THIS TWENTY-FIRST AMENDING AGREEMENT is made as of September 15, 2022. AMONG:
THIS TWENTY-FIRST AMENDING AGREEMENT is made as of September 15, 2022.
AMONG:
I-Minerals Inc., a body corporate, continued under the laws of
Canada, having its head office at ▇▇▇▇▇ ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(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 ▇▇▇▇▇ ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(hereinafter called the “Subsidiary”)
OF THE SECOND PART
AND:
BV Lending, LLC, an Idaho limited liability company, having its head office at Suite ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇. ▇▇▇▇▇
(hereinafter called “BV”)
OF THE THIRD PART
WHEREAS:
▇.▇▇▇▇▇▇▇▇ to an agreement among the parties dated October 25, 2019, as amended by an amending agreement dated November 25, 2019 (hereinafter called the “First Amending Agreement”), as amended by an amending agreement dated January 20, 2020 (hereinafter called the “Second Amending Agreement”), as amended by an amending agreement dated June 4, 2020 (hereinafter called the “Third Amending Agreement”), as amended by an amending agreement dated July 8, 2020 (hereinafter called the “Fourth Amending Agreement”), as amended by an amending agreement dated December 3, 2020 (hereinafter called the “Fifth Amending Agreement”), as amended by an amending agreement dated March 9, 2021 (hereinafter called the “Sixth Amending Agreement”), as amended by an amending agreement dated April 15, 2021 (hereinafter called the “Seventh Amending Agreement”), as amended by an amending agreement dated May 10, 2021 (hereinafter called the “Eighth Amending Agreement”), as amended by an amending agreement dated June 15, 2021 (hereinafter called the “Ninth Amending Agreement”), as amended by an amending agreement dated July 15, 2021 (hereinafter called the “Tenth Amending Agreement”), as amended by an amending agreement dated August 13, 2021 (hereinafter called the “Eleventh Amending Agreement”), as amended by an amending agreement dated September 13, 2021 (hereinafter called the “Twelfth Amending Agreement”), as amended by an amending agreement dated October 13, 2021 (hereinafter called the “Thirteenth Amending Agreement”), as amended by an amending agreement dated November 15, 2021 (hereinafter called the “Fourteenth Amending Agreement”), as amended by an amending agreement dated December 15, 2021 (hereinafter called the
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“Fifteenth Amending Agreement”), as amended by an amending agreement dated January 13, 2022 (hereinafter called the “Sixteenth Amending Agreement”), as amended by an amending agreement dated February 15, 2022 (hereinafter called the “Seventeenth Amending Agreement”), as amended by an amending agreement dated March 21, 2022 (hereinafter called the “Eighteenth Amending Agreement”), as amended by an amending agreement dated April 14, 2022 (hereinafter called the “Nineteenth Amending Agreement”), and as amended by an amending agreement dated June 14, 2022 (hereinafter called the “Twentieth Amending Agreement”), with the agreement dated October 25, 2019, as amended by the First Amending Agreement, the Second Amending Agreement, the Third Amending Agreement, the Fourth Amending Agreement, the Fifth Amending Agreement, the Sixth Amending Agreement, the Seventh Amending Agreement, the Eighth Amending Agreement, the Ninth Amending Agreement, the Tenth Amending Agreement, the Eleventh Amending Agreement, the Twelfth Amending Agreement, the Thirteenth Amending Agreement, the Fourteenth Amending Agreement, the Fifteenth Amending Agreement, the Sixteenth Amending Agreement, the Seventeenth Amending Agreement, the Eighteenth Amending Agreement, the Nineteenth Amending Agreement, and the Twentieth Amending Agreement hereinafter collectively called the “Loan Agreement”, B.V. agreed to advance certain funds to the Company to advance its Bovill Kaolin Project located in the State of Idaho, U.S.A.;
B.The parties wish to further amend certain of the provisions of the Loan Agreement on the terms and conditions hereinafter set forth;
C. The Subsidiary is a wholly-owned subsidiary of the Company and is the legal owner of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Property hosting the Bovill Kaolin Project in the State of Idaho, U.S.A., as referred to in Recital A. herein;
NOW THEREFORE THIS TWENTY-FIRST AMENDING AGREEMENT WITNESSETH that in consideration of these presents and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereby agree as follows:
1.The parties agree that the Loan Agreement is hereby amended as follows.
(a)Paragraph 2.01 is hereby amended by deleting the amount “$3,925,000” and replacing such amount with “$4,375,000”.
(b)Paragraph 2.08(g) is hereby amended to read as follows:
“(g)With respect to each of the Sixteenth Advance, Seventeenth Advance, Eighteenth Advance, Nineteenth Advance, Twentieth Advance, Twenty-First Advance, Twenty-Second Advance, Twenty-Third Advance, Twenty-Fourth Advance, Twenty-Fifth Advance, Twenty-Sixth Advance and Twenty-Seventh Advance as set forth on Schedule A, the Company shall have requested each such Advance in writing and BV shall have expressly consented in writing to making such Advance in its sole and absolute discretion.”
(c)Paragraph 6.01 is replaced in its entirety with the following:
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“6.01The parties agree that the Company will repay the Indebtedness on December 31, 2022.”
(d)Schedule A to the Loan Agreement is hereby amended to read as follows:
SCHEDULE A
2019 | ||||||||
|
|
|
|
| October (First Advance) | November (Second Advance | December Third Advance) |
|
|
|
|
|
| $250,000 | $250,000 | $200,000 |
|
2020 | ||||||||
|
| February (Fourth Advance) | March (Fifth Advance) | April (Sixth Advance) | July (Seventh Advance) | August (Eighth Advance) | September (Ninth Advance) |
|
|
| up to $200,000 | up to $200,000 | up to $200,000 | up to $150,000 | up to $200,000 | up to $200,000 |
|
|
|
|
|
|
|
|
|
|
|
| October (Tenth Advance) | November (Eleventh Advance) | December (Twelfth Advance) |
|
|
|
|
|
| up to $200,000 | up to $200,000 | up to $250,000 |
|
|
|
|
2021 | ||||||||
|
| July (Thirteenth Advance) | August (Fourteenth Advance) | November (Fifteenth Advance) | December (Sixteenth Advance) |
|
|
|
|
| up to $112,500 | up to $112,500 | up to $125,000 | up to $125,000 |
|
|
|
2022 | ||||||||
|
| January (Seventeenth Advance) | February (Eighteenth Advance) | March (Nineteenth Advance) | April (Twentieth Advance) | June (Twenty-First Advance) | July (Twenty-Second Advance) |
|
|
| up to $125,000 | up to $125,000 | up to $125,000 | up to $125,000 | up to $150,000 | up to $150,000 |
|
|
| August (Twenty-Third Advance) | September (Twenty-Fourth Advance) | October (Twenty-Fifth Advance) | November (Twenty-Sixth Advance) | December (Twenty-Seventh Advance) |
|
|
|
| up to $150,000 | up to $120,000 | up to $120,000 | up to $120,000 | up to $90,000 |
|
|
2.Except as amended by this Twenty-First Amending Agreement, all of the other terms and conditions of the Loan Agreement remain in full force and effect.
3.Each of the parties agrees to do and/or execute all such further and other acts, deeds, things, devices, documents and assurances that may be required in order to carry out the true intent and meaning of this Twenty-First Amending Agreement.
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4.This Twenty-First Amending Agreement and any certificate or other writing delivered in connection herewith may be executed in any number of counterparts and any party hereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts of this Twenty-First Amending Agreement or such other writing, as the case may be, taken together, will be deemed to be one and the same instrument. The execution of this Twenty-First Amending Agreement or any other writing by any party hereto will not become effective until each party hereto has executed a counterpart of this Twenty-First Amending Agreement or any other writing, as the case may be.
5.Each of the parties hereto will be entitled to rely upon delivery by facsimile or by email of executed copies of this Twenty-First Amending Agreement and any certificates or other writings delivered in connection herewith, and such facsimile or emailed copies will be legally effective to create a valid and binding agreement among the parties in accordance with the terms and conditions of this Twenty-First Amending Agreement.
6.This Twenty-First Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their successors and permitted assigns, as the case may be.
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IN WITNESS WHEREOF the parties have executed and delivered this Twenty-First Amending Agreement as of the day and year first above written.
Executed by
I-Minerals Inc.
in the presence of:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Authorized Signatory
Executed by
i-minerals USA Inc.
in the presence of:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Authorized Signatory
Executed by
BV Lending, LLC
By: Ball Ventures, LLC, an Idaho limited
liability company, the Member
By: BV Management Services, Inc., an Idaho
corporation, the Manager
Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
DATED:September 15, 2022
Between:
I-Minerals Inc.
OF THE FIRST PART
And:
i-minerals USA Inc.
OF THE SECOND PART
And:
BV Lending, LLC
OF THE THIRD PART
TWENTY-FIRST AMENDING AGREEMENT
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Vancouver, B. C.
V6E 2L3
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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THIS AGREEMENT is dated September 15, 2022.
BETWEEN:
I-Minerals Inc., a body corporate, continued under the laws of Canada, having its head office at Suite ▇▇▇ – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(hereinafter called the “Company”)
OF THE FIRST PART
AND:
BV Lending, LLC, an Idaho limited liability company, having its head office at Suite ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇. ▇▇▇▇▇
(hereinafter called “BV”)
OF THE SECOND PART
WHEREAS:
A.Pursuant to an agreement among the parties dated June l, 2016, as amended by an amending agreement dated October 25, 2017 (hereinafter called the “First Amending Agreement”), as further amended by an amending agreement dated January 19, 2018 (hereinafter called the “Second Amending Agreement”), as further amended by an amending agreement dated March 20, 2018 (hereinafter called the “Third Amending Agreement”), as further amended by an amending agreement dated March 27, 2019 (hereinafter called the “Fourth Amending Agreement”), as further amended by an amending agreement dated June 28, 2019 (hereinafter called the “Fifth Amending Agreement”), with the loan agreement dated June 1, 2016, as amended by the First Amending Agreement, the Second Amending Agreement, the Third Amending Agreement, the Fourth Amending Agreement and the Fifth Amending Agreement hereinafter collectively called the “Loan Agreement”, BV agreed to advance certain funds to the Company to advance its Bovill Kaolin Project located in the State of Idaho, U.S.A.;
B.Pursuant to an agreement among the parties dated September 11, 2018 (hereinafter called the “2018 Loan Agreement”), BV agreed to advance an additional $2,500,000 to the Company to further advance its Bovill Kaolin Project located in the State of Idaho, U.S.A.;
C.The Loan Agreement and the 2018 Loan Agreement are hereinafter collectively referred to as the “Loan Agreements”;
D.The Loan Agreements were previously amended by an amending agreement dated October 25, 2019;
▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated June 4, 2020, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until December 15, 2020;
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▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated December 3, 2020, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until March 15, 2021;
▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated March 9, 2021, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until April 15, 2021;
▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated April 15, 2021, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until May 15, 2021;
I.Pursuant to paragraph 1.01 of an agreement between the Company and BV dated May 10, 2021, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until June 15, 2021;
▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated June 15, 2021, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until July 15, 2021;
▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated July 15, 2021, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until August 15, 2021;
▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated August 13, 2021, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until September 15, 2021;
▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated September 13, 2021, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until October 15, 2021;
N.Pursuant to paragraph 1.01 of an agreement between the Company and BV dated October 13, 2021, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until November 15, 2021;
▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated November 15, 2021, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until December 15, 2021;
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P.Pursuant to paragraph 1.01 of an agreement between the Company and BV dated December 15, 2021, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until January 15, 2022;
Q.Pursuant to paragraph 1.01 of an agreement between the Company and BV dated January 13, 2022, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until February 15, 2022;
▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated February 15, 2022, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until April 15, 2022;
S.Pursuant to paragraph 1.01 of an agreement between the Company and BV dated April 14, 2022, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until June 15, 2022;
▇.▇▇▇▇▇▇▇▇ to paragraph 1.01 of an agreement between the Company and BV dated June 14, 2022, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, was extended until September 15, 2022; and
U.The parties have agreed to further extend the repayment date by which the principal and interest outstanding pursuant to the Loan Agreements is to be made, as provided for 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:
1.Extension for the repayment of the Indebtedness
1.01Notwithstanding the provisions for the repayment of the cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, as provided for in the Loan Agreements and pursuant to certain related promissory notes issued pursuant to the Loan Agreements, the date for the repayment of all cash advances made pursuant to the Loan Agreements, together with all accrued and unpaid interest thereon, is hereby extended until December 31, 2022.
2.Notices
2.01All 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:
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I-Minerals Inc.
Suite 880 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Vancouver, British Columbia, Canada
V6C 3B6
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Director
Email: ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
(b)if to BV:
BV Lending, LLC
P.O. Box 51298
Idaho Falls, ID 83405
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Suite 300
Idaho Falls, ID 83402
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive Officer
Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
with a copy to:
▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
General Counsel to Ball Ventures, LLC
P.O. Box 51298
Idaho Falls, ID 83405
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Suite 300
Idaho Falls, ID 83402
Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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.
3.Time of the Essence
3.01Time shall be of the essence of this Agreement.
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4.U.S. Dollars
4.01All references herein to dollar amounts are to lawful currency of the United States of America, unless otherwise specifically provided for herein.
5.Headings
5.01The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.
6.Singular and Plural, etc.
6.01Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.
7.Entire Agreement
7.01This 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.
8.Severability
8.01The 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.
9.Governing Law
9.01This 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.
10.Dispute Resolution
10.01If 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”);
(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
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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.
11.Successors and Assigns
11.01The 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.
12.Further Assurances
12.01Each 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.
13.Effective Date
13.01This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.
14.Counterparts and Facsimile
14.01This 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.
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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.
in the presence of:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Authorized Signatory
Executed by
BV Lending, LLC
By: Ball Ventures, LLC, an Idaho limited
liability company, the Member
By: BV Management Services, Inc., an
Idaho corporation, the Manager
Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
DATED:September 15, 2022
Between:
I-Minerals Inc.
OF THE FIRST PART
And:
BV Lending, LLC
OF THE SECOND PART
AGREEMENT
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Vancouver, B. C.
V6E 2L3
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇