Filed by Avantafile.com - I-Minerals Inc. - Exhibit 10.7









THIS AGREEMENT is made as of September 13, 2013 (the "Effective Date").


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 Company, BV and  Ball Ventures  LLC dated September 19,2012 (the "Initial Agreement"), BV agreed to advance up to $1,000,000 to the Company in tranches, with each advance thereunder having been considered an unsecured loan accruing interest at the rate of  9.5%  per annum compounded semi­ annually from the date of each advance;





	B.

	BV  has  advanced  the  $1,000,000  to  the  Company provided  for  under  the  Initial Agreement, together with the additional advances listed in paragraph 2 herein;





	C.

	The  Company continues to require additional funding to advance its  Bovill  Kaolin Project in the State of ldaho, U.S.A.;





	D.

	BV has agreed to advance additional funds to the Company on the terms and conditions hereinafter set forth; and





	E.

	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. referred to in Recital C. herein;




NOW THEREFORE  THIS  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:




 2

	
1. 

	
Additional Advances to be made





	1.01

	BV hereby agrees to advance up to an additional $3,133,000 to the Company in tranches, in addition to the advances listed in paragraph 2.01 herein (individually an "Advance" and collectively "Advances"), with each Advance to be considered a secured loan accruing interest at the rate of 12% per annum calculated and paid semi-annually from the date of each Advance, with the Company to repay to BV the principal amount of each Advance as provided for in paragraph 6.01 hereof.  Advances hereunder subsequent to be Effective Date will be to a maximum of $250,000 per month in accordance with Schedule A attached hereto.  Advances are to be made on the first business day of each month subsequent to the Effective Date.





	1.02

	At BV's  election and in its sole discretion, it may direct that the Company pay the interest owing on the Advances as provided for in paragraph 1.01 herein either in cash or in common shares in its capital stock ("Shares").  If interest is paid in Shares, the Shares will be issued at a deemed price per share equal to the volume weighted average trading price ("VWAP") of the Company's common shares over the twenty (20) trading days prior to the date such interest becomes payable, calculated by dividing the total value of common shares of the Company as traded on the TSX Venture Exchange (or such other stock exchange where the majority of the Company's trading takes place) by the total volume of shares traded.





	1.03

	The Company shall pay to BV a late charge equal to five percent (5%) of each payment due under this Agreement, or under any other instrument evidencing or securing this Agreement, that is not paid in full within ten (10) days after the applicable due date as provided for in paragraph 6.01 herein. Such late charge shall accrue and be due as of the due date for such payment and represents a reasonable estimate of fair compensation for the loss that may be sustained by BV for the failure of the Company to make timely payment.  Such late charge shall be paid without prejudice to the right of BV to collect any other amounts provided for hereunder or to pursue any other rights and remedies available to BV under this Agreement, under any documents securing and/or guaranteeing this Agreement, at law or in equity.





	1.04

	All past due principal (whether in due course or by acceleration), past due interest and past due late charges shall, both before and after judgment, bear interest at the default rate of eighteen percent (18%) per annum compounded monthly from and after the applicable due date, as provided for in paragraph 6.01 herein, until paid in full.





	1.05

	The Company agrees to pay any and all reasonable costs and expenses (regardless of theparticular nature thereof and whether incurred before or after the initiation of suit or before or after judgment) which may be incurred by BV in connection with the enforcement of any of its rights under this Agreement and/or any instrument securing or guaranteeing this Agreement, including but not limited to attorney fees and all costs and expenses of collection.





	1.06

	The  Company,  and  all  sureties,  guarantors, and  endorsers  hereof,  severally  waive presentment for payment, demand, and notice of dishonor and nonpayment of this Agreement, and consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by BV with respect to the payment or other provisions






 3

	 	of this Agreement, and to the release of any security, or any part thereof, with or without substitution.



	1.07

	Notwithstanding any other provision contained in this Agreement or in any instrument given to evidence or secure the obligations evidenced hereby: (i) the rates of interest and charges provided for herein and therein shall in no event exceed the rates and charges which result in interest being charged at a rate equaling the maximum allowed by law; and (ii) if for any reason whatsoever BV ever receives as interest in connection with the transaction of which this Agreement is a part an amount which would result in interest being charged at a rate exceeding the maximum allowed by law, such amount or portion thereof as would otherwise be excessive interest shall automatically be applied toward reduction of the unpaid principal balance then outstanding hereunder and not toward payment of interest.





	
2. 

	
Previous Advances







	2.01

	The parties agree that the following principal amounts previously advanced by BV to the Company are to be considered Advances pursuant to the terms and conditions of this Agreement, and will entitle BV to receive bonus shares and bonus warrants as contemplated in paragraph 3.01 hereof:





	 	(a)

	$200,000 was advanced to the Company on November 5, 2012, of which $50,000 was  applied  to  the  loans  under  the  Initial  Agreement, with  the  balance  of $150,000, together with interest thereon at the rate of 12% per annum accrued through the Effective Date in the amount of $15,386, is  to be considered an Advance in the combined amount of$165,386;





	 	(b)

	$150,000 advanced to the Company on December 3, 2012, together with interest thereon at the rate of 12% per annum accrued through the Effective Date in the amount of $14,005, is to be considered an Advance in the combined amount of $164,005;





	 	(c)

	$200,000 advanced to the Company on January 23, 2013, together with interest thereon at the rate of 12% per annum accrued through the Effective Date in the amount of $15,321, is to be considered an Advance in the combined amount of $215,321;





	 	(d)

	$30,000 advanced to the Company on February 26, 2013, together with interest thereon at the rate of 12% per annum accrued through the Effective Date in the amount of $1,963, is to be considered an Advance in the combined amount of $31,963;





	 	(e)

	$250,000 advanced to the Company on March 15, 2013, together with interest thereon at the rate of 12% per annum accrued through the Effective Date in the amount of $14,959, is to be considered an Advance in the combined amount of $264,959;





	 	(f)

	$125,000 advanced to the Company on April 24, 2013, together with interest thereon at the rate of 12% per annum accrued through the Effective Date in the







 4

	 	amount of $5,836, is to be considered an Advance  in the combined  amount  of $130,836;



	 	(g)

	$145,000  advanced  to  the  Company  on  June  13, 2013, together  with  interest thereon at the rate of 12% per annum accrued through the Effective  Date in the amount of $4,386, is to be considered an Advance  in the combined  amount of $149,386;





	 	(h)

	$200,000  advanced  to  the Company  on  July ·11,  2013, together  with  interest thereon at the rate of 12% per annum accrued through the Effective Date in the amount of $4,208, is to be considered  an Advance  in the combined  amount  of $204,208; and





	 	(i)

	$300,000 advanced to the Company on July 31, 2013, together with interest at the rate of  12%  per  annum accrued  through  the Effective  Date  in  the amount  of $4,340, is to be considered an Advance in the combined amount of $304,340; and





	 	(j)

	$250,000 advanced to the Company on September 3, 2013, together with interest at the rate of 12% per annum accrued through the Effective Date in the amount of $822, is to be considered ad Advance in the combined amount of $250,822.





	
3. 


	
Bonus Shares and Bonus Warrants





	3.01

	As additional  consideration  for each  Advance  by BV  to the Company  hereunder,  the Company agrees to issue to or as directed by BV the following securities:





	 	(a)

	that number of common shares  in its capital equal to 6%  of the amount  of the Advance, divided  by the "Discounted  Market Price" of the Company’s common shares, as defined in TSX Venture Exchange (the "Exchange")  Policy  5.1, as of the close of business on the date of the Advance, for each $100,000 advanced hereunder, as adjusted by the Canadian/U.S.  dollar exchange rate on the date of the Advance, and as also adjusted on a pro rata basis for Advances of a portion of $100,000, such shares to be considered "bonus shares" ("Bonus Shares") pursuant to the provisions of Exchange Policy 5.1; and





	 	(b)

	non-transferable  share  purchase  warrants  in the form  attached  as  Schedule  B, entitling the holder to purchase up to that number of common shares in the capital stock of the Company equal to 6% of the amount of the Advance, divided  by the "Discounted Market Price" of the Company’s common shares, as defined  in Exchange Policy 1.1, as of the close of business on the date of the Advance, for each $100,000 advanced hereunder, as adjusted by the Canadian/U.S. dollar exchange rate on the date of the Advance, and as also adjusted on a pro rata basis for  Advances  of  a  portion  of  $100,000, such  share  purchase  warrants  to  be considered "bonus warrants" ("Bonus Warrants") pursuant to the provisions of Exchange Policy 5.1;





	 	 	
provided that:






 5

	 	(c)

	the issuance of Bonus Shares and Bonus Warrants hereunder is subject  to the Company receiving acceptance from the Exchange therefor;





	 	(d)

	each Bonus Warrant will entitle the holder to purchase one common share in the capital stock of the Company at a price equal to the greater of:





	 	(i)

	the "Market  Price" of  the  Company's  common shares,  as defined  in Exchange Policy 1.1, as of the close of business on the date of the Advance; and





	 	(ii)

	the VWAP of the Company's common shares over the twenty (20) trading days immediately prior to the date of the Advance;





	 	for a period expiring on the earlier of:



	 	(A)

	December 1, 2016; and





	 	(B)

	the date the amount of  the Advance, together with  all accrued interest thereon, has been repaid in full; and





	 	(e)

	pursuant to  the  provisions of  subsection  2.2(c)  of  Exchange Policy 5.1,  the number of Bonus Warrants will be reduced or cancelled on a pro rata basis in the event the Advance in respect of which the Bonus Warrants were issued is reduced or paid out in the first  year before those specific Bonus Warrants expire, such reduction or cancellation to take place within thirty (30) days after the reduction or paying out of such Advance.





	
4. 

	
Security for Advances





	4.01

	As security for the repayment of the Advances, together with all accrued and unpaid interest thereon, the Company hereby grants, mortgages and charges in favour of BV, by way of a floating charge, its undertaking and all of its other property and assets for the time being, real and personal, movable and immovable, of whatsoever nature and kind, both present and in the future (the "Property"), including all of the issued and outstanding shares of the Subsidiary.  The parties acknowledge that the charges hereby created in favour of BV constitute a first charge and are in priority to any and all specific or floating charges created by the Company in favour of any other creditors.  The Company and the Subsidiary each agree to take all steps and actions as are reasonably necessary to assist BV with the registration of its interest in the Property in any provincial, state or federal property or title registries.  It is also acknowledged by the parties that the Company shall be at liberty to, in the future, create or suffer to be created mortgages, charges, liens or encumbrances, by other specific charges or floating charges, ranking subsequent to the floating charges hereby created, and shall not be at liberty to, and shall not create or suffer to  be created,  any mortgage, charge,  lien  or encumbrance upon  the Property ranking in priority to or pari passu with the charges hereby created, or to sell or dispose of the same otherwise than in the ordinary course of its business as at present conducted.





	4.02

	The parties also agree that the security provided for in paragraph 4.01 herein will be cancelled and of no further force or effect in the event of any of the following:






 6

	 	(a)

	the Company making each of the payments provided for in sub-paragraph 6.01(a) herein; or





	 	(b)

	the Company entering into a JV Agreement (as defined in sub-paragraph  6.0l(b) herein) and by receiving the payments provided for in the JV Agreement that are sufficient to extinguish the Indebtedness in full; or





	 	(c)

	the  Company   receiving  the  requisite  financing   for  the  capital   expenditures required to put the Bovill Kaolin Project into full commercial production and the extinguishment  in  full  of  the  Indebtedness  as  provided  for  in  sub-paragraph 6.01(c) herein occurring; or





	 	(d)

	the Company extinguishing  the Indebtedness  following  a Change  of Control  as provided for in sub-paragraph  6.01(d) herein; or





	 	(e)

	the  Company  extinguishing the  Indebtedness  as a  result of  completing  one  or more equity financings as provided for in sub-paragraph 6.01(e) herein.





	
5. 

	
Board Representation





	5.01

	The Company, if requested to do so by BV, agrees to include an individual designated by BV  as  one  of  management's  nominees  for  director  in  the  notice  of  meeting  and information  circular to be distributed to the shareholders  of the Company in connection with its next annual general meeting  of shareholders,  to be held on or before December 31, 2013.





	5.02

	In the event BV does not request the Company to include an individual designated by BV as one of management's nominees for director as contemplated  in paragraph 5.01 herein, in the event the Indebtedness hereunder (as defined in paragraph 6.01 herei n) at any time exceeds  $2,000,000  and  for  as  long  as  the  Indebtedness  exceeds   that  amount,  the Company, if requested to do so by BV, also agrees to appoint an individual designated by BV as an additional director of the Company if the constating documents of the Company so  provide,  and,  if  they  do  not  so  provide,  to  include  such  individual  as  one  of management's nominees for director in the notice of meeting and information  circular to be distributed  to the shareholders  of the Company  in connection  with the next atmual general meeting of shareholders  subsequent to the date of such request.





	
6. 

	
Repayment Provisions





	6.01

	The Company agrees to repay the principal amount of each Advance hereunder, together with all accrued and unpaid interest thereon, together  with all advances under the Initial Agreement, together with all accrued and unpaid interest thereon (collectively, the "Indebtedness"), as follows:





	 	(a)

	subject  to the provisions of sub-paragraphs (b), (c), (d) and (e) of this paragraph 6.01:






 7

	 	(i)

	on the date that is twelve (12) months after the date of the last Advance hereunder, $1,000,000 will become due and payable;





	 	(ii)

	on the date that is eighteen (18) months after the date of the last Advance hereunder, an additional $2,000,000 will become due and payable; and





	 	(iii)

	on the date that is twenty-four (24) months after the date of  the last Advance hereunder, the balance of the Indebtedness will become due and payable;





	 	(b)

	in the event the Company enters into a joint venture agreement with a joint venture partner for the continued development of the Bovill Kaolin Project (a "JV Agreement"), all payments received pursuant to the JV Agreement will be applied to reduce the Indebtedness, provided that in the event such payments are insufficient to extinguish the Indebtedness in full, the balance of the Indebtedness will become due and payable as follows:





	 	(i)

	one-third on the date that is six (6) months after the date the Company enters into the JV Agreement;





	 	(ii)

	an additional one-third on the date that is twelve (12)  months after the date the Company enters into the JV Agreement; and





	 	(iii)

	the final one-third on the date that is eighteen (18) months after the date the Company enters into the JV Agreement;





	 	
provided  that  no JV Agreement that does not provide for payments to fully extinguish the Indebtedness will be entered into by the Company without the Company first having obtained the written consent of BV for the Company entering into such a JV Agreement, which written consent may be withheld by BV in its sole discretion;



	 	(c)

	in  the  event  the  Company  receives  the  requisite  financing  for  the  capital expenditures required to put the Bovill Kaolin Project into full commercial production, the Indebtedness will become due and payable five (5) business days from the closing of such financing;





	 	(d)

	in the event a person currently not related to the Company acquires more than 40% of  the then issued and outstanding common shares of  the Company (a Change  of Control"), the Indebtedness will, at BV's  election and  in its sole discretion, become immediately due and payable upon the effective date of the Change of Control;





	 	(e)

	in  the  event the Company completes any equity financing with a  person or persons not currently related to the Company, the following minimum net proceeds received by the Company from any such financing will be applied against the Indebtedness three (3) business days from the closing of any such financing:






 8

	 	(i)

	up to $500,000, no portion need be applied against the Indebtedness;





	 	(ii)

	from $500,000 to $1,000,000, 15% of the net proceeds would be applied against the Indebtedness;





	 	(iii)

	from $1,000,000 to $2,000,000, 25% of the net proceeds would be applied against the Indebtedness;





	 	(iv)

	from $2,000,000 to $6,000,000, 50% of the net proceeds would be applied against the Indebtedness; and





	 	(v)

	in excess of $6,000,000, 50% of the initial $6,000,000 and 100% of the balance in excess of $6,000,000 of the net proceeds would be applied against the Indebtedness.





	7.

	
Participation Right





	7.01

	If at any time after the Effective Date and for so long as any Advance is outstanding, the Company proposes to issue or sell any common shares or convertible securities ("Additional Securities") other than:





	 	(a)

	pursuant to the exercise of any stock options granted under the Company's stock option plan; or





	 	(b)

	pursuant to  the  exercise  of  any  share  purchase warrants issued  pursuant  to previously-completed private placements; or





	 	(c)

	for property interests other than money;





	 	BV shall have the right to subscribe  for and purchase (directly or through an affiliate) Additional Securities, at the price at which such Additional Securities are offered for sale to other purchasers, up to its then pro rata interest in the issued and outstanding common shares of the Company, in each case, prior to giving effect to the issuance or sale of such Additional Securities (the "Maximum Additional Securities").



	7.02

	If the Company intends to authorize and/or issue Additional Securities that give rise to BV's rights pursuant to paragraph 7.01, the Company shall provide notice to BV (the "Rights Notice") no less than six business days before the date on which the Company intends to issue Additional Securities giving rise to BV's rights pursuant to paragraph 7.01.





	7.03

	The Rights Notice shall provide the same information to BV regarding the particulars of the issuance or sale of the Additional Securities as is provided to other persons proposing to participate in the subscription for Additional Securities.   BV shall give notice (an "Acceptance Notice") to the Company not later than 5:00p.m. (Vancouver time) on the fifth business day following the receipt of any Rights Notice, setting out the number of Additional Securities, if  any, up  to the  Maximum Additional Securities,  which  BV intends to subscribe for and purchase.  Following receipt of an Acceptance Notice, BV shall be entitled to participate in the subscription for Additional Securities in the same






 9

	 	manner as other persons subscribing for Additional Securities and shall be entitled to subscribe  for the  number of Additional  Securities specified  in the Acceptance  Notice under such subscription.



	
8. 

	
Acceptances and Approvals





	8.01

	The  Company  agrees  to make  application  to the Exchange  for  its acceptance  of  the issuance of the Bonus Shares and Bonus Warrants pursuant  to paragraph  3.01  hereof, which application will include all required supporting documents and information and the applicable filing fees, forthwith upon the execution and delivery of this Agreement by all parties.





	8.02

	In the event the provisions of Exchange  Policy 5.9 and Multilateral  Instrument 61-101 (each entitled "Protection of Minority Security Holders in Special Transactions") apply to any of the provisions of this Agreement, the Company also agrees to seek the required approval  of  its  shareholders  thereunder  at  its  next  annual   general  meeting  of  its shareholders,  to be held on or before December 31, 2013, in order to seek the requisite approval from its shareholders for the provisions hereof requiring such approval.





	
9. 

	
Notices





	9.01

	All   notices,  payments   and  other   communications   given   in   connection   with   this Agreement shall be in writing, and the respective addresses of the parties for the service of any notice, payment or other communication shall be as follows:





	 	(a)

	if to the Company:





	 	
1-Minerals Inc.
Suite 880- 580 Hornby Street 
Vancouver, British Columbia, Canada
 V6C 3B6



	 	
Attention: Barry Girling, Director
Email: wbg@imineralsinc.com






 10

	 	(b)

	if to the Subsidiary:





	 	
i-minerals USA Inc.
Suite 880 - 580 Hornby Street 
Vancouver, British Columbia, Canada
V6C 3B6



	 	
Attention:  Barry Girling, Director
Email: wbg@imineralsinc.com



	 	(c)

	if to BV:





	 	
BV Lending, LLC
Suite 201 -901 Pier View Drive
Idaho Falls, Idaho, U.S.A.
83402



	 	
Attention:  Cortney Liddiard, Chief Executive Officer
Email: flyfish@ballventures.com 



	 	with a copy to:



	 	
Thel W. Casper, Esq.
General Counsel to Ball Ventures, LLC 
P. 0. Box 51298
Idaho Falls, Idaho, U.S.A.
83402



	 	Email: tcasper@ballventures.com



	 	Any notice, payment or other communication shall be sufficiently given if delivered by email or by hand or by reputable courier service, or, absent postal disruption, if sent by registered mail, postage prepaid, posted within either Canada or the United States of America, to the parties at their respective addresses for service as set forth above.  Any notice,  payment  or  other  communication  shall  be  deemed  to  have  been  given  and received on the first business day on which it is presented during normal business hours at the address for service of the addressee.   Any party may change its address for service by notice in writing to the other parties.



	
10. 

	
Time of the Essence





	10.01

	Time shall be of the essence of this Agreement.





	
11. 


	
U.S. Dollars





	11.01

	All references  herein  to dollar amounts are to lawful currency of the United States of America.





	
12. 

	Headings






 11

	12.01

	The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.





	
13. 


	
Singular and Plural, etc.







	13.01

	Where the context so requires, words importi ng the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.





	
14. 

	
Entire Agreement





	14.01

	This Agreement constitutes the only agreement among the parties with respect  to the subject matter hereof and shall supersede any and all prior negotiations and understandings.  This Agreement may be amended or modified in any respect by written instrument only.





	14.02

	Without limiting the generality of paragraph 14.01  herein, the parties also specifically agree  that  the  provisions  of  paragraph  1.1  of  the  Initial  Agreement,  dealing  with repayment provisions in respect of advances under the Initial Agreement, together with all accrued and unpaid interest thereon, are hereby cancelled and of no further force or effect.





	
15. 


	
Severability







	15.01

	The invalidity or unenforceability of any particular provision of this Agreement shall not effect  or  limit  the  validity  or  enforceability   of  the  remaining  provisions   of  this Agreement.





	
16. 


	
Governing Law







	16.01

	This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.   The parties irrevocably attorn to the jurisdiction of the courts of British Columbia, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.





	
17. 


	
Dispute Resolution





	17.01

	If any dispute arises between any of the Parties (the Parties in dispute being the "Participants") concerning this Agreement or its interpretation or the respective  rights, duties or liabilities of the Parties, then a Participant  may give to the other Participants notice in writing of the existence of such dispute, specifying its nature and the point at issue and the Participants agree:





	 	(a)	to try to resolve the dispute by participating in a structured negotiation with a mediator under the Commercial Mediation Rules of British Columbia International Commercial Arbitration Centre ("BCICAC");






 12

	 	(b)

	where a dispute is not resolved by mediation within a period of 30 days after the appointment of a mediator or within such further period of  time to which the Participants agree, any Participant may refer the dispute to be finally resolved by arbitration under the BCICAC Rules.   The appointing authority will be the BCICAC, the case shall be administered by the BCICAC in accordance with its "Procedures for Cases under the BCICAC Rules" and the place of arbitration shall be Vancouver, British Columbia. The appointment by the BCICAC is binding upon all of the Participants;





	 	(c)

	the arbitrator will give his decision in writing within three weeks of his being appointed and the decision, both on the dispute and on the costs of the arbitration will be final and binding upon the Participants;





	 	(d)

	the arbitrator will have full authority to rule on any question of law in the same manner as any Judge in any Court of the Province of British Columbia and the ruling of the arbitrator on any question of law will be final and binding upon the Participants; and





	 	(e)

	the failure of any Participant to abide by the decision of the arbitrator is considered a material breach of this Agreement.





	 	This Paragraph shall survive any termination of this Agreement and continues in full force and effect notwithstanding any determination by a court or the Parties that one or more other provisions of this Agreement are invalid, contrary to law or unenforceable.



	
18. 


	
Successors and Assigns





	18.01

	The terms and provisions of this Agreement shall be binding upon and enure to the benefit of each of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable by any party without the written consent of each of the other parties hereto.





	
19. 

	
Further Assurances







	19.01

	Each of the parties hereto shall do or cause to be done all such acts and things and execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.





	
20. 


	
Effective Date







	20.01

	This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.





	
21. 

	
Counterparts and Facsimile







	21.01

	This Agreement may be executed in any number of counterparts by original, facsimile or other form of electronic signature, each of which so executed shall constitute an original and all of which taken together shall form one and the same agreement.






 
13


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



Executed by
I-Minerals Inc.


/s/ Thomas L. Conway
Authorized Signatory                         


Executed by
i-minerals USA
Inc.
in the presence of:.


/s/ Barry Girling
Authorized Signatory


Executed by
BV Lending, LLC
By: Ball Ventures, LLC, an Idaho limited liability
company, the Member


                Per:/s/
Courtney Liddiard    
                       Courtney Liddiard, CEO



 A1


SCHEDULE A

	 	2013
	 	September	October	November	
December

	
Budget 	 250,000 	 250,000 	250,000 	250,000 
	
Contingency 	 0 	 0 	 0	 0
	
Total 	250,000 	250,000 	250,000 	250,000 




	 	2014
	 	
  January  	
  February  	
  March  	
  April  	
  May  	
  June  
	
  Budget  	
  250,000  	
  250,000  	
  250,000  	
  250,000  	
  174,000  	
  129,000  
	
  Contingency  	
  0  	
  0  	
  0  	
  0  	
  17,400  	
  12.900  
	
  Total  	
  250.000  	
  250,000  	
  250,000  	
  250,000  	
  191,400  	
  141,900  




	 	2014
	 	
  July  	
  August  	
  September  	 	
  October  	
  November  	
  December  
	
  Budget  	
  107,000  	
  143,000  	
  145,000  	 	
  119,000  	
  113,000  	
  100,000  
	
  Contingency  	
  10,700  	
  14,300  	
  14,500  	 	
  11,900  	
  11,300  	
  10,000  
	
  Total  	
  117.700  	
  157,300  	
  159.500  	 	
  130,900  	
  124,300  	
  110,000  





 B1

SCHEDULEB


UNLESS  PERMITTED UNDER  SECURITIES
 LEGISLATION, THE  HOLDER   OF  THIS  SECURITY MUST NOT TRADE THE SECURITY
BEFORE ♦  ♦, ♦.


WITHOUT PRIOR  WRITTEN  APPROVAL OF THE TSX VENTURE EXCHANGE  AND COMPLIANCE
WITH  ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON  OR  THROUGH THE
 FACILITIES OF  THE  TSX VENTURE  EXCHANGE  OR  OTHERWISE  IN CANADA OR TO OR FOR THE BENEFIT
OF A CANADIAN RESIDENT UNTIL ♦
♦, ♦


THIS
WARRANT CERTIFICATE IS VOID IF
NOT EXERCISED ON
OR BEFORE

5:00 P.M. (VANCOUVER TIME) ON ♦ ♦, ♦


WARRANT CERTIFICATE


I-Minerals Inc.


(Continued
under
the
laws
of Canada)


	WARRANT

    CERTIFICATE NO. «war  no»	«war»
WARRANTS entitling the holder to acquire,
subject to adjustment, one Common Share for each Warrant represented hereby.


THIS IS TO CERTIFY THAT


                      «Name»


(hereinafter referred
to as the "holder" or the "Warrantholder") is entitled to acquire for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to


time until5:00 p.m. (Vancouver time) (the "Expiry Time") on♦
 ♦,
♦,one fully paid and non-assessable common share ("Common Share") in the capital of
I-Minerals Inc. (the "Company").


The Warrants may only be exercised a t the head office of the
Company at 1-Minerals Inc., Suite 880-580 Hornby Street, Vancouver, B.C. V6C 3B6.
 The
Warrants are  issued subject to the terms and conditions
appended hereto
as Schedule "A".


IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by a duly authorized officer.


DATED this ♦ day of ♦,♦.


	 	I-Minerals Inc.
	 	 
	 	 
	 	Per: ______________________________________
	 	Authorized Signing Officer


(See
terms and conditions attached hereto)






 B2

SCHEDULE 
"A"

TERMS
AND CONDITIONS FOR WARRANTS 

Terms and Conditions attached
to the Warrants issued by I-Minerals Inc. and dated ♦♦,
♦.


ARTICLE  1
INTERPRETATION



1.1                           Definitions








              In  these Terms  and  Conditions, unless  there is  something in  the subject  matter  or  context inconsistent therewith:


	(a)

	
"Common Shares" means the common shares in the capital of the Company to be issued pursuant to the exercise of Warrants;







	(b)

	
"Company" means 1-Minerals Inc. unless and until a successor corporation shall have become such in the manner prescribed in Article 6, and thereafter "Company" shall mean such successor corporation;







	(c)

	
"Company's Auditors" means an independent firm of accountants duly appointed as auditors of the Company;







	(d)

	
"Exchange" means the TSX Venture Exchange or such other stock exchange on which the Company's Common Shares are listed and posted for trading;







	(e)

	
"Exercise Price" means the price of $♦ per share if exercised by 5:00 p.m. (Vancouver time) on ♦♦,♦;







	(f)

	
"Expiry Time" means 5:00p.m. (Vancouver time) on ♦♦,♦;







	(g)

	
"herein", "hereby" and similar expressions  refer to these Terms and Conditions as the same ma y be amended or modified from time to time; and the expression "Article" and "Section" followed by a number refer to the specified Article or Section of these Terms a nd Conditions;







	(h)

	
"Issue Date" means the issue date of the Warrants shown on the face page of this Warrant Certificate;







	(i)

	
"person" means an individual, corporation, partnership, trustee or any unincorporated orga nization and words importing persons have a similar meaning;







	(j)

	
"Warrants" means the share purchase warrants to acquire Common Shares evidenced by this Warrant Certificate; and







	(k)

	
"Warrant Certificate" means the certificate to which these Terms and Conditions are attached.






1.2                          Interpretation Not Affected by Headings








	(a)

	The division of these Terms and Conditions into Articles and Sections, and the insertion of headings, are for convenience of reference only and shall not affect the construction or interpretation thereof.





	(b)

	Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.





	
1.3 

	
Applicable Law






          The terms hereof and of the Warrants shall be construed in accordance  with the laws of the Province
of British
Columbia and the laws of Canada.






 B3

ARTICLE 2
ISSUE OF WARRANTS


2.1
                          Issue of Warrants

                               That number of Warrants set out on this Warrant Certificate are hereby created and authorized to issued.

2.2                           Additional Warrants


                             Subject  to  any  other  written  agreement  between   the  Company   and  the  Warrantholder,  the Company may at any time and from time to time undertake further
equity or debt financing and may issue additional Common Shares, warrants or grant options or similar rights to purchase Common  Shares to any person.


2.3
                          Issue in Substitution
 for
Lost Warrants


                             If this Warrant Certificate becomes mutilated, lost, destroyed or stolen:


	(a)	the Company shall issue and deliver a new Warrant
Certificate of like date and tenor  as the one mutilated, lost, destroyed
 or
stolen, in exchange for and in place  of  and  upon cancellation  of such  mutilated,
 lost, destroyed or stolen
Warrant Certificate; and



	(b)  	the holder shall bear the cost of the issue of a new Warrant Certificate hereunder and in the case of the loss, destruction
 or  theft
 of  the  Warrant
 Certificate,  shall  furnish  to  the  Company  such  evidence  of  loss, destruction,  or theft as shall  be satisfactory to the Company  in its discretion  and the Company
 may
also require  the holder to furnish indemnity in an amount and form satisfactory to the Company in its discretion, and shall pay the reasonable charges of the Company in connection  therewith.


2.4                           Warrantholder Not a Shareholder


The  Warrants shall  not constitute the holder a shareholder  of the Company, nor entitle  it to any right or interest in respect thereof except as may be expressly provided in this Warrant Certificate.


ARTICLE3
EXERCISE OF THEWARRANTS


3.1
                          Method of Exercise of the Warrants


The  right  to purchase  Common  Shares conferred  by this  Warrant  Certificate may  be exercised, prior  to  the  Expiry  Time,  by  the  holder  surrendering  it,  with  a  duly  completed  and  executed  exercise
 form substantially in the form attached  hereto as Schedule "B" and cash or a certified cheq ue payable  to or to the order
of
the Company, at par in Vancouver, B.C.  for the Exercise Price applicable at the time of surrender in respect
 of the Common
Shares subscribed  for in lawful money of Canada, to the Company.


3.2                           Effect of Exercise of the Warrants


	(a)	Upon su rrender and payment  as aforesaid  the Common 
Shares so subscribed  for shall  be issued  as fully paid and non-assessable shares and the holder shall become the holder of record of such Common Shares on the date of such su rrender and payment; and



	(b) 	within three business days after
surrender and payment as aforesaid, the Company
shall forthwith cause the
issuance to the holder  a certificate for the Common Sha res purchased as aforesaid.


3.3                          Subscription for Less than Entitlement


The holder  may subscribe  for and purchase a number of Common  Shares  less than the number which  it is entitled  to purchase pursuant to the surrendered  Warrant Certificate.   In the event of any purchase of a






 B4

number of Common Shares less than the number which can be purchased pursuant to this Warrant Certificate, the holder shall be entitled to the return
of this Warrant Certificate with a notation on the Grid attached hereto as Schedule "C" showing the balance of the Common Shares which it is entitled to purchase pursuant to this Warrant Certificate which were not then purchased.


3.4                         Expiration of the Warrants


After the Expiry Time all
rights hereunder shall wholly cease and terminate
and the Warrants shall be void and of no effect.


3.5                    Hold Periods
and Legending of Share Certificate


If any of the Warrants are exercised prior to ♦ ♦, ♦, the certificates representing the Common


Shares to be issued pursuant to such exercise shall bear the following legends:



  "Unless permitted under securities legislation, the holder of this security must not trade the security before♦ ♦,♦."

  "Without  prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold,
    transferred,  hypothecated  or  otherwise  traded  on  or  through   the  facilities  of  the  TSX Venture  Exchange
  or otherwise
   in
Canada  or to or for  the benefit  of a Canadian  resident until ♦ ♦, ♦."



ARTICLE4
ADJUSTMENTS


4.1
                          Adjustments


                             The number of Common Shares purchasable
upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows:


	(a) 	in the event the Company shall:



	 	(i)

	pay a dividend in Common Shares or make a distribution in Common Shares;





	 	(ii)

	subdivide its outstanding Common Shares;





	 	(iii)

	combine its outstanding Common Shares into a smaller number of Common Shares; or





	 	(iv)

	issue by reclassification of its Common Shares other securities of the Company (including any such reclassification in connection with a consolidation, merger, amalgamation or other combination in which the Company is the surviving corporation);





	 	the  number  of  Common  Shares  (or  other  securities)  purchasable  upon  exercise  of  each  Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Common Shares or other securities of the Company which it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto.  An adjustment made pursuant to this subsection (a) shall become effective immediately after the effective da te of such event retroactive to the record date, if any, for such event.



	(b)

	In case  the Company shall  issue rights, options or  warrants to all or substantially  all holders of  its outstanding Common Shares, without any charge to such holders, entitling them (for a period within 45 days after the record date mentioned below) to subscribe for or purchase Common Shares a t a price per share which is lower than 95% of the current market price at the record date mentioned below than the then current market price per Common Share (as determined in accordance with subsection (d) below), the number of Common Shares thereafter purchasable upon the exercise of each Warrant shall be determined







 B5

	 	by multiplying the number of Common Shares theretofore  purchasable upon exercise  of each Warrant by a fraction, of  which  the  numerator  shall  be  the  number  of  Common  Shares  outstanding  on  the  date  of issuance  of such  rights,  options  or warrants  plus the number  of additional  Common  Shares  offered  for subscription  or  purchase,  and  of   which  the  denominator   shall  be  the  number  of  Common   Shares outstanding  on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate  offering price of the total number of Common Shares so offered  would purchase  at the current market price per Common Share at such record date.  Such adjustment shall be made whenever such  rights, options  or  warrants  a re  issued,  and  shall  become  effective  immediately   after  the  record  date  for  the determination of shareholders entitled to receive such rights, options or warrants.



	(c)

	In case  the Company shall distribute  to all or substantially all holders of its Common Shares evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends  or distributions referred to in subsection  (a) above  or in subsection (d) below or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase Common  Shares (excluding  those  referred to in subsection  (b) above)), then in each case the number of Common Shares  thereafter purchasable upon the exercise of each Warrant  shall be determined by multiplying  the number of Common Shares theretofore purchasable  upon the exercise  of each Warrant by a  fraction, of  which  the numerator  shall  be  the  then  current  market  price  per  Common  Share  (as determined  in accordance  with subsection  (d) below) on  the date  of such  distribution, and of  which the denominator  shall  be  the  then  current  market  price  per  Common  Share  less  the  then  fair  value  (as determined by the board of directors of the Company, acting  reasonably)  of the portion  of the assets or evidences  of indebtedness  so  distributed  or of such  subscription  rights, options  or warrants, or of such convertible or exchangeable securities  applicable  to one Common Share.   Such adjustment  shall  be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive  to the record da te for the determination  of shareholders entitled to receive such distribution.





	 	In the event of the distribution  by the Company  to all or substantially all of the  holders  of its Common Shares of shares of a subsidiary  or securities convertible  or exercisable for such shares, then in lieu of an adjustment  in  the  number  of  Common  Shares   purchasable   upon  the  exercise  of  each  Warrant,  the Warrantholder of each Warrant, upon the exercise thereof, shall receive  from the Company, such subsidiary or  both,  as  the  Company  shall  reasonably  determine,  the  shares  or  other  securities   to  which  such Warrantholder would  have been entitled  if such Warrantholder  had exercised  such  Warrant  immediately prior  thereto, all subject  to further  adjustment  as provided  in this section  4.1 provided, however, that no adjustment  in respect of dividends  or interest on such shares or  other securities  shall  be made during  the term of a Warrant or upon the exercise of a Warrant.



	(d)

	For  the purpose  of any computation  under  subsections (b) and (c) of this section  4.1,  the current  market price  per  Common  Share  at  any  date shall  be  the  weighted  average  price  per Common  Share  for  25 consecutive  trading  days,  commencing not  more  than  45  trading  days  before  such  date  on  the  stock exchange on which the Common Shares are then traded; provided if the Common Shares are then traded on more than one stock exchange, then on the stock exchange on which the largest volume of Common Shares were  traded  during  such  25 consecutive trading day  period.    The weighted  average  price  per  Common Share  shall  be  determined  by  dividing  the  aggregate  sale  price  of  all  Common  Shares  sold  on  such exchange or market, as the case may be, during the said 25 consecutive  trading days by the total number of shares so sold.  For purposes of this subsection (d), trading day means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business.   Should the Common Shares not be listed on any stock exchange the current market price per Common Share at any date shall be determined by the board of directors of the Company, acting reasonably.





	(e)

	In any case in which this Article 4 shall require that any adjustment in the Exercise Price be made effective immediately  after a record date for a specified  event, the Company  may elect to defer until the occurrence of the event  the issuance,  to the holder  of any Warrant exercised  after  that record  date,  of the Common Shares and other shares  of the Company, if any, issuable upon the exercise  of the Warrant over and above the Common  Shares  and other shares of the Company; provided, however, that the Company shall deliver to the holder an appropriate  instrument evidencing the holder's right to receive such additional  shares upon the occurrence of the event requiring such adjustment.







 B6

	(f)

	No adjustment  in the number  of Common  Shares  purchasable  hereunder  shall  be  required  unless such adjustment  would require an increase or decrease  of at least one percent (1%)  in the number of Common Shares purchasable  upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this subsection  (f) are not required  to be made shall be carried forward and taken into account  in any subsequent adjustment.  All calculations shall be made to the nearest one-hundredth of a share.





	(g)

	Wherever  the number  of Common  Shares purchasable  upon  the exercise of each Warrant is  adjusted,  as herein provided, the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number  of Common  Shares  purchasable  upon  the exercise  of such  Warrant  immediately  prior  to such adjustment,   and  of  which   the  denominator  shall  be   the   number   of  Common   Shares   purchasable immediately  thereafter.





	(h)

	No adjustment  in the number of Common Shares purchasable upon the exercise of each Warrant  need be made under subsections  (b) and (c) if, the Company  issues  or distributes  to the Warrantholder  the rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those subsections which the Warrantholder  would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto.





	(i)

	In  the event  that a t any  time, as a result  of an adjustment  made pursuant  to subsection  (a) above, the Warrantholder  shall  become  entitled  to  purchase  any  securities  of  the  Company  other  than  Common Shares,  thereafter  the number of such  other shares  so purchasable upon exercise of each Warrant  and the Exercise Price of such shares shall be subject to adjustment  from time to time in a manner and on terms as nearly  equivalent  as  practicable  to  the  provisions   with  respect  to  the  Common  Shares  contained   in subsections  (a) through (h), inclusive, above, and the provisions of sections  4.2 through 4.4,  inclusive, of this Article 4 with respect to the Common Shares, shall apply on like terms to any such other securities.





	(j)

	Upon the expiration of any rights, options, warrants or conversion or exchange privileges, if any thereof shall not have been exercised, the Exercise Price and the number of Common Shares purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if:





	 	(i)

	the only Common Shares so issued were the Common Shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights; and





	 	(ii)

	such Common  Shares, if any, were issued or sold  for the consideration  actually received  by the Company  upon such exercise  plus  the aggregate  consideration,  if any, actually  received  by the Company  for  the issuance,  sale  or grant  of all such  rights, options, warrants  or conversion or exchange rights whether or not exercised;





	 	provided  further,  that  no  such  readjustment  shall  have  the  effect  of  increasing   the  Exercise  Price  or decreasing  the number of Common Shares purchasable upon the exercise of each Warrant by an amount in excess of the amount of the adjustment  initially  made with respect  to the issuance,  sale or grant of such rights, options, warrants or conversion or exchange rights.


4.2          Voluntary Adjustment by the Company


             Subject to requisite
Exchange acceptance, the Company  may, at its option, at any time during  the term of the Warrants, reduce  the then current Exercise  Price  to any amount  deemed
 appropriate  by the Board  of Directors of the Company.


4.3          Notice of Adjustment


           Whenever the number of Common Shares purchasable upon the exercise of each Warrant or the Exercise Price of such Common Shares is adjusted, as herein provided, the Company shall promptly send to the Warrantholder by first class mail, postage prepaid, notice of such adjustment or adjustments.






 B7

4.4          No Adjustment for Dividends


             Except as provided
in section 4.1 of this Article 4, no adjustment in respect of any dividends
shall be made during the term of a Warrant or upon the exercise of a Warrant.


4.5          Preservation of Purchase Rights Upon Merger, Consolidation, etc.


           In connection
 with any consolidation of the Company  with, or amalgamation  or merger
 of the Company
 with  or  into, another  corporation (including, without  limitation, pursuant  to a "takeover  bid", "tender offer"
 or other  acquisition
 of
all or substantially  all of the outstanding
Common  Shares)  or in case of any sale, transfer or lease to another corporation of all or substantially all the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholder  an agreement that the Warrantholder shall have the right thereafter, upon payment of the Exercise
Price in effect immediately prior to such action, to purchase  upon exercise of each Warrant the kind and amount of shares and other securities and property which 
 it  would
 have  owned  or  have  been  entitled 
 to   receive  after  
the  happening   of  such   consolidation, amalgamation, merger, sale, transfer or lease had such Warrant
been exercised  immediately  prior to such action, and
the Warrantholder
 shall
 be
bound  to accept such shares  and other securities
 and
property  in lieu of the Common Shares to which it was previously entitled; provided, however, that no adjustment in respect of dividends,  interest or other income  on or from such shares or other securities  and property shall be made during the term of a Warrant or upon  the exercise  of a  Warrant.    Any such agreement
shall provide for adjustments, which shall
be as nearly equivalent as may be practicable to the adjustments provided for in this Schedule "A".  The provisions of this Article 4 shall similarly apply to successive consolidations, mergers, amalgamation, sales, transfers or leases.


4.6         Determination of Adjustments


             If any questions shall at any time arise with respect
 to the Exercise Price, such question  shall
 be conclusively determined, absent manifest error, by the Company's Auditors,  or, if they decline to so act, any other
firm  of
 Chartered   Accountants,  in  Vancouver,  British   Columbia,  that  the  Company  may  designate  and  the Warrantholder, acting  reasonably, may approve,
 and  who  shall  have access
 all  appropriate records  and  such determination shall be binding upon the Company and the holder.


ARTICLES COVENANTS BY THE 
COMPANY


5.1          Reservation of Common Shares


              The Company will reserve and there will remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the rights of acquisition provided for in
this Warrant Certificate.


ARTICLE6
MERGER AND SUCCESSORS


6.1            Company May Consolidate, etc. on Certain Terms


               Nothing   herein  contained 
 shall  prevent  any consolidation,  amalgamation   or  merger  of  the Company  with or into any other corporation  or corporations, or a conveyance  or transfer of all or substantially
 all the properties and estates of the Company as an entirety to any corporation lawfully entitled  to acquire and operate
same,  provided, however, that the corporation  formed  by such consolidation, amalgamation or merger  or which acquires by conveyance  or transfer all or substantially all the properties and estates of the Company  as an entirety shall,  simultaneously  with
 such  amalgamation,  merger,  conveyance or  transfer,  assume  the  due  and  punctual performance  and
 observance  of  all  the  covenants and  conditions  hereof   to  be  performed  or  observed
 by  the Company.


6.2          Successor Company
Substituted


              In case the Company,
pursuant to section 6.1 shall be consolidated, amalgamated or merged  with or into any other corporation or corporations  or shall convey or transfer  all or substantially
 all of its properties and






 B8

estates  as  an  entirety 
 to  any  ot her  corporation,   the  successor   corporation   formed  by  such  consolidation or amalgamation,  or into which  the Company
 shall have been consolidated,
amalgamated  or merged  or which  shall have received a conveyance or tra nsfer as aforesaid,
shall succeed to and be substituted for the Company  hereunder
and
such changes in phraseology and form (but not in substance)  may be made in this Warrant Certifica te and herein as may be appropriate in view of such amalgamation, merger or transfer.


ARTICLE7
AMENDMENTS


7.1          Amendment,
etc.

This  Warrant  Certificate  may only  be amended  by a written  instrument  signed by  the  parties.

ARTICLES 
MISCELLANEOUS


8.1           Time


Time is of the essence of the terms of this Wa rrant
Certificate.


8.2           Notice


Any
notice or other communication to be given in connection with this Warrant Certificate must be in writing and given by personal delivery or by fax or email to the following addresses:


	 	To the Company:
I-Minerals Inc.
Suite 880 - 580 Hornby Street Vancouver, British Columbia Canada V6C 3B6



	 	
Attention:  Barry Girling, Director
Fax: 604-684-0642
Email: wbg@imineralsinc.com



	 	To the Warrantholder:



	 	♦
♦
♦



	 	
Attention:  ♦
Fax:♦
Email:♦





 B9

8.3         Non-transferability of Warrants


The Warrants evidenced hereby (or any portion thereof) may not be assigned or transferred by the holder except as permitted under the Securities Act (British Columbia), together wit h all regulations and rules promulgated thereunder and all administrative
policy statements, instruments, blanket orders and rulings,
notices and administrative directions issued by the British Columbia Securities Commission and any order granted by the British Columbia Securities Commission.  In the event the Warrants evidenced hereby (or any portion thereof)
are assignable or transferable as permitted herein, they may be assigned or transferred by the holder duly completing and executing the transfer
form attached hereto as Schedule
"D". The rights and obligations of the parties hereunder shall be binding upon and enure to the benefit of their successors and permitted assigns.






 SCHEDULE "B"


EXERCISE FORM


TO:      I-Minerals Inc.


Terms  which  are  not  otherwise  defined  herein  shall  have  the meanings  ascribed to such  terms  in  the Warrant


Certificate held by the undersigned and issued by I-Minerals Inc. (the "Company").


The undersigned hereby exercises the right to acquire ___________ Common
Shares of the Company in accordance with and subject  to the provisions of such Warrant Certificate and herewith makes payment of the purchase price in full for the said number of Common Shares.


The Common Shares are to be issued as follows: 

	Name:


	 



	Address in full:	 
	 	
	 	 



	Social Insurance Number:

	 


Note: If further nominees are intended, please attach (and initial) a schedule giving these particulars. 

DATED this        day of                                     , 201


	 	 	 
	Signature Guaranteed        	 	(Signature of Warrantholder) 
	 	 	 
	 	 	 
	 	 	Print full name
	 	 	 
	 	 	 
	 	 	Print full address


Instructions:


	1.	The registered holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised to the Company.





	2.

	If the Exercise  Form indicates  that Common  Shares  are to be issued  to a person  or persons other than the registered holder  of t he  Warrant  Certificate,  the signature  of such  holder  of  the  Exercise  Fo1m  must  be guaranteed  by  an authorized  officer  of a chartered  bank, trust company or an investment  dealer who is a member of a recognized stock exchange.





	3.

	If the Exercise Form is signed  by a trustee, exercise, administrator, curator, guardian, attorney, officer  of a corporation or  any person  acting  in a judiciary  or  representative capacity,  the certificate must be  accompanied  by evidence of authority to sign satisfactory to the Company.







 SCHEDULE "C"

WARRANT EXERCISE GRID

	Common Shares Issued	Common Shares
Available	Initials of Authorized Officer
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 SCHEDULE "D"

TRANSFER FORM


FOR VALUE RECEIVED the undersigned hereby
sells, assigns and transfers unto

_________________________________________________________________________________________

  (Please print or
typewrite name and
address
of assignee)

_________________________________________________________________________________________

________________Wa rrant(s) represented  by the
within certificate, and do(es)  hereby irrevocably  constitute and
appoint_________________________________________________________________________________________ the attorney of the undersigned  to transfer
the said Warrants maintained by the transfer agent of the Company
with
full power of
substitution hereunder.

DATED this                  day of                                           ,                                                            


	 	 	 
	 	 	Signature of Holder
	 	 	 
	Name of Holder (please print)	 	Signature  Guarantee


The
signature of the Holder to this assignment must correspond exactly with the name of the Holder as set forth on the face of this Warrant certificate in every particular, without alteration or enlargement or any change whatsoever and the signature must be guaranteed by a Canadian chartered bank or by a Canadian trust company or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program.



DATED:          SEPTEMBER 13, 2013

  _____________________________________________________________________

Among:


	I-Minerals	 
	 	OF THE FIRST PART
	
 Inc. And:
	 
	 	 
	
i-minerals USA
	
OF THE SECOND PART

	 	 
	Inc. And:	 
	 	OF THE THIRD
PART
	BV Lending, LLC	 
	 	 


_____________________________________________________________________

LOAN
  AGREEMENT

_____________________________________________________________________

Tupper Jonsson & Yeadon
1710-1177 West Hastings
Street
Vancouver, B. C.
V6E 2L3


Telephone: (604) 640-6355