TABLE OF CONTENTS
i
I-MINERALS
INC.
NOTICE OF 2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 18, 2017
To
the Company’s Shareholders:
Notice
is hereby given that the 2017 Annual General Meeting (the “Meeting”) of the shareholders
of I-Minerals Inc., a corporation continued under the laws of the
Canada Business
Corporations Act
(“CBCA”) (the “Company”), will be held at Suite 704, 595
Howe Street, Vancouver, British Columbia, Canada on December 18, 2017,
commencing at 1:00 p.m. (Pacific Standard Time), for the following purposes:
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1.
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To set the number of directors for the ensuing year at six (6) persons.
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2.
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To elect Thomas M. Conway, Allen L. Ball, W. Barry Girling, Gary Childress, Wayne Moorhouse and John Theobald as directors of the Company for the ensuing year.
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3.
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To appoint BDO Canada LLP as the auditors of the Company until the next annual general meeting of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditors.
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4.
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To consider, and, if deemed advisable, approve a resolution ratifying and approving the Company’s 10% “rolling” Stock Option Plan as described in the Proxy Statement.
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5.
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To receive the audited financial statements of the Company for the fiscal year ended April 30, 2017 and the accompanying record for the audits.
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Only
shareholders of record at the close of business on October 30, 2017 are
entitled to notice of, and to vote at, the Meeting.
Shareholders
unable to attend the Meeting in person are requested to read the enclosed proxy
statement and proxy and then complete and deposit the proxy in accordance with
its instructions. Unregistered shareholders must deliver their completed
proxies in accordance with the instructions given by their financial
institution or other intermediary that forwarded the proxy to them.
BY ORDER OF THE BOARD OF DIRECTORS OF
I-MINERALS INC.
/s/ Thomas M. Conway
_____________________________________
Thomas
M. Conway,
Chief
Executive Officer, President and Director
Vancouver,
British Columbia
November
17, 2017
IMPORTANT
Whether or
not you expect to attend in person, the Company urges you to sign, date, and
return the enclosed proxy at your earliest convenience. This will help to
ensure the presence of a quorum at the Meeting. PROMPTLY SIGNING, DATING, AND
RETURNING THE PROXY WILL SAVE I-MINERALS INC. THE EXPENSE AND EXTRA WORK OF
ADDITIONAL SOLICITATION. Sending in your proxy will not prevent you from
voting your shares at the Meeting if you desire to do so, as your proxy is
revocable at your option.
ii
I-MINERALS
INC.
Suite
880, 580 Hornby Street
Vancouver,
British Columbia, Canada V6C 3B6
PROXY STATEMENT
FOR
THE 2017 ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
TO
BE HELD ON DECEMBER 18, 2017
This Proxy Statement is being furnished in connection
with the solicitation of proxies by the Board of Directors of I-Minerals Inc.
(“we”, “us”, “our” and the “Company”) for use at the 2017 Annual General
Meeting of the shareholders of the Company (the “Meeting”) to be held on December
18, 2017 at 1:00 p.m. (Pacific Standard Time) at Suite 704, 595 Howe Street,
Vancouver, British Columbia, Canada and at any adjournment thereof, for the
purposes set forth in the preceding Notice of Annual General and Special Meeting.
This
Proxy Statement, the Notice of Annual General Meeting and the enclosed proxy
card are expected to be mailed to the Company’s shareholders on or about November
17, 2017.
The Company does not expect that any matters other
than those referred to in this Proxy Statement and the Notice of Annual General
and Special Meeting will be brought before the Meeting. However, if other
matters are properly presented before the Meeting, the persons named as proxy
appointees will vote upon such matters in accordance with their best judgment.
The grant of a proxy also will confer discretionary authority on the persons
named as proxy appointees to vote in accordance with their best judgment on
matters incidental to the conduct of the Meeting.
The date of this Proxy Statement is November 17, 2017.
Important Notice Regarding the Internet Availability
of Proxy Materials for the Meeting to be held on December 18, 2017. This Proxy
Statement to the shareholders is available on the Company’s website at
www.imineralsinc.com/s/investors/asp
.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE
MEETING
Why am I receiving this Proxy
Statement and proxy card?
You are
receiving this Proxy Statement and proxy card because you are a shareholder of
record as at the close of business on October 30, 2017 (the “Record Date”), and
are entitled to vote at this Meeting. This Proxy Statement describes issues on
which the Company would like you, as a shareholder, to vote. It provides
information on these issues so that you can make an informed decision. You do
not need to attend the Meeting to vote your shares.
When you sign the proxy card, you appoint the directors and/or
officers (the “Designated Persons”) who are named in the proxy card of the
Company. The Designated Persons will vote your shares at the Meeting (or any
adjournments or postponements) as you have instructed them on your proxy card.
With proxy voting, your shares will be voted whether or not you attend the
Meeting. Even if you plan to attend the Meeting, it is a good idea to complete,
sign and return your proxy card in advance of the Meeting, just in case your
plans change.
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If no choice is specific in the proxy with respect to a matter to be
acted upon, the proxy confers discretionary authority with respect to that
matter upon the Designated Persons named in the proxy card. It is intended
that the Designated Persons will vote the common shares represented by the
proxy in favour of each matter identified in the proxy and for the nominees of
the Company’s Board of Directors and auditors.
If an issue comes up for vote at the Meeting (or any adjournments or
postponements) that is not described in this Proxy Statement, the Designated
Persons will vote your shares, under your proxy, at their discretion, subject
to any limitations imposed by law.
Who is soliciting my vote?
The Board of Directors of the Company is soliciting your proxy to vote
at the Meeting.
Who pays for this proxy solicitation?
The Company will bear the entire cost of solicitation of
proxies, including preparation, assembly and mailing of this proxy statement,
the proxy and any additional information furnished to shareholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
depositories, fiduciaries and custodians holding shares in their names that are
beneficially owned by others to forward to these beneficial owners. The Company
may reimburse persons representing beneficial owners for their costs of
forwarding the solicitation material to the beneficial owners of the shares at
the Company's discretion. Original solicitation of proxies by mail may be
supplemented by telephone, facsimile, electronic mail or personal solicitation
by the Company’s directors, officers or other regular employees. No additional
compensation will be paid to directors, officers or other regular employees for
such services.
Who is entitled to attend and vote at the Meeting?
Only shareholders of the Company of record at the close of business on October
30, 2017, will be entitled to vote at the Meeting. Shareholders entitled to
vote may do so by voting those shares at the Meeting or by proxy.
What matters am I voting on?
You are being asked to vote on the following
matters:
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1.
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To set the number of directors for the ensuing year at six (6) persons.
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2.
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To elect Thomas M. Conway, Allen L. Ball, W. Barry Girling, Gary Childress, Wayne Moorhouse and John Theobald as directors of the Company for the ensuing year.
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3.
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To appoint BDO Canada LLP as the auditors of the Company until the next annual general meeting of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditors.
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4.
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To consider, and, if deemed advisable, approve a resolution ratifying and approving the Company’s 10% “rolling” Stock Option Plan.
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5.
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To receive the audited financial statements of the Company for the fiscal year ended April 30, 2017 and the accompanying record for the audits.
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The Company will also consider any other business
that properly comes before the Meeting.
How do I
vote?
The voting process is different depending on whether you are a
registered shareholder or a beneficial shareholder:
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You are a registered shareholder if your common shares are registered in your name (“Registered Shareholder”).
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You are a beneficial shareholder if your shares are held on your behalf by your intermediary (“Beneficial Shareholder”).
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Registered Shareholder: Common Shares Registered in Your Name
If you are a Registered Shareholder, you are entitled to vote in
persons at the Meeting or by proxy whether or not you attend the Meeting. You
may vote by proxy:
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by signing your proxy card and mailing it to the Company’s transfer agent at the address on the proxy card;
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by signing and e-mailing your proxy card to the Company’s transfer agent for proxy voting at the e-mail address provided on the proxy card;
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by telephone by following the instructions set out in the proxy card; and
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through the internet by following the instructions set out in the proxy card.
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If you wish to submit a proxy, whether by paper, telephone, email,
or internet, you must complete and sign the proxy, and then return it to the
Company’s transfer agent, Computershare Investor Services Inc., in accordance
with the instructions set forth in the proxy card, no later than 48 hours
(excluding Saturdays, Sundays and holidays) prior to the time of the Meeting,
or adjournment thereof. The chair of the Meeting may waive the proxy cut-off
without notice. If the proxy is not dated, it will be deemed to be dated seven
calendar days after the date on which it was mailed to you (the Registered
Shareholder).
Beneficial Shareholder: Common Shares Registered in the Name of an
Intermediary such as a Brokerage Firm, Bank, Dealer or other Similar
Organization
The following information is of significant importance to those
shareholders who do not hold shares in their own name. Beneficial Shareholders
should note that only proxies deposited by shareholders whose names appear on
the records of the Company as the registered holders of common shares can be
recognized and acted upon at the Meeting
If your common shares are listed in an account statement provided to
you by a broker, then in almost all cases your common shares will not be
registered in your name on the records of the Company. In such circumstances,
your common shares will more likely be registered under the names of your
broker or an agent of that broker. In Canada, the vast majority of such common
shares are registered under the name of CDS & Co., being the registration
name for The Canadian Depository for Securities Limited (which acts as nominee
for many Canadian brokerage firms), and in the United States, under the name of
Cede & Co., as nominee for The Depository Trust Company (which acts a
depository for many U.S. brokerage firms and custodian banks).
You should
ensure that instructions respecting the voting of your common shares are
communicated to the appropriate person well in advance of the Meeting.
Regulatory polices require Intermediaries to seek voting
instructions from Beneficial Shareholders in advance of shareholder meetings.
Beneficial Shareholders have the option of not objecting to their Intermediary
disclosing certain ownership information about themselves to the Company (such
Beneficial Shareholders are designated as non-objecting beneficial owners, or
“NOBOs”) or objecting to their Intermediary disclosing ownership information
about themselves to the Company (such Beneficial Shareholders are designated as
objecting beneficial owners, or “OBOs”).
In accordance with the requirements of National Instrument 54-101 –
Communication
with Beneficial Owners of Securities of a Reporting Issuer
, the Company has
elected to send the Proxy Statement, the Notice of Annual General Meeting and a
request for voting instructions (a “VIF”), instead of a proxy (the Proxy
Statement, the Notice of Annual General Meeting and VIF or proxy are
collectively referred to as the “Meeting Materials”) directly to the NOBOs.
The Company will not be paying to send the Meeting Materials to OBOs. OBOs
will not receive a copy of the Meeting Materials unless their Intermediaries
(or their service companies) assume the cost of delivery. A VIF enables a Beneficial
Shareholder to provide instructions to the registered holder of its common shares
as to how those shares are to be voted at the Meeting and allow the registered
holder to provide a Proxy voting the common shares in accordance with those
instructions. A VIF should be completed and returned in accordance with its
instructions. The results of the VIFs received from NOBOs will be tabulated
and appropriate instructions respecting voting of common shares to be
represented at the Meeting will be provided to the registered shareholders.
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Intermediaries are required to seek voting instructions from OBOs in
advance of the Meeting. Every Intermediary has its own mailing procedures and
provides its own return instructions, which should be carefully followed by
OBOs to ensure that their common shares are voted at the Meeting. Most brokers
now delegate responsibility for obtaining voting instructions from clients to
Broadridge Investor Communications Solutions (“Broadridge”), which mails the
materials for the Meeting to OBOs and asks them to return a VIF to Broadridge.
An OBO receiving a VIF from Broadridge may use that VIF to vote common shares
directly at the Meeting if the OBO inserts their name as the name of the person
to represent them at the Meeting. The VIF must be returned to Broadridge well
in advance of the Meeting in order to have the common shares voted.
In either case, the purpose of this procedure is to permit
Beneficial Shareholders to direct the voting of the shares which they
beneficially own. If you receive a VIF, you cannot use it to vote your common
shares directly at the Meeting. You should carefully follow the instructions
set out in the VIF including those regarding when and where the VIF is to be
delivered. If you wish to attend the Meeting as a Beneficial Shareholder or
have someone else attend on your behalf, you will need to write their name (or
their nominee’s name) in the space provided in the VIF and return it in
accordance with the instructions of the VIF.
Only Registered Shareholders have the right to revoke a proxy. As a
Beneficial Shareholder, you will need, at least seven days before the Meeting, to
arrange for your Intermediary to revoke your VIF on your behalf.
These securityholder materials are being sent to both Registered Shareholders
and Beneficial Shareholders. If you are a Beneficial Shareholder, and the
Company or its agent has sent these materials directly to you, your name and
address and information about your holdings of securities, have been obtained
in accordance with applicable securities regulatory requirements from the
intermediary holding on your behalf.
By choosing to send these materials to you directly, the Company
(and not the intermediary holding on your behalf) has assumed responsibility
for (i) delivering these materials to you, and (ii) executing your proper
voting instructions. Please return your voting instructions as specified in the
request for voting instructions.
What if I
share an address with another person and we received only one copy of the proxy
materials?
The Company will only deliver one Proxy Statement to multiple shareholders
sharing an address unless it has received contrary instructions from one or
more of the shareholders. The Company will promptly deliver a separate copy of
this Proxy Statement to a shareholder at a shared address to which a single
copy of the document was delivered upon oral or written request to:
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I-Minerals Inc.
Attention: Matthew Anderson, Chief Financial Officer
Suite 880, 580 Hornby Street
Vancouver, British Columbia, Canada V6C 3B6
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Shareholders may also address future requests for separate delivery of
Proxy Statements and/or annual reports by contacting us at the address listed
above.
How do I
appoint a proxyholder?
A shareholder has the right to appoint a person or company (who need
not be a shareholder) to attend and act for or on behalf of that shareholder at
the Meeting, other than the Designated Persons named in the enclosed proxy card.
To exercise
the right, the shareholder may do so by striking out the printed names and
inserting the name of such other person and, if desired, an alternate to such
person, in the blank space provided in the proxy card. Such shareholder should
notify the nominee of the appointment, obtain the nominee’s consent to act as
proxy and should provide instruction to the nominee on how the shareholder’s
shares should be voted. The nominee should bring personal identification to
the Meeting.
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What if I change my mind after I return my proxy?
You may revoke
your proxy and change your vote at any time before the polls close at the
Meeting. You may do this by:
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(a)
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executing and delivering a written notice of revocation of proxy to the office of the Company at any time before the taking of the vote at the Meeting;
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(b)
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executing and delivering a later-dated proxy relating to the same shares to the office of the Company at any time before taking of the vote at the Meeting; or
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(c)
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attending the Meeting in person and:
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(i)
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giving affirmative notice at the Meeting of your intent to revoke their proxy; and
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Any written
revocation of proxy or subsequent later-dated proxy should be delivered to the
office of the Company as follows: I-Minerals Inc., Attention: Matthew Anderson,
Chief Financial Officer, Suite 880, 580 Hornby Street, Vancouver, British
Columbia, Canada V6C 3B6. Attendance at the Meeting will not, by itself,
revoke a shareholder’s proxy without the giving of notice of intent to revoke
that proxy.
What
constitutes a quorum?
In order to hold a valid meeting of the Company’s shareholders,
a quorum equal to one shareholder must be present at the meeting, in person or
represented by proxy.
Shareholders who abstain from voting on any or all
proposals, but who are present at the Meeting or represented at the Meeting by
a properly executed proxy will have their shares counted as present for the
purpose of determining the presence of a quorum. Broker non-votes will also be
counted as present at the Meeting for the purpose of determining the presence
of a quorum. However, abstentions and broker non-votes will not be counted
either in favor or against any of the proposals brought before the Meeting. A
broker non-vote occurs when shares held by a broker for the account of a
beneficial owner are not voted for or against a particular proposal because the
broker has not received voting instructions from that beneficial owner and the
broker does not have discretionary authority to vote those shares.
In the event that a quorum is not present at the Meeting,
or in the event that a quorum is present but sufficient votes to approve the
proposal are not received, the persons named as proxies on the enclosed proxy
card may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. The persons named as proxies will vote upon such
adjournment after consideration of all circumstances that may bear upon a
decision to adjourn the Meeting. Any business that might have been transacted
at the Meeting originally called may be transacted at any such adjourned session(s)
at which a quorum is present. The Company will pay the costs of preparing and
distributing to shareholders additional proxy materials, if required in
connection with any adjournment. Any adjournment will require the affirmative
vote of a majority of those securities represented at the Meeting in person or
by proxy.
How are abstentions and broker non-votes treated?
Shareholders may vote for or against the
proposals or they may abstain from voting. Abstentions and broker non-votes
will be counted for purposes of determining the presence of a quorum at the
Meeting, but will not be counted as either in favor or against the proposals.
What vote is required to approve each
item?
In order for a proposal to be
approved, the number of votes cast at the Meeting in favor of the proposal must
be greater than the number of votes cast against the proposal. As of the Record Date, there were 89,484,792 common shares outstanding
and entitled to vote. The affirmative vote of the holders of a majority
of the Company’s common shares represented at the Meeting (except as specified
below) in person or by proxy is required to approve the following proposals:
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1.
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To set the number of directors for the ensuing year at six (6) persons.
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2.
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To elect Thomas M. Conway, Allen L. Ball, W. Barry Girling, Gary Childress, Wayne Moorhouse and John Theobald as directors of the Company for the ensuing year.
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3.
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To appoint BDO Canada LLP as the auditors of the Company until the next annual general meeting of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditors.
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4.
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To consider, and, if deemed advisable, approve a resolution ratifying and approving the Company’s 10% “rolling” Stock Option Plan as described in the Proxy Statement.
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7.
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To receive the audited financial statements of the Company for the fiscal year ended April 30, 2017 and the accompanying record for the audits.
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Therefore, the number of votes
cast at the Meeting in favor of each of the above proposals must be greater
than the number of votes cast against each respective proposal.
Will my
shares be voted if I do not sign and return my proxy card?
If you are a
Beneficial Shareholder, your intermediary, under certain circumstances, may
vote your shares.
If you are a
Registered Shareholder, and you do not sign and return your proxy card, your
shares will not be voted at the Meeting.
Will I be
entitled to appraisal rights under the Canada Business Corporations Act?
Under the
Canada
Business Corporations Act
, the Company’s shareholders are not entitled to
appraisal rights in connection with the proposals.
When are
the shareholder proposals due for the 2017 Annual Meeting?
The deadline for
submitting a shareholder proposal for inclusion in the Company’s proxy
statement and proxy card for its 2017 annual meeting of shareholders pursuant
to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, (the
“Exchange Act”) is August 10, 2017; provided, however, that in the event the
Company hold its 2017 annual meeting more than 30 days before or after the one
year anniversary date of the 2017 Annual Meeting, the Company will disclose the
new deadline by which proxies must be received under Item 5 of the Company’s
earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any
means reasonably calculated to inform shareholders. In addition, shareholder
proposals must otherwise comply with the requirements of Rule 14a-8 of the
Exchange Act.
Any shareholders
who wish to submit a proposal are encouraged to seek independent counsel about requirements
of the SEC and the
Canada Business Corporations Act
. The Company will
not consider any proposals that do not meet the SEC and
Canada Business Corporations
Act
requirements for submitting a proposal. Notices of intention to
present proposals for the Company’s next annual meeting should be delivered to I-Minerals
Inc., Suite 880, 580 Hornby Street, Vancouver, British Columbia, Canada V6C 3B6,
Attention: Matthew Anderson, Chief Financial Officer.
PROPOSAL NUMBER ONE – NUMBER OF DIRECTORS
The Articles of the Company provide for a board of directors of no
fewer than three directors and no greater than a number as fixed or changed
from time to time by majority approval of the shareholders.
At the Meeting, shareholders will be asked to pass an ordinary
resolution to set the number of directors of the Company for the ensuing year
at six (6). The number of directors will be approved if the affirmative vote of
the majority of common shares present or represented by proxy at the Meeting
and entitled to vote are voted in favour to set the number of directors at six
(6).
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Required Vote
The affirmative approval of the
holders of record on the Record Date of a majority of the common shares present
or represented by proxy at the Meeting and entitled to vote is required to
approve Proposal Number One.
Recommendation
of the Board of Directors
THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”
TO SET THE NUMBER OF DIRECTORS OF THE COMPANY FOR THE ENSUING YEAR
AT SIX (6).
PROPOSAL NUMBER TWO – ELECTION OF DIRECTORS
The Company’s Board of Directors currently consists of six
directors: Thomas M. Conway, Allen L. Ball, W. Barry Girling, Gary Childress,
Wayne Moorhouse and John Theobald. At the Meeting, shareholders will elect six
directors to serve until the next annual meeting of shareholders and until
their respective successors shall have been duly elected and qualified, or
until their death, resignation or removal. Unless marked otherwise, proxies
received will be voted “FOR” the election of the six nominees named below.
Directors are elected by a plurality of the votes present in person
and represented by proxy and entitled to vote at a meeting at which a quorum is
present. Shares represented by executed proxies will be voted, if authority to
do so is not withheld, for the election of the nominees for director named above.
Abstentions will be counted as present for purposes of determining the presence
of a quorum. If a quorum is present, the nominees for director receiving the
highest number of votes will be elected as directors. Abstentions will have no
effect on the vote. In the event that any nominee should be unavailable for
election as a result of an unexpected occurrence, such shares will be voted for
the election of such substitute nominee as the Board of Directors may propose.
Nominees
The Board of Directors intends to nominate the six persons
identified as its nominees in this Proxy Statement. The names of each nominee
and certain information about them are set forth below:
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Name Of Nominee
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Age
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Position
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Thomas M. Conway
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60
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Chief Executive Officer, President, and
Director
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Allen L. Ball
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72
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Chairman of the Board, Director
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W. Barry Girling
(1)
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57
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VP Corporate Development and Director
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Gary Childress
(1)
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69
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Director
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Wayne Moorhouse
(1)
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53
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Director
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John Theobald
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60
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Director
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Note
:
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(1)
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Member
of the audit committee.
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There is no family relationship between the Company’s
directors and there are no legal proceedings to which any of the directors are
a party adverse to us or in which any of the Company’s directors have a
material interest adverse to us. Set forth below is a brief description of the
background and business experience of each director for the past five years:
Thomas M.
Conway
has been our Chief Executive Officer and
President since January 2011, and a director since October 2010. Mr. Conway
holds a B.S.- Mining Engineering (University of Minnesota) and later attended
Harvard Business School's Executive MBA program. He has significant expertise
in permitting, feasibility and mining. A results-oriented executive, Mr. Conway
has 20 years of diverse experience largely with Newmont Mining Corporation
("Newmont") in operations, general management, environmental affairs
and risk management. His experience covers domestic and international assignments
in open pit and underground operations where he has a record of successfully
implementing plans to enhance operations through improved cost control and
productivity innovations. His roles at Newmont included Vice President Risk
Management, Vice President / General Manager Carlin Operations, Vice President
/ General Manager Minera Yanacocha.
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Allen L. Ball
has been a
director since March 2002. Mr. Ball is a successful Idaho business man and
over the years, has been involved in various occupations and business ventures
including mining, timber, construction, real estate development, commercial
real estate, construction materials, gravel pits, farming, farm implement
sales, motor sports sales, and lending, among other ventures; but he is
probably most known for his involvement in forming Melaleuca, Inc. which is a
manufacturer of wellness products and based in Idaho.
W. Barry
Girling
has been a director since March 2002. Mr.
Girling has been active in various aspects of mineral exploration since 1977.
He couples his geological understanding with a B.Com. (Finance) degree to
provide consulting services to a number of TSX Venture Exchange companies. He
has strong capital markets experience gained as a founder and director of
Foundation Resources Inc. and Search Minerals Inc and was a director of Roxgold
Inc. from August 2006 through September 2102 completed the re-organization of
Roxgold Inc. and the acquisition of its Burkina Faso gold properties. Aside
from I-Minerals Inc., Mr. Girling was from November 2012 President and CEO of
Birch Hill Gold Corporation until it amalgamated with Canoe Mining Ventures in June
of 2014, Kiska Metals Inc. until March 2017 and continues to serve as a
director of Zinc One Resources Inc., Silver One Resources Inc. and Broome
Capital Inc.
Gary
Childress
has been a director since November 2013.
Mr. Childress has a BS in Ceramic Engineering from Clemson University and has
spent much of the last 40 years in industrial minerals or related industries.
He has served as General Manager of Edward Orton Ceramic Foundation since
September 2001, the primary focus of which is providing products to assist and
enhance high temperature processing of ceramics and other materials. Mr.
Childress also served as Vice President of Hecla Mining Company from 1994 to
2001 where he was responsible for Heclas's industrial mineral division
including acquisitions and project development.
Wayne
Moorhouse
has been a director since January 6,
2014. Mr. Moorhouse has extensive experience with public companies and has
acted as the CFO, corporate secretary or president of a number of TSX and TSX
Venture listed resource companies and their subsidiaries. In particular, Mr.
Moorehouse served as CFO and corporate secretary of Genco Resources Ltd., a
former TSX company that had a producing silver-gold property in Mexico, from
June 2003 to October 2010, and as a special advisor to Silvermex Resources
Ltd., a company listed on the TSX that was in process of developing advanced
stage silver projects, from November 2010 to December 2011. Between January
2012 and September 2013, Mr. Moorhouse served as CFO of Roxgold Inc, a company
listed on the TSX Venture Exchange engaged in the exploration of a gold
property in Burkina Faso. Currently, Mr. Moorhouse is CFO of Midnight Sun
Mining Corp., a company listed on the TSX Venture Exchange engaged in the
exploration of properties in Africa and CFO of WPC Resources Inc., a TSX
Venture Exchange listed company focused on advancing a portfolio of Canadian
gold properties.
John Theobald
has been a director since July 21, 2016. Mr. Theobald has over
thirty-five years in the international mining industry and has been involved
with exploration, business development, operations, investments and capital
markets. Most recently he was a director of ASX listed High Peak Royalties
Ltd, director, CEO & COO of London and TSX listed royalty company Anglo
Pacific Group plc, and served as Chairman of First Coal Corporation which was
successfully sold to Xstrata plc for C$147 million. From 1999 to 2008 he held a
number of senior positions with Sibelco, a major industrial minerals group,
where he gained significant experience of kaolin, feldspar, clay and quartz
markets and operations. Mr. Theobald has a B.Sc. with Honours in Geology from
the University of Nottingham, is a Chartered Engineer with the UK Engineering
Council, Fellow of the Institute of Materials Minerals and Mining (UK) and
Member of the Institute of Directors (UK).
Required
Vote
The
affirmative approval of the holders of record on the Record Date of a majority of the common shares present or
represented by proxy at the Meeting and entitled to vote is required to
approve Proposal Number Two.
8
Recommendation
of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE
ELECTION OF ALL NOMINEES NAMED ABOVE. PROXIES RECEIVED BY THE COMPANY WILL BE
VOTED “FOR” THE ELECTION OF ALL NOMINEES NAMED ABOVE UNLESS THE SHAREHOLDER
SPECIFIES OTHERWISE IN THE PROXY.
PROPOSAL
NUMBER THREE – APPOINTMENT OF AUDITOR
Shareholders will be asked to vote for the appointment
of BDO Canada LLP, Chartered Professional Accountants, to serve as auditors of
the Company to hold office until the next annual general meeting of the
shareholders or until such firm is removed from office or resigns as provided
by law and to authorize the Board of Directors of the Company to fix the
remuneration to be paid to the auditors.
BDO audited the Company’s financial statements for the year ended April
30, 2017, and has been recommended by the Board of Directors pursuant to the
recommendation of the Audit Committee to serve as the Company’s auditors for the
fiscal year ending April 30, 2018. At the direction of the Board of Directors,
this appointment is being presented to the shareholders for ratification or
rejection at the Meeting. If the shareholders do not appoint BDO, the Audit
Committee may reconsider, but will not necessarily change, its selection of BDO
to serve as the Company’s auditors.
A representative of BDO is not expected to be present at the
Meeting.
Principal Accountant Fees
The aggregate fees billed for the two most recently completed fiscal
years ended April 30, 2017 and 2016 for professional services rendered by the
principal accountant for the audit of the Company’s annual financial statements
and review of the financial statements included its Quarterly Reports on Form
10-Q and services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for these fiscal periods
were as follows:
|
|
|
Year
Ended April 30, 2017
|
Year
Ended April 30, 2016
|
|
|
Audit Fees
|
$80,389
|
$72,994
|
|
|
Audit Related Fees
|
-
|
-
|
|
|
Tax Fees
|
6,862
|
6,486
|
|
|
All Other Fees
|
-
|
6,258
|
|
|
Total
|
$87,251
|
$85,738
|
Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors
The policy of the Company’s audit committee is to pre-approve all
audit and permissible non-audit services to be performed by the Company’s
independent auditors during the fiscal year. Before engaging an independent
registered public accountant to render audit or non-audit services, the
engagement is approved by the Company’s audit committee or the engagement to
render services is entered into pursuant to pre-approval policies and
procedures established by the audit committee.
Required Vote
The affirmative approval of the
holders of record on the Record Date of a majority of the common shares present
or represented by proxy at the Meeting and entitled to vote
is required
to approve Proposal Number Three.
Recommendation
of the Board of Directors
THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”
THE APPOINTMENT OF BDO CANADA LLP, CHARTERED PROFESSIONAL
ACCOUNTANTS, AS THE COMPANY’S AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING AT
A REMUNERATION TO BE FIXED BY THE COMPANY’S BOARD OF DIRECTORS.
9
PROPOSAL NUMBER FOUR – RATIFICATION AND APPROVAL OF STOCK
OPTION PLAN
The Company received shareholder approval on December 7, 2016 of its
“rolling” stock option plan (the “Stock Option Plan”) whereby 10% of the number
of issued and outstanding shares of the Company at any given time may be
reserved for issuance pursuant to the exercise of options. The TSX Venture
Exchange requires that the Stock Option Plan be submitted for approval by the
shareholders at the annual general meeting of the Company. Accordingly,
management is seeking ratification and approval of the Stock Option Plan by the
shareholders. The board of directors of the Company has approved the Stock
Option Plan and recommends shareholders vote in favour of approving and
ratifying the Stock Option Plan.
The Stock Option Plan was established to provide incentive to
directors, officers, employees, management company employees and consultants
who provide services to the Company. The intention of management in proposing
the Stock Option Plan is to increase the proprietary interest of such persons
in the Company and thereby aid the Company in attracting, retaining and
encouraging the continued involvement of such persons with the Company.
The Stock Option Plan provides for a floating maximum limit of 10%
of the outstanding common shares, as permitted by the policies of the Exchange.
As of the date of this Proxy Statement, the Company was eligible to grant up to
8,948,479 options under its
Stock Option Plan. There are presently 6,555,000 options outstanding and 2,393,479
remain available under the Stock Option Plan.
Terms of the Stock Option Plan
Options may be granted under the Stock Option Plan to such service
providers of the Company and its affiliates, if any, as the Board of Directors
may from time to time designate. The exercise price of option grants will be
determined by the Board of Directors, but cannot be lower than the price
permitted by the TSX Venture Exchange. The Stock Option Plan provides that the
number of common shares that may be reserved for issuance to any one individual
upon exercise of all stock options held by such individual may not exceed 5% of
the issued common shares, if the individual is a director or officer, or 2% of
the issued common shares, if the individual is a consultant or engaged in
providing investor relations services, on a yearly basis. Subject to earlier
termination, all options granted under the Stock Option Plan will expire not
later than the date that is five years from the date that such options are
granted. In the event that an optionee ceases to be a director, officer,
employee or consultant, the option will terminate within ninety days. In the
event of the death of an optionee, the options will only be exercisable within
12 months of such death. Options granted under the Stock Option Plan are not
transferable or assignable other than by will or other testamentary instrument
or pursuant to the laws of succession.
Disinterested Shareholder Approval
Under the policies of the TSX Venture Exchange, if the
grant of options under the proposed Stock Option Plan to insiders of the
Company, together with all of the Company’ outstanding stock options, could
result at any time in:
|
|
(a)
|
the number of shares reserved for issuance pursuant to stock options granted to insiders of the Company exceeding 10% of the issued common shares of the Company;
|
|
|
(b)
|
the grant to insiders of the Company, within a 12 month period, of a number of options exceeding 10% of the issued common shares of the Company; or
|
|
|
(c)
|
the issuance to any one optionee, within a 12 month period, of a number of shares exceeding 5% of the issued common shares of the Company,
|
the Company must obtain disinterested shareholder approval. The
policies of the TSX Venture Exchange and the terms of the proposed Stock Option
Plan also provide that disinterested shareholder approval will be required for
any agreement to decrease the exercise price of options previously granted to
insiders of the Company. The term disinterested shareholder approval means
approval by a majority of the votes cast at the Meeting other than votes
attaching to shares of the Company beneficially owned by insiders of the
Company to whom options may be granted under the proposed Stock Option Plan.
10
A copy of the Stock Option Plan is set forth in Appendix “A” of this
Proxy Statement.
Required Vote
The affirmative approval of the
holders of record on the Record of a majority of the common shares present or
represented by proxy at the Meeting and entitled to vote
is
required to approve Proposal Number Four.
Recommendation of the Board of Directors
THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RATIFICATION AND APPROVAL
OF THE STOCK OPTION PLAN.
AUDIT COMMITTEE AND CORPORATE GOVERNANCE
Meetings and Committees of the Board of Directors
During the fiscal
year ended April 30, 2017, the Company’s Board of Directors held one meeting and various matters were
approved by consent resolution of the entire board. The Company’s audit
committee held four meetings during the fiscal year ended April 30, 2017. Although
we do not have a formal policy regarding director attendance at annual general
meetings, directors are encouraged to attend the Meeting absent extenuating
circumstances.
Audit Committee
Audit Committee Charter
The Company’s audit committee is governed by an audit committee
charter, the text of which is attached as Appendix “B” to this Proxy Statement.
Composition
The Company’s audit committee currently consists of three directors,
W. Barry Girling, Gary Childress and Wayne Moorhouse. As defined in Canadian
National Instrument 52-110 –
Audit Committees
(“NI 52-110”), Messrs.
Childress and Moorhouse are considered “independent” and Mr. Girling is not
considered “independent”. A member of the audit committee is “independent” if
the member has no direct or indirect material relationship with the Company. A
material relationship means a relationship which could, in the view of the
Company’s board of directors, reasonably interfere with the exercise of the
member’s independent judgment.
None of the members of the audit committee are considered an “audit
committee financial expert” as defined under Item 407(d)(5) of the Exchange Act.
Relevant Education and Experience
NI 52-110 provides that a member of the audit committee is
considered to be “financially literate” if he has the ability to read and
understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth
and complexities of the issues that can reasonably be expected to be raised by
the Company. All of the members of the Company’s audit committee are considered
to be “financially literate”, as that term is defined in NI 52-110.
Barry Girling received a B. Comm. (Finance) from the University of
British Columbia in 1990 and has been active in the public markets since then,
serving as a director and/or officer of several public companies with relevant
experience in financing, accounting and other functions.
11
Gary Childress
is the General Manager and Secretary of The Edward Orton Jr. Ceramic
Foundation. Mr. Childress has more than 25 years’ experience as a senior
executive directly involved in the mining, processing and marketing of
industrial minerals.
Wayne Moorhouse
has extensive experience with public companies and has acted as the CFO,
Corporate Secretary or President of a number of TSX and TSX Venture Exchange
listed resource companies and their subsidiaries, and including Roxgold Inc.,
Silvermex Ltd., Genco Resources Ltd., Andover Ventures Inc. and Stealth Energy
Inc. His background includes public company reporting, mine development,
operations, mine finance, contract negotiations, community and government
relations, corporate governance and mergers and acquisitions. Mr. Moorhouse is
currently the CFO of Midnight Sun Mining Corp. and a director of Source
Exploration Corp.
The board of
directors believes that the audit committee members have the relevant education
and experience to comply with NI 52-110.
Audit
Committee Oversight
At no time
since the commencement of the Company’s most recent completed financial year
has a recommendation of the Audit Committee to nominate or compensate an
external auditor not been adopted by the Board of Directors.
Reliance on Certain Exemptions
At no time since the commencement of the Company’s most recently
completed financial year has the Company relied on the exemption in Sections
2.4 and 6.1.1 of NI 52-110, or an exemption from NI 52-110, in whole or in
part, granted under Part 8 of NI 52-110.
Pre-Approval Policies and Procedures
The Audit Committee has adopted specific policies and procedures for the
engagement of non-audit services as described above under the heading “
Proposal
Number Three – Ratification of Selection of Independent Registered Public
Accounting Firm – Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors
”.
Exemption
The Audit Committee has relied on an exemption under Part 6.1 of NI
52-110.
Compensation Committee
The Company does
not have a compensation committee.
Director Nomination
The
Board of Directors has not formed a nominating committee or similar committee
to assist the Board of Directors with the nomination of directors for the Company.
The Board of Directors considers itself too small to warrant creation of such a
committee; and each of the directors has contacts he can draw upon to identify
new members of the Board of Directors as needed from time to time.
The
Board of Directors will continually assess its size, structure and
composition. Nominees for director will be selected on the basis of
their integrity, experience, achievements, judgment, intelligence, personal
character, and capacity to make independent analytical inquiries, ability and
willingness to devote adequate time to Board duties, and likelihood that he or
she will be able to serve on the Board for a sustained period. Due
consideration will be given to the Board's overall balance of diversity of
perspectives, backgrounds and experiences. At a minimum, each nominee will be expected to:
|
|
(a)
|
understand the Company's business and the industry in general;
|
|
|
(b)
|
regularly attend meetings of the Board and of any committees on which the director serves;
|
12
|
|
(c)
|
review in a timely fashion and understand materials circulated to the Board regarding the Company or the industry;
|
|
|
(d)
|
participate in meeting and decision making processes in an objective and constructive manner; and
|
|
|
(e)
|
be reasonably available, upon request, to advise the Company's officers.
|
Corporate Governance Practices
Director
Independence
The Company’s common shares trade in Canada on
the TSX Venture Exchange and in the over-the-counter in the United States on
the OTCQB market place. The Company’s securities are not listed in the United
States on a national securities exchange or an interdealer quotation system.
When assessing the independence of the Company’s Board of
Directors, for corporate governance purposes, applies the rules of the TSX
Venture Exchange. Under the rules of the TSX Venture Exchange, the Company is
required to have a minimum of two independent directors. For purposes of the
TSX Venture Exchange rules, a director is considered to be “independent” if he
or she has no direct or indirect relationship that could, in the view of the
Board of Directors, reasonably interfere with the exercise of his or her
independent judgment. Under these rules, any person meeting the following
criteria would be deemed to have a “material relationship” to us, and to not be
independent:
|
(a)
|
Anyone that has been an employee or executive officer within the last 3 years;
|
|
(b)
|
Any immediate family member of a person that has been an executive officer within the last 3 years;
|
|
(c)
|
Any person that is a partner or employee of our internal or external auditors, or was a partner or employee of our internal or external auditors within the last 3 years and personally worked on our audit during that time;
|
|
(d)
|
Any person that has a spouse or a child that shares the person’s home that is a partner of our internal or external auditor;
|
|
(e)
|
Any person that is or has been, within the last 3 years, or has an immediate family member that is or has been, within the last 3 years, an executive officer of another entity, if any of our current executive officers serve or served at the same time with that person on the other entity’s compensation committee; and
|
|
(f)
|
Any person that received more than $75,000 in direct compensation from us during any 12 month period within the last three years.
|
However, when assessing the independence of the Company’s
directors for purposes of this section, the Company has applied the definition
of independence set out in NASDAQ
Rule 5605(a)(2). Generally, NASDAQ Rule 5605(a)(2) provides that a director is
independent if he or she is not an executive officer or employee, and does not
otherwise have a relationship which, in the opinion of the Company’s Board of
Directors, would interfere with the exercise of independent judgment in
carrying out his or her responsibilities as a director. The following persons
are deemed, for purposes of Rule 5605(a)(2) to not be independent:
|
|
(i)
|
Any person that was employed by us within the last 3 years;
|
|
|
(ii)
|
Any person that accepted, or has an immediate family member that accepted, compensation from us in excess of $120,000 during any 12 month period within the last 3 years;
|
|
|
(iii)
|
Any person that is an immediate family member of another person that is, or was, at any time during the last 3 years, employed as an executive officer of our Company;
|
|
|
(iv)
|
Any person that is, or has an immediate family member that is, a partner, controlling shareholder or executive officer of any organization to which we have made, or from which we have received, payments in excess of the lesser of (A) 5% of the recipients total gross revenues for that year, or (B) $200,000, within the last 3 years;
|
|
|
(v)
|
Any person that is, or has an immediate family member that is, an executive officer of another entity where, at any time during the last 3 years, one of our executive officers served on the compensation committee of that other entity; and
|
|
|
(vi)
|
Any person that is, or has an immediate family member that is, a current partner of our outside auditors or was a partner or employee of our outside auditors during the last 3 years, and personally worked on our audit during that time.
|
13
The Company has determined that Gary Childress, Wayne
Moorhouse and John Theobald are “independent” when applying both the definition
of independence required under the rules of the TSX Venture Exchange, and the
definition set out in NASDAQ Rule 5605(a)(2). Thomas Conway is not an
independent director because of his position as our Chief Executive Officer and
President, W. Barry Girling is not independent as he provides consulting
services to the Company, and Allen L. Ball is not independent due to his being
our controlling shareholder.
Directorships
Certain of the directors of the Company (or nominees for director)
are presently a director in one or more other reporting issuers, as follows:
|
Directors
|
Other Issuers
|
|
Thomas M. Conway
|
American CuMo Mining Corporation
|
|
Allen L. Ball
|
None
|
|
W. Barry Girling
|
Silver One Resources Inc., Zinc One Resources Inc., Broome Capital
Inc.
|
|
Gary Childress
|
None.
|
|
Wayne Moorhouse
|
WPC Resources Inc.
|
|
John Theobald
|
None
|
Orientation and Continuing Education
The Board of Directors provides an overview of the Company’s
business activities, systems and business plan to all new directors. New
director candidates have free access to any of the Company’s records, employees
or senior management in order to conduct their own due diligence and will be
briefed on the strategic plans, short, medium and long term corporate
objectives, business risks and mitigation strategies, corporate governance
guidelines and existing policies of the Company. The directors are encouraged
to update their skills and knowledge by taking courses and attending
professional seminars.
Ethical Business Conduct
The Board of Directors believes good corporate governance is an
integral component to the success of the Company and to meet responsibilities
to shareholders. Generally, the Board of Directors has found that the fiduciary
duties placed on individual directors by the Company’s governing corporate
legislation and the common law and the restrictions placed by applicable
corporate legislation on an individual director’s participation in decisions of
the Board of Directors in which the director has an interest have been
sufficient to ensure that the Board of Directors operates independently of
management and in the best interests of the Company.
The Board of Directors is also responsible for applying governance
principles and practices, and tracking development in corporate governance, and
adapting “best practices” to suit the needs of the Company. Certain of the
directors of the Company may also be directors and officers of other companies,
and conflicts of interest may arise between their duties. Such conflicts must
be disclosed in accordance with, and are subject to such other procedures and
remedies as applicable under Nevada law.
Assessments
The Board of Directors has not implemented a process for assessing
its effectiveness. As a result of the Company’s small size and the Company’s
stage of development, the Board of Directors considers a formal assessment
process to be inappropriate at this time. The Board of Directors plans to
continue evaluating its own effectiveness on an ad hoc basis.
The Board of Directors does not formally assess the performance or
contribution of individual Board members or committee members.
14
Shareholder
Communication with the Board of Directors
Shareholders
desiring to communicate with the Board of Directors on matters other than
director nominations should submit their communication in writing to Matthew
Anderson, Chief Financial Officer, I-Minerals Inc., Suite 880, 580 Hornby
Street, Vancouver BC V6C 3B6 and identify themselves as a shareholder. The Chief
Financial Officer will forward all such communication to the Chairperson of the
Board for a determination as to how to proceed.
OTHER EXECUTIVE OFFICERS
In addition to Thomas
M. Conway, the following persons are executive officers of the Company:
Matthew
Anderson
has been our Chief Financial Officer since
July 2011.
Mr. Anderson holds a Bachelor of Commerce degree from McGill University
and obtained his Chartered Accountant designation in 2008 while articling at a
large accounting firm. Matt is a Senior Consultant with Malaspina Consultants
Inc., a private company that provides accounting and administrative
infrastructure to junior public companies. He has worked with Malaspina
Consultants Inc. since July 2009. He serves or has served as CFO of several
junior public companies including VirtualArmour International Inc., Claren
Energy Ltd., EFLO Energy, Inc., Wolfpack Gold Corp., Search Minerals Inc.,
Tigris Uranium Corp. and Explorator Resources Inc.
There are no family relationships between Mr.
Anderson and any other director or executive officer. Mr. Anderson is
currently not engaged in legal proceedings to which he is a party adverse to us
or in which he has a material interest adverse to us.
COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS
Summary Compensation Table
The following
table sets forth the total compensation paid to or earned by the Company’s name
executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K
of the Exchange Act, (“Named Executive Officers”) as of its fiscal years ended
April 30, 2017 and 2016.
|
SUMMARY COMPENSATION
TABLE
|
|
Name & Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option Awards
($)
(3)
|
Non-Equity Incentive Plan
Compen-sation ($)
|
Nonqualified Deferred Compen-sation
Earnings
($)
|
All Other Compen-sation
($)
|
Total
($)
|
Thomas
M. Conway
(1)
President,
CEO & Director
|
2017
|
150,000
|
0
|
0
|
11,047
|
0
|
0
|
9,255
|
170,302
|
|
2016
|
150,000
|
0
|
0
|
0
|
0
|
0
|
8,963
|
158,963
|
Matthew Anderson
(2)
CFO
|
2017
|
23,759
|
0
|
0
|
0
|
0
|
0
|
0
|
23,759
|
|
2016
|
23,557
|
0
|
0
|
0
|
0
|
0
|
0
|
23,557
|
|
|
(1)
|
Mr. Conway is compensated pursuant to the terms of his amended employment agreement dated April 1, 2013, pursuant to which he is paid a salary of $12,500 per month.
|
|
|
(2)
|
Mr. Anderson is compensated pursuant to the terms of his consulting agreement dated October 1, 2011, pursuant to which he is paid an hourly rate. Mr. Anderson’s consulting agreement may be terminated on sixty days’ written notice.
|
|
|
(3)
|
The determination of non-cash value of option awards is based upon the grant date fair value determined using the Black-Scholes Option pricing model.
|
15
Outstanding Equity Awards at Fiscal Year End Table
The following table provides
information concerning unexercised options for each of our named executive
officers, as that term is defined in Item 402(m)(2) of Regulation S-K as of our
fiscal year end of April 30, 2017.
|
Name and Principal
Position
|
Number of
Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised
Options (#) Unexercisable
|
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options
|
Option Exercise
Price (CAD$)
|
Option Expiration
Date
|
THOMAS M. CONWAY
(1)
Chief Executive Officer, President and Director
|
400,000
|
-
|
-
|
0.10
|
07/30/2018
|
|
130,000
|
130,000
|
-
|
0.15
|
07/30/2018
|
|
-
|
300,000
|
-
|
0.25
|
07/30/2018
|
|
300,000
|
-
|
-
|
0.25
|
01/29/2020
|
MATTHEW ANDERSON
Chief Financial Officer
|
150,000
|
-
|
-
|
0.10
|
07/30/2018
|
|
100,000
|
-
|
-
|
0.25
|
01/29/2020
|
|
(1)
|
During the year ended April 30, 2014, pursuant to an employment agreement, Mr. Conway was granted 810,000 options as follows: 250,000 exercisable at CAD$0.10 upon the completion of certain events in connection with the Helmer-Bovill property including a pre-feasibility study and permitting, 260,000 exercisable at CAD$0.15 upon the completion of events including the completion of a feasibility study, obtaining additional financing or arranging a joint venture partner, 300,000 options exercisable at CAD$0.25 upon the completion of events including completion of a plant and commercial viability. All of the options awarded in connection with this employment agreement expire on July 30, 2018.
|
Exercise prices
are determined based on the trading price on the TSX Venture Exchange at the
date of grant and based on the judgment of the Board of Directors. No options
are granted at a discount to the trading price.
Director
Compensation
The following table sets forth the compensation
paid to our directors during our April 30, 2017 fiscal year, other than
directors who were also named executive officers as that term is defined in
Item 402(m)(2). Compensation paid to directors who were also named executive
officers during our April 30, 2017 fiscal year is set out in the tables above.
|
Name
|
Fees Earned or Paid in Cash
($)
|
Stock Awards
($)
|
Option Awards
($)
(3)
|
Non-Equity
Incentive Plan Compensation ($)
|
Nonqualified Deferred
Compensation Earnings
($)
|
All Other Compensation
($)
|
Total
($)
|
|
Allen L. Ball
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
W. Barry Girling
(1)
|
-
|
-
|
-
|
-
|
-
|
96,000
|
96,000
|
|
Gary Childress
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Wayne Moorhouse
(2)
|
2,911
|
-
|
-
|
-
|
-
|
-
|
2,911
|
|
John Theobald
|
54,124
|
-
|
49,601
|
-
|
-
|
-
|
103,725
|
|
|
(1)
|
Management and consulting fees of $96,000 were charged by RJG Capital Corporation, a wholly-owned company of Mr. Girling.
|
|
|
(2)
|
Mr. Moorhouse is compensated at a rate of CAD$1,000 per quarter for acting as Chair of the Audit Committee.
|
|
|
(3)
|
The determination of non-cash value of option awards is based upon the grant date fair value determined using the Black-Scholes Option pricing model.
|
16
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT
Section 16(a) of the Exchange Act
requires the Company’s executive officers and directors, and persons who
beneficially own more than ten percent of the Company’s equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Based on the Company’s review of the copies of such forms
received by it, the Company believes that during the fiscal year ended April 30,
2017 all such filing requirements were complied with other than the following.
|
Name and
Principal Position
|
Number of Late
Insider
Reports
|
Transactions
Not Timely Reported
|
Known Failures
to File a Required Form
|
Alan L. Ball
Director and 10% Holder
|
One
|
None
|
None
|
BV Natural Resources
LLC
10% Holder
|
One
|
None
|
None
|
Cortney Liddard
Officer of 10% Holder
|
One
|
None
|
None
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Except as disclosed below, none of the following parties has, during
our last two fiscal years, had any material interest, direct or indirect, in
any transaction with us or in any presently proposed transaction that has or
will materially affect us, in which the Company is a participant and the amount
involved exceeds the lesser of $120,000 or 1% of the average of the Company’s
total assets for the last two completed fiscal years:
|
|
(i)
|
Any of our directors or officers;
|
|
|
(ii)
|
Any person proposed as a nominee for election as a director;
|
|
|
(iii)
|
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding common shares;
|
|
|
(iv)
|
Any of our promoters; and
|
|
|
(v)
|
Any relative or spouse of any of the foregoing persons who has the same house as such person.
|
Compensation
Arrangements
During the year
ended April 30, 2017, management and consulting fees of $96,000 (2016 - $96,002)
were charged by RJG Capital Corporation, a wholly-owned company of W. Barry
Girling, Director. Wayne Moorhouse, Director, charged $2,911 (2016 - $3,093) in
management and consulting fees. A further $150,000 (2016 - $150,000) in salary
was earned by Thomas M. Conway, CEO, and is included with mineral property
exploration costs. $23,759 (2016 - $23,557) was charged by Malaspina
Consultants Inc. for the services of Matt Anderson, CFO, and are included in
professional fees. John Theobald, Director, charged $54,124 (2016 - $nil) in
mineral property expenditures. See “Executive Compensation – Summary
Compensation Table” and “Executive Compensation – Director Compensation”.
Indebtedness
As at April 30,
2017, we recorded accounts payable and accrued liabilities of $197,954 (2016 -
$189,501) in connection with amounts owed to our directors, an officer and a
former director. At April 30, 2017, we owed Wayne Moorhouse, Director, $1,465,
Tom Conway, CEO and Director, $1,668, Erimus Management Ltd, a company
controlled by John Theobald, Director, $19,821 and Ball Ventures, LLC, a company
controlled by Allen L. Ball, $175,000. At April 30, 2016, we owed Wayne
Moorhouse, Director, $3,923, Tom Conway, CEO and Director, $2,178, RJG Capital
Corporation, a company controlled by Barry Girling, $8,400 and Ball Ventures,
LLC, a company controlled by Allen L. Ball, $175,000. All amounts are non-
interest bearing, unsecured, and due on demand.
17
Loan
Agreements with Directors
On September 13,
2013, January 27, 2014 and December 4, 2014, the Company entered into
agreements with BV Lending LLC, a company controlled by Allen L. Ball, a director of
our Company (the “Lender”) pursuant to which $5,787,280 was advanced to the
Company in tranches (the “First Promissory Notes”). The First Promissory Notes
were to mature as to $3,000,000 on December 2, 2016 and the balance due on
December 31, 2016.
On February 18,
2015 and December 1, 2015, the Company entered into agreements with the Lender
pursuant to which $5,457,000 was advanced to the Company in tranches (the
“Second Promissory Notes”). The Second Promissory Notes mature were to mature
as to $1,000,000 on December 2, 2016, $2,000,000 on June 2, 2017 and the
balance due on December 2, 2017.
Effective August
31, 2016, the Company entered into an agreement (dated June 1, 2016) with the
Lender pursuant to which up to an additional $2,965,000 will be advanced to the
Company in tranches (the “Third Promissory Notes”). In addition, the First
Promissory Notes and the Second Promissory Notes were amended and combined with
the Third Promissory Notes with a modified maturity date of December 2, 2017.
All other terms of the First Promissory Notes and the Second Promissory Notes
remained unchanged.
In accordance
with the guidance of ASC 470-50 and ASC 470-60, the Company determined that the
June 1, 2016 agreement resulted in a debt modification, not a debt
extinguishment or a troubled debt restructuring. The aggregate finance fees
relating to the promissory notes are now being amortized to the Statement of
Loss over the revised life of the promissory notes using the effective interest
method.
During the year
ended April 30, 2017, the Company received $1,815,000 in advances pursuant to
the Third Promissory Notes and the final $200,000 in advances pursuant to the
Second Promissory Notes.
Certain
conditions may result in early repayment including immediate repayment in the
event a person currently not related to the Company acquires more than 40% of
the outstanding common shares of the Company. Debt issuance costs will be
amortized over the estimated maturity life of the promissory notes.
The promissory
notes bear interest at the rate of 12% per annum and during the year ended
April 30, 2017, the Company recorded interest of $1,576,365 (2016 -
$1,161,339). Interest is payable semi-annually as calculated on May 31st and
November 30th of each year. Interest is to be paid either in cash, in common
shares or deemed an advance of principal at the option of the Lender. As part
of the Third Promissory Notes agreement dated June 1, 2016, interest payable of
$640,130 was transferred to the promissory notes balance as a deemed advance.
This balance transferred was not subject to bonus shares or bonus warrants.
The $640,130 of interest was for the period from December 1, 2015 to May 31,
2016. The lender elected to have interest payable from June 1, 2016 to
November 30, 2016 of $759,247 deemed an advance (not subject to bonus shares or
bonus warrants).
In July 2015,
the Company settled $395,665 of interest payable on the promissory notes by the
issuance of 2,267,685 common shares at the fair value of $427,177 based on
their quoted market price at the date of issuance. Accordingly, the Company
recorded a loss on settlement of liabilities of $31,512. The interest settled
was for the period from December 1, 2014 to May 31, 2015. In December 2015, the
Company settled $556,433 of interest payable by the issuance of 2,948,431
common shares at the fair value of $536,541. The Company recorded an increase
in additional paid-in capital on extinguishment of debt of $19,892. The
interest settled was for the period from June 1, 2015 to November 30, 2015.
The Company and
the Lender agreed that the Lender is to receive bonus shares equal to 7.5% of
each loan tranche advanced under the Second Promissory Notes and Third
Promissory Notes divided by the Company’s common share market price. In
addition, the Company will issue the Lender an equal number of share purchase
warrants for each loan tranche advanced. Each bonus share purchase warrant
will entitle the Lender to purchase one common share of the Company at a price
equal to the greater of (a) the market price of the Company’s common shares on
the date of the advance and (b) the volume weighted average price of the
Company’s common shares over the twenty trading days immediately prior to the
date of the advance. The bonus share purchase warrants expire on the earlier
of (a) December 31, 2018 and (b) the date the advance has been repaid in full,
including interest. Advances received under the First Promissory Notes had the
same terms other than the number of bonus shares and bonus share purchase
warrants being based on 6% of each loan tranche advanced and the bonus share
purchase warrants were to expire on December 1, 2016.
18
During the year
ended April 30, 2017, the Company issued 852,562 bonus shares to the Lender at
the fair value of $200,756, based on their quoted market price at the date the
advances were received, including 349,325 shares having a fair value of $81,112
that the Company had committed to issue as at April 30, 2016. At April 30,
2017, the Company was committed to issuing an additional 88,089 bonus shares to
the Lender at the fair value of $29,625. The fair value of the bonus shares
was determined by reference to the trading price of the Company’s common shares
on the date the advances were received.
During the year
ended April 30, 2016, the Company issued 1,832,108 bonus shares to the Lender
at the fair value of $409,031, based on their quoted market price at the date
the advances were received, including 693,573 shares having a fair value of $136,735
that the Company had committed to issue as at April 30, 2015.
The fair value
of 622,569 bonus share purchase warrants committed to be issued (based on
advances received during the period) during the year ended April 30, 2017 of
$65,711 was estimated using the Black-Scholes option pricing model with the
following weighted average assumptions: stock price – CAD$0.315; exercise price
– CAD$0.320; expected risk-free interest rate – 1.15%; expected life – 2.32
years; expected volatility – 78% and expected dividend rate – 0%.
The aggregate
finance fees (bonus shares and bonus warrants) are recorded against the
promissory notes balance and are being amortized to the Statement of Loss over
the life of the promissory notes using the effective interest method. The
accretion expense in respect of the debt discount recorded on the issuance of
bonus shares and warrants totalled $489,646 for the year ended April 30, 2017
(2016 - $372,266). The unamortized debt discount as at April 30, 2017 is
$310,693 (2016 – $585,359).
The promissory
notes are collateralized by the Company’s Helmer-Bovill Property.
Subsequent to April 30, 2017, the Company received
$550,000 in advances pursuant to the Third Promissory Notes.
IIM Agreement
Allen L. Ball, a
member of our board of director, owns a 25% interest in Idaho Industrial
Minerals LLC, which is the property vendor in respect of IIM Agreement whereby
we acquired a 100% interest in the Helmer-Bovill property.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain
information concerning the number of shares of the Company’s common shares
owned beneficially as of October 30, 2017 by: (i) each person (including any
group) known to the Company to own more than five percent (5%) of any class of the
voting securities, (ii) each of the Company’s directors and each of the named
executive officers, and (iii) officers and directors as a group. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares shown.
19
|
Title
Of Class
|
Name
And Address
Of
Beneficial Owner
|
Amount
And Nature Of Beneficial Ownership
|
Percentage Of Common Shares
(1)
|
DIRECTORS AND OFFICERS
|
|
Common Shares
|
THOMAS M. CONWAY
Chief Executive Officer, President and Director
|
1,000,000
Common Shares
(2)
Direct
|
1.1%
|
|
Common Shares
|
MATTHEW ANDERSON
Chief Financial Officer
|
250,000
Common Shares
(3)
Direct
|
0.3%
|
|
Common Shares
|
ALLEN L. BALL
Director
|
37,186,007
Common Shares
(4)
Direct
and Indirect
|
40.3%
|
|
Common Shares
|
W. BARRY GIRLING
Director
|
1,748,507
Common Shares
(5)
Direct
and Indirect
|
1.9%
|
|
Common Shares
|
GARY CHILDRESS
Director
|
300,000
Common Shares
(6)
Direct
|
0.3%
|
|
Common Shares
|
WAYNE MOORHOUSE
Director
|
300,000
Common Shares
(7)
Direct
|
0.3%
|
|
Common Shares
|
JOHN THEOBALD
Director
|
300,000
Common Shares
(8)
Direct
|
0.3%
|
|
|
All Officers and Directors as a Group
(7
persons)
|
41,084,514
Common Shares
|
44.5%
|
HOLDERS OF MORE
THAN 5% OF THE COMPANY’S COMMON SHARES
|
|
Common Shares
|
ALLEN L. BALL
6465 South 5
th
West,
Idaho Falls, Idaho
83404
|
37,186,007
Common Shares
(4)
Direct
and Indirect
|
40.5%
|
|
|
(1)
|
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of our shares actually outstanding on October 4, 2017. As of October 30, 2017, there were 89,484,792 common shares issued and outstanding.
|
|
|
(2)
|
The number of shares listed as beneficially owned by Mr. Conway consists of: (i) 170,000 common shares; (ii) an option to purchase 350,000 common shares at a price of CAD$0.10 per share until July 30, 2018; (iii) an option to purchase 300,000 common shares at a price of CAD$0.25 per share until January 29, 2020, (iv) an option to purchase 50,000 common shares at a price of CAD$0.10 per share until July 30, 2018; and (v) an option to purchase 130,000 common shares at a price of CAD$0.15 per share until July 30, 2018. We have not included Mr. Conway’s following options that are not expected to vest in the next 60 days including: (i) an option to purchase 130,000 common shares at a price of CAD$0.15 per share until July 30, 2018; and (ii) an option to purchase 300,000 common shares at a price of CAD$0.25 per share until July 30, 2018.
|
20
|
|
(3)
|
The number of shares listed as beneficially owned by Mr. Anderson consists of (i) an option to purchase 150,000 common shares at a price of CAD$0.10 per share until July 30, 2018 and (ii) an option to purchase 100,000 common shares at a price of CAD$0.25 per share until January 29, 2020.
|
|
|
(4)
|
The number of shares listed as beneficially owned by Mr. Ball consists of: (i) 125,500 common shares held directly by Mr. Ball, (ii) 33,886,231 common shares held by BV Natural Resources LLC; (iii) an option to purchase 150,000 common shares at a price of CAD$0.10 per share until July 30, 2018 held directly by Mr. Ball; (iv) an option to purchase 200,000 common shares at a price of CAD$0.25 per share until January 29, 2020 held directly by Mr. Ball; and (v) 2,824,276 share purchase warrants exercisable at prices from CAD$0.22 to CAD$0.335 per share until December 31, 2018 held by BV Lending, LLC.
|
|
|
(5)
|
The number of shares listed as beneficially owned by Mr. Girling consists of: (i) 1,298,507 common shares; (ii) an option to purchase 150,000 common shares at a price of CAD$0.10 per share until July 30, 2018; and (iii) an option to purchase 300,000 common shares at a price of CAD$0.25 per share until January 29, 2020.
|
|
|
(6)
|
The number of shares listed as beneficially owned by Mr. Childress consists of (i) an option to purchase 150,000 common shares at a price of CAD$0.25 per share until November 19, 2018; and (ii) an option to purchase 150,000 common shares at a price of CAD$0.25 per share until January 29, 2020.
|
|
|
(7)
|
The number of shares listed as beneficially owned by Mr. Moorhouse consists of (i) an option to purchase 150,000 common shares at a price of CAD$0.25 per share until January 8, 2019 and (ii) an option to purchase 150,000 common shares at a price of CAD$0.25 per share until January 29, 2020.
|
|
|
(8)
|
The number of shares listed as beneficially owned by Mr. Theobald consists of an option to purchase 300,000 common shares at a price of CAD$0.30 per share until July 21, 2021.
|
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended.
The Company files reports, proxy statements and other information with the
SEC. You may read and copy these reports, proxy statements and other
information at the SEC’s Public Reference Section of the SEC, Room 1580, 100 F
Street NE, Washington D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
also maintains an Internet website, located at www.sec.gov
that contains reports, proxy statements and other information regarding
companies and individuals that file electronically with the SEC.
Our Annual Report on Form 10-K for the fiscal
year ended April 30, 2017 accompanies this Proxy Statement but does not
constitute a part of the proxy soliciting material. A copy of the Company’s Annual
Report on Form 10-K for the fiscal year ended April 30, 2017, including
financial statements but without exhibits, is available without charge to any
person whose vote is solicited by this proxy upon written request to I-Minerals
Inc., Suite 880, 580 Hornby Street, Vancouver, British Columbia, Canada V6C 3B6,
Attention: Matthew Anderson, Chief Financial Officer. Copies also may also be
obtained through the SEC’s web site at www.sec.gov. Our website is located at http://www.imineralsinc.com.
|
|
BY ORDER OF THE BOARD OF DIRECTORS OF I-MINERALS
INC.
|
|
|
|
|
Date: November 17, 2017
|
|
|
|
/s/ Thomas M. Conway
|
|
|
|
|
|
THOMAS M. CONWAY
Chief Executive Officer, President and Director
|
21
APPENDIX
“A”
I-MINERALS
INC.
(the
“Company”)
INCENTIVE STOCK OPTION PLAN
(the "Plan")
The purpose of
the Plan is to assist the Corporation in attracting, retaining and motivating
"Directors", "Employees" and "Consultants" of the
Corporation (as those terms are defined in TSX Venture Exchange Policy 4.4, and
which terms are hereinafter collectively referred to as "Directors,
Employees and Consultants") and any of its subsidiaries and to closely
align the personal interests of such Directors, Employees and Consultants with
those of the shareholders by providing them with the opportunity, through
options, to acquire common shares in the capital of the Corporation.
The Plan and the
grant and exercise of any options under the Plan are subject to compliance with
the applicable requirements of each stock exchange ("exchanges") on
which the shares of the Corporation are listed at the time of the grant of any
options under the Plan and of any governmental authority or regulatory body to
which the Corporation is subject.
The Plan shall
be administered by the Board of Directors of the Corporation which shall,
without limitation, subject to the approval of the exchanges, have full and
final authority in its discretion, but subject to the express provisions of the
Plan, to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it and to make all other determinations deemed
necessary or advisable for the administration of the Plan. The Board of
Directors may delegate any or all of its authority with respect to the
administration of the Plan and any or all of the rights, powers and discretions
with respect to the Plan granted to it hereunder to such committee of directors
of the Corporation as the Board of Directors may designate and upon such delegation
such committee of directors, as well as the Board of Directors, shall be
entitled to exercise any or all of such authority, rights, powers and
discretions with respect to the Plan. When used hereafter in the Plan,
"Board of Directors" shall be deemed to include a committee of
directors acting on behalf of the Board of Directors.
|
4.
|
Shares Issuable Under the Plan
|
Subject to the
requirements of the TSX Venture Exchange:
|
(a)
|
the aggregate number of shares (“Optioned Shares”) that may be issuable pursuant to options granted under the Plan will not exceed 10% of the number of issued shares of the Corporation at the time of the granting of options under the Plan;
|
|
(b)
|
no more than 5% of the issued shares of the Corporation, calculated at the date the option is granted, may be granted to any one Optionee (as hereinafter defined) in any 12 month period;
|
|
(c)
|
no more than 2% of the issued shares of the Corporation, calculated at the date the option is granted, may be granted to any one Consultant in any 12 month period;
|
|
(d)
|
no more than an aggregate of 2% of the issued shares of the Corporation, calculated at the date the option is granted, may be granted to Persons (as that term is defined in TSX Venture Exchange Policy 1.1) employed to provide "Investor Relations Activities" (as that term is defined in TSX Venture Exchange Policy 1.1) in any 12 month period.
|
22
|
|
Options may be granted under the Plan to Directors, Employees and Consultants of the Corporation and any of its subsidiaries (collectively the "Optionees" and individually an "Optionee"). Subject to the provisions of the Plan, the total number of Optioned Shares to be made available under the Plan and to each Optionee, the time or times and price or prices at which options shall be granted, the time or times at which such options are exercisable, and any conditions or restrictions on the exercise of options, shall be in the full and final discretion of the Board of Directors.
|
|
5.02
|
Options Granted to Employees, Consultants or Management Company Employees
|
|
|
The Corporation represents that, in the event it wishes to grant options under the Plan to Employees, Consultants or "Management Company Employees" (as that term is defined in TSX Venture Exchange Policy 4.4), it will only grant such options to Optionees who are bona fide Employees, Consultants or Management Company Employees, as the case may be.
|
All options
under the Plan shall be granted upon and subject to the terms and conditions
hereinafter set forth.
|
|
The exercise price to each Optionee for each Optioned Share shall be determined by the Board of Directors but shall not, in any event, be less than the "Discounted Market Price" of the Corporation's common shares as traded on the TSX Venture Exchange (as that term is defined in TSX Venture Exchange Policy 1.1), or such other price as may be agreed to by the Corporation and accepted by the TSX Venture Exchange;
provided that
the exercise price for each Optioned Share in respect of options granted within 90 days of a "Distribution" by a "Prospectus" (as those terms are defined in TSX Venture Exchange Policy 1.1) shall not be less than the greater of the Discounted Market Price and the price per share paid by public investors for listed shares of the Corporation under the Distribution.
|
|
6.02
|
Reduction in the Exercise Price of Options Granted to Insiders
|
|
|
In the event the Corporation wishes to reduce the exercise price of any options held by "Insiders" (as that term is defined in TSX Venture Exchange Policy 1.1) of the Corporation at the time of the proposed reduction, the approval of the disinterested Shareholders of the Corporation will be required prior to the exercise of any such options at the reduced exercise price.
|
|
|
All options shall be granted under the Plan by means of an agreement (the "Option Agreement") between the Corporation and each Optionee in the form attached hereto as Schedule "A" or such other form as may be approved by the Board of Directors, such approval to be conclusively evidenced by the execution of the Option Agreement by any one director or officer of the Corporation, or otherwise as determined by the Board of Directors.
|
|
|
Subject to sections 6.10, 6.11, 6.12, 6.13 and 6.14 all options granted under the Plan shall expire not later than that date which is 5 years from the date such options were granted.
|
|
6.05
|
Non-Assignability of Options
|
|
|
An option granted under the Plan shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by an Optionee other than by will or other testamentary instrument or the laws of succession and may be exercisable during the lifetime of the Optionee only by such Optionee.
|
23
|
6.06
|
Vesting Schedule for Options Granted to Consultants performing Investor Relations Activities
|
|
|
An Optionee who is a Consultant performing Investor Relations Activities who is granted an option under the Plan will become vested with the right to exercise one-quarter (1/4) of the option upon the conclusion of every 3 months subsequent to the date of the grant of the option, such that that Optionee will be vested with the right to exercise one hundred percent (100%) of his option upon the conclusion of 12 months from the date of the grant of the option. (By way of example, in the event that Optionee did not exercise one-quarter (1/4) of his option at the conclusion of 3 months from the date of the grant of the option, he would be entitled to exercise one-half (1/2) of his option upon the conclusion of 6 months from the date of the grant of the option.)
|
|
6.07
|
Right to Postpone Exercise
|
|
|
Each Optionee, upon becoming entitled to exercise the option in respect of any Optioned Shares in accordance with the Option Agreement, shall thereafter be entitled to exercise the option to purchase such Optioned Shares at any time prior to the expiration or other termination of the Option Agreement or the option rights granted thereunder in accordance with such agreement.
|
|
6.08
|
Exercise and Payment
|
|
|
Any option granted under the Plan may be exercised by an Optionee or, if applicable, the legal representatives of an Optionee, giving notice to the Corporation specifying the number of shares in respect of which such option is being exercised, accompanied by payment (by cash or certified cheque payable to the Corporation) of the entire exercise price (determined in accordance with the Option Agreement) for the number of shares specified in the notice. Upon any such exercise of an option by an Optionee the Corporation shall cause the transfer agent and registrar of shares of the Corporation to promptly deliver to such Optionee or the legal representatives of such Optionee, as the case may be, a share certificate in the name of such Optionee or the legal representatives of such Optionee, as the case may be, representing the number of shares specified in the notice.
|
|
|
The Optionees shall have no rights whatsoever as shareholders in respect of any of the Optioned Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering) other than Optioned Shares in respect of which Optionees have exercised their option to purchase and which have been issued by the Corporation.
|
|
|
If at any time when an option granted under the Plan remains unexercised with respect to any common shares, an offer to purchase all of the common shares of the Corporation is made by a third party, the Corporation may upon giving each Optionee written notice to that effect, require the acceleration of the time for the exercise of the option rights granted under the Plan and of the time for the fulfilment of any conditions or restrictions on such exercise.
|
|
6.11
|
Alterations in Shares
|
|
|
In the event of a stock dividend, subdivision, redivision, consolidation, share reclassification (other than pursuant to the Plan), amalgamation, merger, corporate arrangement, reorganization, liquidation or the like of or by the Corporation, the Board of Directors may make such adjustment, if any, of the number of Optioned Shares, or of the exercise price, or both, as it shall deem appropriate to give proper effect to such event. If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Corporation for those in another corporation is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which all unexercised option rights granted under the Plan shall be treated including, for example, requiring the acceleration of the time for the exercise of such rights by the Optionees and of the time for the fulfilment of any conditions or restrictions on such exercise. All determinations of the Board of Directors under this section 6.11 shall be full and final.
|
24
|
6.12
|
Termination for Cause
|
|
|
Subject to section 6.13, if an Optionee ceases to be either a Director, Employee, Consultant or Management Company Employee of the Corporation or of any of its subsidiaries as a result of having been dismissed from any such position for cause, all unexercised option rights of that Optionee under the Plan shall immediately become terminated and shall lapse, notwithstanding the original term of the option granted to such Optionee under the Plan.
|
|
6.13
|
Termination Other Than For Cause
|
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If an Optionee ceases to be either a Director, Employee, Consultant or Management Company Employee of the Corporation or any of its subsidiaries for any reason other than as a result of having been dismissed for cause as provided in section 6.12 or as a result of the Optionee's death, such Optionee shall have the right for a period of 90 days (or until the normal expiry date of the option rights of such Optionee if earlier) from the date of ceasing to be either a Director, Employee, Consultant or Management Company Employee to exercise the option under the Plan with respect to all Optioned Shares of such Optionee to the extent they were exercisable on the date of ceasing to be either a Director, Employee, Consultant or Management Company Employee. Upon the expiration of such 90 day period all unexercised option rights of that Optionee shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to such Optionee under the Plan.
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If an Optionee engaged in performing Investor Relations Activities to the Corporation ceases to be employed in performing such Investor Relations Activities, such Optionee shall have the right for a period of 30 days (or until the normal expiry date of the option rights of such Optionee if earlier) from the date of ceasing to perform such Investor Relations Activities to exercise the option under the Plan with respect to all Optioned Shares of such Optionee to the extent there were exercisable on the date of ceasing to perform such Investor Relations Activities. Upon the expiration of such 30-day period all unexercised option rights of that Optionee shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to such Optionee under the Plan.
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In the event of the death of any Optionee, the legal representatives of the deceased Optionee shall have the right for a period of one year (or until the normal expiry date of the option rights of such Optionee if earlier) from the date of death of the deceased Optionee to exercise the deceased Optionee's option with respect to all of the Optioned Shares of the deceased Optionee to the extent they were exercisable on the date of death. Upon the expiration of such period all unexercised option rights of the deceased Optionee shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to the deceased Optionee under the Plan.
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7.
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Amendment and Discontinuance of Plan
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Subject to the acceptance of the exchanges, the Board of Directors may from time to time amend or revise the terms of the Plan or may discontinue the Plan at any time, provided that no such action may in any manner adversely affect the rights under any options earlier granted to an Optionee under the Plan without the consent of that Optionee.
Nothing contained in the Plan nor in any option granted hereunder shall give any Optionee or any other person any interest or title in or to any shares of the Corporation or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation whatsoever other than as set forth in the Plan and pursuant to the exercise of any option, nor shall it confer upon the Optionees any right to continue as a Director, Employee or Consultant of the Corporation or of any of its subsidiaries.
25
The obligations of the Corporation to sell shares and deliver share certificates under the Plan are subject to such compliance by the Corporation and the Optionees as the Corporation deems necessary or advisable with all applicable corporate and securities laws, rules and regulations.
26
SCHEDULE
“A”
I-Minerals
Inc
INCENTIVE
STOCK OPTION PLAN
OPTION AGREEMENT
This Option
Agreement is entered into between
I-Minerals Inc
(the
"Company") and the Optionee named below pursuant to the Incentive
Stock Option Plan (the "Plan"), and confirms that:
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3.
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was granted the option to purchase
common shares (the "Optioned Shares") of the Company;
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4.
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for the price of $
per Optioned Share;
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5.
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exercisable from time to time and shall vest with the Optionee immediately and up to but not after;
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all on the terms
and subject to the conditions set out in the Plan.
By signing this
Option Agreement, the Optionee acknowledges that the Optionee has read and
understands the Plan and agrees to the terms and conditions of the Plan and
this Option Agreement.
IN WITNESS
WHEREOF
the parties hereto have executed this
Option Agreement as of the _____ day of _____________, ______.
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I-Minerals Inc
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By:
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(the
Optionee)
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Authorized
Signatory
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27
APPENDIX
“B”
I-MINERALS
INC.
(the
“Company”)
AUDIT
COMMITTEE CHARTER
PURPOSE OF THE
COMMITTEE
The purpose of
the Audit Committee (the “Committee”) of the Board of Directors (the “Board”)
of the Company is to provide an open avenue of communication between
management, the Company’s independent auditor and the Board and to assist the
Board in its oversight of:
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• the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;
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• the Company’s compliance with legal and regulatory requirements related to financial reporting; and
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• the independence and performance of the Company’s independent auditor.
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The Committee
shall also perform any other activities consistent with this Charter, the
Company’s articles and governing laws as the Committee or Board deems necessary
or appropriate.
The Committee
shall consist of at least three directors. Members of the Committee shall be
appointed by the Board and may be removed by the Board in its discretion. The
members of the Committee shall elect a Chairman from among their number. A
majority of the members of the Committee must not be officers or employees of
the Company or of an affiliate of the Company. The quorum for a meeting of the
Committee is a majority of the members who are not officers or employees of the
Company or of an affiliate of the Company. With the exception of the foregoing
quorum requirement, the Committee may determine its own procedures.
The Committee’s
role is one of oversight. Management is responsible for preparing the Company’s
financial statements and other financial information and for the fair
presentation of the information set forth in the financial statements in
accordance with generally accepted accounting principles (“GAAP”). Management
is also responsible for establishing internal controls and procedures and for
maintaining the appropriate accounting and financial reporting principles and
policies designed to assure compliance with accounting standards and all
applicable laws and regulations.
The independent
auditor’s responsibility is to audit the Company’s financial statements and
provide its opinion, based on its audit conducted in accordance with generally
accepted auditing standards, that the financial statements present fairly, in
all material respects, the financial position, results of operations and cash
flows of the Company in accordance with GAAP.
The Committee is
responsible for recommending to the Board the independent auditor to be
nominated for the purpose of auditing the Company’s financial statements,
preparing or issuing an auditor’s report or performing other audit, review or
attest services for the Company, and for reviewing and recommending the
compensation of the independent auditor. The Committee is also directly
responsible for the evaluation of and oversight of the work of the independent
auditor. The independent auditor shall report directly to the Committee.
AUTHORITY AND
RESPONSIBILITIES
In addition to
the foregoing, in performing its oversight responsibilities the Committee
shall:
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1.
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Monitor the adequacy of this Charter and recommend any proposed changes to the Board.
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2.
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Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.
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3.
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Review with management and the independent auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.
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4.
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Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.
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5.
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Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.
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6.
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Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
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7.
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Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.
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8.
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Review with management and the independent auditor significant related party transactions and potential conflicts of interest.
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9.
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Pre-approve all non-audit services to be provided to the Company by the independent auditor.
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10.
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Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.
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11.
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Establish and review the Company’s procedures for the:
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•
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receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and
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•
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confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.
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12.
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Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.
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13.
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Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (Canada) and the by-laws of the Company.
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29
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