their directives and policies.





	1.05

	The Employee will perform the services set out in paragraph 1.02.  The Employee shall also perform such other duties that are not inconsistent with the duties set out above, as may be requested by the board of directors of the Company from time to time.





	
2. 

	
TERM







	2.01

	The employment term shall be for an initial period of 2 years, commencing on April 1, 2013 and terminating three years from commencement of the term (which period is hereinafter called the "Term"). The Term may be extended only by resolution duly authorized by the board of directors of the Company and consented to in writing by the Employee.





	2.02

	Within 90 days prior to the end of the Term, the Employee shall have the right to request the compensation committee of the Company to negotiate in good faith a renewal  of the Term, with the intent that if possible,  the terms of renewal be agreed upon prior  to the initial  expiry of the Term.







(3)

	
3. 

	
REMUNERATION







	3.01

	With  the  best  interests  of  the  Company  in mind,  the  Employee  will  faithfully,  honestly  and diligently serve the Company in the capacity as provided for herein and in consideration  of which the Company will pay to the Employee a salary ofUS$12,500  per month.





	3.02

	At the option  of the Employee,  but  subject to the polices  and acceptance  of the TSX  Venture Exchange,   up to 25% of the Employee's  US$12,500  salary may be paid each month in common shares  of the  Company.  Should the Employee elect to take a portion of his salary in common shares, he shall notify the Company seven business days prior to month end of the desire to take a portion in common shares and the portion of his salary he desires to take in common shares.  The number  and  deemed price  of any  such shares  shall be  calculated  by using  the average  trading price  of the Company's shares  for the 10 days prior  to the  end of the particular  month.    Any shares  to be  issued  to the employee  pursuant  to the  terns  of this  Agreement  shall be  grouped together and issued in one block every three months (i.e the optional shares shall accumulate  over a three month period and one share certificate shall be issued at the end of the third month)





	3.03

	The salary of the Employee shall be paid once per month at the end of each month during the Term.]





	3.04

	Without  the  prior  written  consent  of  the  Employee,    no  deductions  from  the  salary  payable hereunder   shall  be  made  unless  on  account  of  normal  payroll  deductions  as  required  under Federal,  Idaho  State  or Utah  State Income  Tax  law, or otherwise,  as required  by  law  or court order.





	3.05

	The Company and the Employee agree to meet not less than once per year to assess the success in meeting  the milestones  as  set forth  in section  7.01  and may adjust  the base  salary  amount  as appropriate,  subject to the approval of the TSX Venture Exchange at these meetings,





	
4. 


	
EXPENSE ACCOUNT





	4.01

	The Employee  shall be entitled to be reimbursed by the Company for all reasonable  out of pocket expenses  incurred  by  him  in carrying  out his duties  as provided  for herein,  provided  that  the Employee  shall receive  prior  approval  of a majority  of the board  of directors  of the Company prior  to incurring  or committing  himself  or the  Company  to incur,  any  expense  (or  series  of expenses reasonably relating to one matter) exceeding $10,000 in value.





	4.02

	Expenses shall be summarized monthly in a written report prepared by the Employee and submitted to the Company.  The expense summary shall contain such detail reasonably as may be requested by the Company to verify the same was incurred in the furtherance of the business of the Company.





	4.03

	Unless otherwise agreed to by the Employee, expenses submitted and approved by the Company shall be paid to the Employee within seven days of submission of the foregoing expense report and any requested underlying data.





	
5. 

	
MEDICALPLAN







	5.01

	During the Term, the Company shall reimburse the Employee for medical insurance premiums up to $3,000   for each calendar quarter.







(4)

	
6. 

	
VACATION







	6.01

	The Employee  will be entitled to an annual vacation with full pay to the Employee   of four weeks (consecutive  or otherwise as the Employee will see fit) which will be taken at a time, or times,  to be arranged in advance with the Company  so that it does not unduly affect the operations  of the Company.





	
7. 

	
BONUS AND GRANT OF OPTION





	7.01

	In addition to the 230,000 options previously granted to the Employee   for his role as a director of the Company, the Company agrees to pay the bonuses and provide incentive stock options based on the attainment of milestones as set forth below.  Options shall be granted upon TSX Venture Exchange approval of this contract and vest on the attainment of the milestones.





	 	
  Item
  	
  expected year of completion
  	
  number of options
  	 	
  option price
  	
  cash bonus
  
	
  1
  	
  Compete
  feasibility of Tailings
  	
  2012
  	
  50,000
  	 	
  0.10
  	
  $
  
	
  2
  	
  Completion of
  Permitting on Tailings
  	
  2012
  	
  50,000
  	 	
  0.10
  	 
	
  3
  	
  Complete
  pre-feasibility study on Bovill Kaolin
  	
  2013
  	
  50,000
  	 	
  0.10
  	 
	
  4
  	
  Complete
  Market Analysis on all minerals
  	
  2013
  	
  50,000
  	 	
  0.10
  	 
	
  5
  	
  Completion of
  items 1-4 above
  	
  2013
  	 	 	 	
  $20,000
  
	
  6
  	
  2nd tranche
  financing
  	
  2013
  	
  50,000
  	
  250,000
  	
  0.10
  	 
	
  7
  	
  Compete
  feasibility study on Bovill Kaolin
  	
  2014
  	
  65,000
  	 	
  0.15
  	 
	
  8
  	
  Completion of
  Permitting on KB
  	
  2014
  	
  65,000
  	 	
  0.15
  	 
	
  9
  	
  3rd tranche
  of financing (equity) or JV Partner
  	
  2014
  	
  65,000
  	 	
  0.15
  	 
	
  10
  	
  Complete Debt
  Financing project or JV Partner
  	
  2014
  	
  65,000
  	
  260,000
  	
  0.15
  	 
	
  11
  	
  Completion of
  items 7-10 above or JV Partner
  	
  2014
  	 	 	 	
  $100,00
  
	
  12
  	
  Complete
  Construction
  	
  2015
  	
  75,000
  	 	
  0.25
  	 
	
  13
  	
  Plant Fully
  Operational
  	
  2015
  	
  75,000
  	 	
  0.25
  	 
	
  14
  	
  Sales of
  Product
  	
  2015
  	
  75,000
  	 	
  0.25
  	 
	
  15
  	
  Profitability
  	
  2015
  	
  75,000
  	 	
  0.25
  	 
	
  16
  	
  Completion of
  items 12-15 above with or without JV Partner
  	 	 	 	 	
  $75,000
  
	
  17
  	
  Completion of
  Property wide EIS (as applicable)
  	
  2016
  	
  75,000
  	
  300,00
  	
  0.25
  	 



	
8. 

	
CONFIDENTIAL INFORMATION





	8.01

	The parties  hereto acknowledge   and agree that the Employee  by virtue  of employment  with the Company  will  have  access  to confidential   and  secret  information   and therefore  the  Employee agrees that during the term of this Agreement  and on termination  or expiry of the same,  for any reason  whatsoever,  he will not divulge  or utilize to the detriment  of the Company  any  of such confidential  or secret information  so obtained.





	
9. 

	
TERMINATION OF AGREEMENT





	9.01

	Notwithstanding any other provision herein, it is understood and agreed by and between the parties hereto that the Employee may terminate his employment by giving the Company:







(5)

	 	(a)

	not less than 120 days' written notice of such intention  to terminate,  and in which  event the Company shall have no liability to pay the Employee any remuneration  following  the effective date of termination;





	 	(b)

	written  notice  of termination  at any time within 60 to 365 days following  a "change  of control"  (as that term is defined in paragraph  9.03  hereof),  in which event the Company shall  pay  to the  Employee  twenty-four  months'  salary  as well  as payment  of medical benefits as set forth in section 5.01 for a period of 24 months after termination.





	9.02

	If there is no change of control or it has been more than 365 days since a change of control, then the Company may terminate this Agreement in its entirety:





	 	(a)

	without  cause and after 24 months  of employment  upon notice to the Employee  and by payment  to the Employee  of one month's  salary for each consecutive  twelve  months  of employment  with  the  Company  (calculated  from  the  Start  Date),  plus  all accrued  and unpaid wages, expenses and holiday pay to the effective date of termination;  and





	 	(b)

	upon notice to the Employee  in the event of the Employee's  willful misconduct  or gross negligence,  and in which event, the Company shall have no liability to pay the Employee any remuneration  following  the  giving  of such  notice,  other  than  accrued  and  unpaid wages, expenses and holiday pay to the effective date of termination;





	 	and the Employee  does hereby agree that,  in the case of subparagraphs  9.02(a)  and 9.02(b),   such termination   allowance  will  be  payment  in  full  for  any  discharge  by  the  Company,  whether unlawful or unwarranted.



	9.03

	In the event  of a change  of control  of the Company,  the Employee,  subject  to his rights  under subparagraph  9.01 (b) hereof, shall continue to serve the Company in the same capacity and have the same authority,  responsibilities  and status as he had as of the date immediately  prior  to the change of control.  For the purposes of this Agreement, a "change of control" shall be deemed to have occurred when:





	 	(a)

	a person becomes a control person (as that term is defined in the Securities Act of British Columbia) of the Company; or





	 	(b)

	a  majority   of  the   directors   elected   at  any  annual   or  special   general   meeting   of shareholders  of the  Company  are  not  individuals  nominated  by  the  Company's  then• incumbent board of directors.





	9.04

	In the event of the termination of the Employee's employment pursuant to subparagraph 9.0l(b) hereof, the Company shall cause to remain in full force and effect for the remainder  of the term(s) all vested  incentive stock option(s) granted to the Employee and in effect on the effective date of termination.





	9.05

	In the event of the termination  of the Employee's  employment pursuant  to subparagraph  9.02 (a) hereof,  the  Employee  will  be  entitled  to  exercise  all  stock  options  which  would  have  been exercisable during the remainder  of the respective terms of such stock options.





	
10. 

	
ARBITRATION









(6)

	10.01

	Any  controversy  or  claim  arising  out  of or relating  to this  Agreement  or  any breach  of this Agreement   will  be  finally  settled  by  arbitration   in  accordance   with  the  provisions   of  the Commercial ArbitrationAct (British  Columbia).





	
11. 


	
MISCELLANEOUS







	11.01

	Each  notice,   demand  or  other  communication   required   or  permitted   to  be  given  under  this Agreement  shall be in writing and shall be delivered to a party hereto ("Party"),   at the address for such Party specified above.    The date of receipt of such notice, demand or other communication shall be the date of delivery.  Each notice, demand or other communication  required  or permitted to be  given under  this Agreement  may be delivered  by facsimile  and shall be deemed  to have been received at the time the facsimile is transmitted.  Facsimile numbers for the Parties are:





	 	Thomas M. Conway

3136 West 8565 Street

West Jordan, Utah

84088,
USA	I-
Minerals inc.

880 - 580 Hornby Street

Vancouver,
BC V6C 3B6, Canada 

(604) 684-0642



	11.02

	The Parties may at any time and from time to time notify the other Party in writing of a new address or facsimile number to which notice shall be given to it thereafter until further change.





	11.03

	Each of the Parties  hereto  agree to pay  their own costs,  expenses  and fees  (including,  without limitation, legal counsel fees) incurred in connection with the preparation,  execution  and consummation  of this Agreement.





	11.04

	This Agreement shall supersede and replace any other agreement or arrangement,  whether oral or written,  heretofore  existing between the Parties in respect of the subject matter of this Agreement.





	11.05

	Each of the Parties covenants and agrees, from time to  time and at all times,  to do all such further acts and execute and deliver all such further deeds and documents as  shall be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.





	11.06

	Time shall be of the essence in the performance of this Agreement.





	11.07

	If any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdiction,   the validity, legality and enforceability of such provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affect or impaired thereby.





	11.08

	This Agreement and all provisions hereof shall be governed by and construed in accordance with the laws of the Province of British Columbia, and in this regard, the courts of the Province of British Columbia shall have exclusive jurisdiction.





	11.09

	No consent or waiver expressed or implied by any Party in respect of any breach or default by any other Party shall be deemed or construed to be a consent to or a waiver of any other breach or default whatsoever.







(7)

	11.10

	This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, successors and permitted assigns.





	11.11

	This Agreement may be executed in counterparts and if so, the collective counterpart signatures shall be evidence of the signature of this Agreement by all Parties.





	11.12

	Signature of this Agreement may be made by facsimile and if so, the facsimile signature shall be deemed to be an original signature of that Party.


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.


The Corporate
Seal of 
I-Minerals
Inc.
was
hereunto affixed in the presence of:                       


/s/ Barry Girling                                                                 
Authorized
Signatory

 

/s/ Matthew Anderson                                                        
Authorized
Signatory                                          
                                


SIGNED, SEALED AND DELIVERED

  by THOMAS M. CONWAY in the presence
of:


	
  Rossanol Conway  	 	/s/ Thomas
Conway
	
  Name  	 	
Signature

	
  3136  W 8565 S  	 	 
	
  Address  	 	Thomas Conway
	
  W Jordan, Utah  	 	 
	
  Housewife  	 	Name - Please Print
	
  Occupation