Amended Quarterly Report (10-q/a)
June 17 2016 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
[ x ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended:
January 31, 2016
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to _______
Commission file number:
000-55321
I-MINERALS INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
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20-4644299
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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Suite 880, 580 Hornby Street, Vancouver, BC,
Canada V6C 3B6
(Address of principal executive offices)(Zip Code)
(877) 303-6573
Registrant’s telephone number, including area code
Not applicable
(Former name or former address if changed since last
report)
Securities
registered under section 12(g) of the Exchange Act: Common shares with no par value.
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the Exchange Act). Yes [ ] No [X]
As
of December 14, 2015, the registrant had 85,553,141 outstanding shares of
common stock.
EXPLANATORY
NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q
of I-Minerals Inc. (the “Company”) for the fiscal period ended January 31, 2016
filed with the Securities and Exchange Commission on March 14, 2016 (the
“Original Form 10-Q”) is being filed to include as exhibit 10.12 the Global Settlement
and Release Agreement dated as of October 29, 2015 (the “Settlement Agreement”)
among Idaho Industrial Minerals, LLC, Hoodoo
Resources, LLC (“Hoodoo”), the principal of Hoodoo, Robert Lemke, Brent Thomson
and The Thomson Family Trust, the Estate of Philip Nisbet, Allen Ball,
the Allen Ball and Connie Ball Family Trust, Ball Ventures, LLC and BV Natural
Resources, LLC and Northwest Kaolin, Inc.
Except as described above, Amendment No. 1 does not
modify, amend or update the disclosure made in the Original Form 10-Q.
The filing of this Amendment No. 1 shall not be deemed an
admission that the Original Form 10-Q when made included any untrue statements
of material fact or omitted a material fact to make a statement misleading.
Item 6. Exhibits
3.1
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Certificate
of Continuation.
(2)
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3.2
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Articles
of Continuance.
(2)
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3.3
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Certificate
of Amendment.
(2)
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3.4
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Articles
of Amendment.
(2)
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3.5
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By-Laws.
(2)
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10.1
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Assignment
Agreement with Contingent Right of Reverter dated August 10, 2002, between
the Company, Idaho Industrial Minerals, LLC and Northwest Kaolin Inc.
(2)
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10.2
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Amendment
and Ratifications of Assignment Agreement with Contingent Right of Reverter
dated August 10, 2005, between the Company, Idaho Industrial Minerals, LLC
and Northwest Kaolin Inc.
(2)
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10.3
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Second
Amendment and Ratifications of Assignment Agreement with Contingent Right of
Reverter dated August 10, 2005, between the Company, Idaho Industrial
Minerals, LLC and Northwest Kaolin Inc.
(2)
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10.4
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Third
Amendment and Ratifications of Assignment Agreement with Contingent Right of
Reverter dated August 10, 2008, between the Company, Idaho Industrial
Minerals, LLC and Northwest Kaolin Inc.
(2)
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10.5
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Fourth
Amendment and Ratifications of Assignment Agreement with Contingent Right of
Reverter dated January 1, 2010, between the Company, Idaho Industrial
Minerals, LLC and Northwest Kaolin Inc.
(2)
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10.6
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Employment
Agreement dated April 1, 2013 between the Company and Thomas M. Conway.
(2)
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10.7
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Loan
Agreement dated September 13, 2013 between the Company and BV Lending LLC.
(2)
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10.8
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Stock
Option Plan.
(1)
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10.9
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Sales
Agreement dated April 28, 2014 between I-Minerals USA, Inc. and Pre-Mix, Inc.
(2)
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10.10
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Loan
Agreement dated February 18, 2015 between the Company and BV Lending LLC.
(3)
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10.11
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Amendment
Agreement dated December 1, 2015 between the Company and BV Lending LLC
(4)
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10.12
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Global Settlement and Absolute Agreement dated October
29, 2015 among I-Minerals Inc., Idaho Industrial Minerals, LLC, Hoodoo
Resources, LLC, Robert Lemke, Brent Thomson, The Thomson Family Trust, the
Estate of Philip Nisbet, Allen Ball, the Allen Ball and Connie Ball Family
Trust, Ball Ventures, LLC and BV Natural Resources, LLC
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31.1
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Certification
of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of
2002 (Rule 13a-14 and 15d-14 of the Exchange Act)
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31.2
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Certification
of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of
2002 (Rule 13a-14 and 15d-14 of the Exchange Act)
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32.1
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Certification
of Chief Executive Officer pursuant to pursuant to Section 1350 of Title 18
of the United States Code
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32.2
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Certification
of Chief Financial Officer pursuant to pursuant to Section 1350 of Title 18
of the United States Code
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101.INS
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XBRL Instance Document.
(5)
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101.SCH
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XBRL Taxonomy Extension Schema.
(5)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase.
(5)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase.
(5)
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101.LAB
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XBRL Taxonomy Extension Label Linkbase.
(5)
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101.PRE
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XBRL Taxonomy Extension
Presentation Linkbase.
(5)
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(1)
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Filed as an exhibit to our Registration Statement on Form 10 filed with the SEC on November 17, 2014.
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(2)
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Filed as an exhibit to our Registration Statement on Form 10/A filed with the SEC on December 24, 2014.
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(3)
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Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 11, 2015.
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(4)
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Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 7, 2015.
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(5)
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Filed as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on March 14, 2016.
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SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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I-MINERALS
INC.
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Date:
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June
17, 2016
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By:
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/s/
Thomas M. Conway
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THOMAS
M. CONWAY
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Chief
Executive Officer and President
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(Principal Executive
Officer)
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Date:
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June
17, 2016
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By:
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/s/
Matthew Anderson
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MATTHEW
ANDERSON
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Chief
Financial Officer
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(Principal Financial
Officer and Principal Accounting Officer)
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