TABLE OF CONTENTS
i
I-MINERALS INC.
NOTICE OF 2018 ANNUAL
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 27, 2018
To the Company’s Shareholders:
Notice is hereby given that the 2018 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
November 27, 2018, commencing at 10:00 a.m. (Pacific Standard Time), for the following purposes:
1.
|
To set the number of directors for the ensuing year at five (5)
persons.
|
2.
|
To elect John Theobald, Allen L. Ball, W. Barry Girling, Gary Childress
and Wayne Moorhouse as directors of the Company for the ensuing year.
|
3.
|
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.
|
4.
|
To consider and, if deemed advisable, to approve an ordinary resolution
ratifying and approving certain amendments to the Company’s 10% “rolling” Stock Option Plan as described in the Proxy
Statement.
|
5.
|
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.
|
6.
|
To receive the audited financial statements of the Company for the
fiscal year ended April 30, 2018 and the accompanying record for the audits.
|
Only shareholders of record at the close of business on October 11, 2018
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/ John Theobald
John Theobald,
Chief Executive Officer, President and Director
Vancouver, British Columbia
October 23, 2018
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
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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.
iii
I-MINERALS INC.
Suite 880, 580 Hornby Street
Vancouver, British Columbia, Canada V6C 3B6
PROXY
STATEMENT
FOR THE 2018 ANNUAL GENERAL MEETING OF THE
SHAREHOLDERS
TO BE HELD ON NOVEMBER 27, 2018
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 2018 Annual
General Meeting of the shareholders of the Company (the “Meeting”) to be held on November 27, 2018 at 10:00 a.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 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 October 24, 2018.
The Company does not expect that any matters other than those referred to
in this Proxy Statement and the Notice of Annual General 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 October 23, 2018.
Important Notice Regarding the Internet Availability of Proxy Materials
for the Meeting to be held on November 27, 2018. 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 11, 2018 (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.
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.
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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 11, 2018, 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:
1.
|
To set the number of directors for the ensuing year at five (5)
persons.
|
2.
|
To elect John Theobald, Allen L. Ball, W. Barry Girling, Gary Childress and
Wayne Moorhouse as directors of the Company for the ensuing year.
|
3.
|
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.
|
4.
|
To consider and, if deemed advisable, to approve an ordinary resolution
ratifying and approving certain amendments to the Company’s 10% “rolling” Stock Option Plan.
|
5.
|
To consider, and, if deemed advisable, approve a resolution ratifying and
approving the Company’s 10% “rolling” Stock Option Plan.
|
6.
|
To receive the audited financial statements of the Company for the fiscal
year ended April 30, 2018 and the accompanying record for the audits.
|
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”).
|
-
|
You are a beneficial shareholder if your shares are held on your
behalf by your intermediary (“Beneficial Shareholder”).
|
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:
-
|
by signing your proxy card and mailing it to the Company’s transfer agent
at the address on the proxy card;
|
-
|
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
|
-
|
through the internet by following the instructions set out in the proxy
card.
|
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:
I-Minerals Inc.
Attention: Matthew Anderson, Chief Financial Officer
Suite 880, 580 Hornby Street
Vancouver, British Columbia, Canada V6C 3B6
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:
(a)
|
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 90,793,612 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.
|
To set the number of directors for the ensuing year at five (5)
persons.
|
2.
|
To elect John Theobald, Allen L. Ball, W. Barry Girling, Gary Childress and
Wayne Moorhouse as directors of the Company for the ensuing year.
|
3.
|
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.
|
4.
|
To consider and, if deemed advisable, to approve an ordinary resolution
ratifying and approving certain amendments to the Company’s 10% “rolling” Stock Option Plan.
|
5.
|
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.
|
6.
|
To receive the audited financial statements of the Company for the fiscal
year ended April 30, 2018 and the accompanying record for the audits.
|
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 2018 Annual
Meeting?
The deadline for submitting a shareholder proposal for inclusion in the
Company’s proxy statement and proxy card for its 2019 annual meeting of shareholders pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is July 30, 2019; provided, however, that in the event
the Company hold its 2019 annual meeting more than 30 days before or after the one year anniversary date of the 2018
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.
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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 five (5). 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 five (5).
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 FIVE (5).
PROPOSAL NUMBER TWO –
ELECTION OF DIRECTORS
The Company’s Board of Directors currently consists of five directors: John
Theobald, Allen L. Ball, W. Barry Girling, Gary Childress and Wayne Moorhouse. At the Meeting, shareholders will
elect five 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 five 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 five persons identified as
its nominees in this Proxy Statement. The names of each nominee and certain information about them are set forth
below:
Name Of Nominee
|
Age
|
Position
|
John Theobald
|
61
|
President, CEO and Director
|
Allen L. Ball
|
73
|
Director
|
W. Barry Girling
(1)
|
58
|
Senior VP and Director
|
Gary Childress
(1)
|
70
|
Director
|
Wayne Moorhouse
(1)
|
54
|
Director
|
Note
:
(1)
Member of the audit committee.
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:
John Theobald
has been our Chief Executive Officer and President
since February 2018, and 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).
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Allen L. Ball
has been a director since March 2002. Mr. Ball is a
successful Idaho business man and has been involved in many business ventures including farming, farm implement sales,
vending machines, cosmetics industry, mining, timber, construction and related materials, high tech venture capital,
commercial car washes, A/R factoring, septic system sales / installation / servicing, lending, real estate development,
hospitality, assisted living, pharmaceutical, firearms manufacturing, fishing lodge/outfitting, and motorsports sales,
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.,
SantaCruz Silver Mining Ltd., Broome Capital Inc. and Ironwood Capital Corp.
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 served as General Manager of Edward Orton Ceramic Foundation (“Orton”)from September
2001 until •, 2018. Orton’s primary focus 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. Moorhouse
served as CFO and corporate secretary of Silvermex Resources Inc., a former TSX company with a producing silver-gold
property in Mexico, from June 2003 to October 2010, and as a special advisor 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 which operates the Yaramoko Gold Mine in Burkina Faso. Currently, Mr. Moorhouse is CFO of Midnight Sun
Mining Corp., a company listed on the TSX Venture Exchange engaged in copper exploration in Africa.
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.
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.
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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,
2018, 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, 2019. 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, 2018 and 2017 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, 2018
|
Year Ended April 30, 2017
|
Audit Fees
|
$83,498
|
$80,389
|
Audit Related
Fees
|
-
|
-
|
Tax Fees
|
8,078
|
6,862
|
All Other
Fees
|
13,210
|
-
|
Total
|
$104,773
|
$87,251
|
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 CERTAIN AMENDMENTS TO THE STOCK OPTION PLAN
The Company’s board of directors have approved certain amendments to its
Stock Option Plan, as disclosed below: The TSX Venture Exchange (the “Exchange”) policy requires that amendments
to an existing stock option plan be submitted for approval by the shareholders at an annual general meeting unless the
amendments: (i) fix typographical errors; or (ii) clarify existing provisions of a stock option plan that do
not have the effect of altering the scope, nature and intent of such provisions (collectively, “housekeeping
amendments”). The Exchange has also advised the Company that the proposed amendment regarding the introduction of
an extension in the term of a stock option during a Blackout Period does not constitute a “housekeeping amendment”, and
that shareholder approval therefor will be required as well as subsequent Exchange acceptance. Accordingly,
management is seeking ratification and approval of these amendments by the shareholders. The board of directors of
the Company has approved these amendments and recommends shareholders vote in favour of approving and ratifying these
amendments.
The following are the amendments to the existing Stock Option Plan which is
set forth in Appendix “A” of this Proxy Statement:
(a)
|
Section 6.04 (“Length of Grant”) is amended to read as follows:
|
|
“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 the date which is 5 years from the date such options were granted,
provided that
in the case of any option granted under the Plan which would otherwise expire during a period during which the Optionee
was prohibited from trading in the Corporation’s securities (a “Blackout Period”), the term of any such option shall be
extended such that any such option shall expire at the close of business on the tenth business day subsequent to the
date the Blackout Period has been terminated,
provided further that
such extension will not apply where either
the Optionee or the Corporation is subject to a cease trade order (or similar order under applicable securities law) in
respect of the Corporation’s securities.”
|
(b)
|
Section 6.08 (“Exercise and Payment”) is amended to read as follows:
|
|
“Subject to section 6.06, any option granted under the Plan may be exercised:
|
|
(a)
|
on or after the date the option is granted; or
|
|
(b)
|
pursuant to such vesting provisions as may be determined by the Board of
Directors;
|
|
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.”
|
|
(c)
|
the form of Option Agreement appearing as Schedule “A” to the existing Stock
Option Plan is amended as provided for in Appendix “B” of this Proxy Statement.
|
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 Four.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE
RATIFICATION AND APPROVAL OF THE AMENDMENTS TO THE EXISTING STOCK OPTION PLAN.
10
PROPOSAL NUMBER FIVE –
RATIFICATION AND APPROVAL OF STOCK OPTION PLAN
The Company received shareholder approval on December 18, 2017 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 9,079,361 options under its Stock Option Plan. There are presently 5,975,000
options outstanding and 3,104,361 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.
11
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, 2018, the Company’s Board of
Directors held four meetings 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, 2018. 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.
Gary Childress was 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.
12
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;
|
|
(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.
|
13
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)
|
(a)
Anyone that has been an employee or executive officer
within the last 3 years;
|
(b)
|
(b)
Any immediate family member of a person that has been
an executive officer within the last 3 years;
|
(c)
|
(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)
|
(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)
|
(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)
|
(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.
|
The Company has determined that Gary Childress and Wayne Moorhouse 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). John Theobald 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.
14
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
|
John Theobald
|
Max Resource Corp.
|
Allen L. Ball
|
None
|
W. Barry Girling
|
Silver One Resources Inc., Zinc One Resources Inc., Broome
Capital Inc., Ironwood Capital Corp. SantaCruz Silver Mining Ltd.
|
Gary Childress
|
None.
|
Wayne Moorhouse
|
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.
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.
15
OTHER EXECUTIVE
OFFICERS
In addition to John Theobald, 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 Managing Director 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 a
number of junior public companies.
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, 2018 and 2017.
SUMMARY
COMPENSATION TABLE
|
Name &
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(4)
|
Non-Equity
Incentive Plan Compen-sation ($)
|
Nonqualified
Deferred Compen-sation Earnings
($)
|
All Other
Compen-sation
($)
|
Total
($)
|
John
Theobald
(1)
|
2018
|
25,000
|
0
|
0
|
0
|
0
|
0
|
0
|
25,000
|
President, CEO &
Director
|
2017
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Thomas M.
Conway
(2)
Former President, CEO &
Director
|
2018
|
125,000
|
0
|
0
|
0
|
0
|
0
|
62,500
|
200,000
|
2017
|
150,000
|
0
|
0
|
11,047
|
0
|
0
|
9,255
|
170,302
|
Matthew
Anderson
(3)
CFO
|
2018
|
21,871
|
0
|
0
|
0
|
0
|
0
|
0
|
21,871
|
2017
|
23,759
|
0
|
0
|
0
|
0
|
0
|
0
|
23,759
|
Notes:
(1)
|
Mr. John Theobald became President and CEO of the Company in March 2018. Mr.
Theobald has an agreement dated March 1, 2018, pursuant to which he is paid a salary of $12,500 per month.
|
(2)
|
Mr. Conway was President and CEO of the Company from January 2011 to February 2018 and he was compensated
pursuant to the terms of his amended employment agreement dated April 1, 2013, pursuant to which he is paid a salary of
$12,500 per month. The Company has accrued five months of salary as a termination benefit.
|
(3)
|
Mr. Anderson is compensated pursuant to the terms of his consulting agreement dated October 1, 2011, pursuant to
which he is paid an hourly rate. Mr. Anderson’s consulting agreement may be terminated on sixty days’ written
notice.
|
(4)
|
The determination of non-cash value of
option awards is based upon the grant date fair value determined using the Black-Scholes Option pricing model.
|
16
Outstanding Equity Awards at Fiscal Year End
Table
The following table provides
information concerning unexercised options for each of our named executive officers, as that term is defined in Item
402(m)(2) of Regulation S-K as of our fiscal year end of April 30, 2018.
Name and Principal Position
|
Number of Securities Underlying Unexercised
Options (#) Exercisable
|
Number of Securities
Underlying Unexercised Options (#) Unexercisable
|
Equity Incentive Plan Awards: Number of
Securities Underlying Unexercised Unearned Options
|
Option Exercise Price (CAD$)
|
Option Expiration Date
|
JOHN THEOBALD
Chief Executive Officer, President and Director
|
300,000
|
-
|
-
|
0.30
|
07/21/2021
|
MATTHEW ANDERSON
Chief Financial Officer
|
150,000
|
-
|
-
|
0.10
|
07/30/2018
|
100,000
|
-
|
-
|
0.25
|
01/29/2020
|
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,
2018 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)
|
3,270
|
-
|
-
|
-
|
-
|
-
|
3,270
|
John Theobald
(3)
|
-
|
-
|
-
|
-
|
-
|
62,913
|
62,913
|
Notes
:
(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)
|
Consulting fees of $62,913 were charged by Erimus Management Ltd., a
wholly-owned company of Mr. Theobald. These fees were charged prior to Mr. Theobald being appointed CEO.
|
(4)
|
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.
|
17
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, 2018 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
|
Allen L. Ball
Director and 10% Holder
|
Three
|
Three
|
None
|
BV Natural Resources LLC
10% Holder
|
Three
|
Three
|
Three
|
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, 2018, management and consulting fees of
$96,000 (2017 - $96,000) were charged by RJG Capital Corporation, a wholly-owned company of W. Barry Girling, Director.
Wayne Moorhouse, Director, charged $3,270 (2017 - $2,911) in management and consulting fees. A further $275,000
(2016 - $150,000) in salary was earned by Thomas M. Conway who was President and CEO of the Company from January 2011 to
February 2018 and he was 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. The Company has accrued five months of salary as a
termination benefit. $21,871 (2017 - $23,759) was charged by Malaspina Consultants Inc. for the services of Matt
Anderson, CFO, and are included in professional fees. John Theobald, Director, charged $62,913 (2017 - $54,124) in
mineral property expenditures through his wholly-owned company Erimus Management Ltd. See “Executive Compensation –
Summary Compensation Table” and “Executive Compensation – Director Compensation”.
Indebtedness
As at April 30, 2018, we recorded accounts payable and accrued liabilities
of $268,801 (2017 - $197,954) in connection with amounts owed to our directors, an officer and a former director.
At April 30, 2018, we owed Wayne Moorhouse, Director, $4,150, Tom Conway, former CEO and Director, $68,617, Erimus
Management Ltd, a company controlled by John Theobald, CEO, $5,585, John Theobald, CEO and Director, $15,449 and Ball
Ventures, LLC, a company controlled by Allen L. Ball, $175,000. At April 30, 2017, we owed Wayne Moorhouse,
Director, $1,465, Tom Conway, former 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. All amounts
are non- interest bearing, unsecured, and due on demand.
18
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.
On June 1, 2016, January 19, 2018 and March 30, 2018, the Company entered
into agreements with the Lender pursuant to which up to an additional $4,045,000 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.
On October 25, 2017, the Company entered into an amending agreement with
the Lender to extend the maturity date of the outstanding Promissory Notes from December 2, 2017 to March 31, 2019. In
consideration for the extension, the Company agreed to pay a 1% extension fee in the amount of $168,152. The agreement
was subject to the approval of the TSX-V, which was received on December 13, 2017.
In accordance with the guidance of ASC 470-50 and ASC 470-60, the Company
determined that the June 1, 2016 agreement and the October 25, 2017 agreement resulted in a debt modifications, not a
debt extinguishments or a troubled debt restructurings. The aggregate finance fees relating to the promissory
notes are being amortized to the Statement of Loss over the revised life of the promissory notes using the effective
interest method.
As at April 30, 2018, the Company had received $3,640,000 in advances
pursuant to the Third Promissory Notes. During the three months ended July 31, 2018, the Company received the
final $405,000 in advances.
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, 2018, the Company recorded interest of $1,976,595 (2017 - $1,576,365). 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 also elected to have
interest payable from June 1, 2016 to May 31, 2018 of $3,626,234 deemed as advances (not subject to bonus shares or
bonus warrants).
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.
19
During the year ended April 30, 2018, the
Company issued 403,844 bonus shares to the Lender at the fair value of $115,875, based on their quoted market price at
the date the advances were received, including 88,089 shares having a fair value of $29,625 that the Company had
committed to issue as at April 30, 2017. At April 30, 2018, the Company was committed to issuing an additional
221,673 bonus shares to the Lender at the fair value of $50,625. 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. On August
10, 2018, the Company issued 361,657 bonus share to the Lender.
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.
The fair value of 537,428 bonus share purchase warrants committed to be
issued (based on advances received during the period) during the year ended April 30, 2018 of $24,666 was estimated
using the Black-Scholes option pricing model with the following weighted average assumptions: stock price – CAD$0.322;
exercise price – CAD$0.337; expected risk-free interest rate – 1.33%; expected life – 1.05 years; expected volatility –
46% and expected dividend rate – 0%.
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 $444,394 for the year ended April 30, 2018 (2017 - $489,646). The
unamortized debt discount as at April 30, 2018 is $195,991 (2017 – $310,693).
The promissory notes are collateralized by the Company’s Helmer-Bovill
Property.
On September 11, 2018, the Company entered into a Loan Agreement with the Lender pursuant to which up to
$2,500,000 will be advanced to the Company in tranches (the “Fifth Promissory Notes”). The Fifth Promissory Notes
bear interest at the rate of 14% per annum 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. The Company and the Lender agreed that the Lender is to receive bonus shares equal to 6% of each loan
tranche advanced under the Fifth Promissory Notes divided by the Company’s common share market price. The Fifth
Promissory Notes are collateralized by the Company’s Helmer-Bovill Property. The Fifth Promissory Notes are due on
or before December 31, 2019. As of October 23, 2018, the Company had received advances of $720,000.
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 11, 2018 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.
20
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
|
JOHN THEOBALD
Chief Executive Officer, President and Director
|
1,550,000
Common Shares
(2)
Direct
|
1.7%
|
Common Shares
|
MATTHEW ANDERSON
Chief Financial Officer
|
250,000
Common Shares
(3)
Direct
|
0.3%
|
Common Shares
|
ALLEN L. BALL
Director
|
39,347,259
Common Shares
(4)
Direct and Indirect
|
41.9%
|
Common Shares
|
W. BARRY GIRLING
Director
|
2,098,277
Common Shares
(5)
Direct and Indirect
|
2.3%
|
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%
|
|
All Officers and Directors as a Group
(6 persons)
|
43,861,036
Common Shares
|
46.8%
|
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
|
39,347,259
Common Shares
(4)
Direct and Indirect
|
41.9%
|
Notes:
(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 11, 2018. As of
October 11, 2018, there were 90,793,612 common shares issued and outstanding.
|
(2)
|
The number of shares listed as beneficially owned by Mr. Theobald
consists of (i) an option to purchase 300,000 common shares at a price of CAD$0.30 per share until July 21, 2021 and
(ii) an option to purchase 1,250,000 common shares at a price of CAD$0.25 per share until August 29, 2023.
|
(3)
|
The number of shares listed as beneficially owned by Mr. Anderson
consists of (i) 150,000 common shares held directly by Mr. Anderson 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) 275,500 common shares held directly by Mr. Ball, (ii) 35,534,399 common shares held by BV Naturally Resources
LLC; (iii) 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 (iv) 3,337,360 share purchase warrants exercisable at prices from CAD$0.22 to CAD$0.54 per
share until December 31, 2018 held by BV Lending, LLC.
|
21
(5)
|
The number of shares listed as beneficially owned by Mr. Girling consists
of: (i) 865,903 common shares held by Mr. Girling, (ii) 633,104 common shares held by RJG Capital Corp., (iii) an option
to purchase 300,000 common shares at a price of CAD$0.25 per share until January 29, 2020; and (iv) 314,770 share
purchase warrants exercisable at a price of CAD$0.40 per share until January 31, 2019.
|
(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.
|
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, 2018
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: October 23, 2018
|
|
|
|
|
|
|
|
/s/ John Theobald
|
|
|
John Theobald
Chief Executive Officer, President and Director
|
22
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.
|
23
|
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.
|
24
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.
|
25
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
|
|
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.
|
Amendment and Discontinuance of Plan
|
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.
26
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.
27
SCHEDULE “A”
I-Minerals Inc
INCENTIVE STOCK OPTION PLAN
OPTION AGREEMENT
OPTION EXERCISE FORM
Without prior written approval of the TSX Venture
Exchange and compliance with all applicable securities legislation, the securities represented by this agreement and any
securities issued upon exercise thereof may not be sold, transferred, hypothecated or otherwise traded on or through the
facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until ♦ ♦,
♦ [four months and one day after the Grant Date].
This Option Agreement is entered into
between
I-Minerals Inc.
(the “Company”) and the Optionee named below pursuant to the Company’s Incentive Stock
Option Plan (the “Plan”), and confirms that:
1.
|
on ♦ ♦, ♦ (the “Grant Date”);
|
3.
|
was granted the option (the “Option”) to purchase ♦ Common Shares (the
“Option Shares”) of the Company;
|
4.
|
for the price (the “Option Price”) of $♦ per share;
|
5.
|
which shall be exercisable as fully Vested as follows: ♦;
|
6.
|
terminating on ♦ ♦, ♦ (the “Expiry Date”);
|
all on the terms and subject to the conditions set out
in the Plan. For greater certainty, once Option Shares have been granted, they continue to be exercisable until
the termination or cancellation thereof as provided in this Option Agreement and 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.
By signing this Option Agreement, the Optionee
also acknowledges that, as required by the Canada Revenue Agency, the Optionee will be required to provide the
Company with the following payments:
|
(a)
|
a payment for the number of Option Shares being exercised at the Option
Price;
|
|
(b)
|
a payment equal to the income taxes due on the net stock option benefit,
which amount is comprised of the full taxable employment benefit, less the 50% stock option benefit deduction to which
the Optionee may be entitled; and
|
|
(c)
|
a payment equal to the Canada Pension Plan contribution due in respect of
the full taxable employment benefit (
without
taking into consideration the 50% deduction) to be received by the
Optionee through such exercise, notwithstanding that the Optionee may have already contributed the maximum amount of
Canada Pension Plan contributions for the calendar year in which all or any portion of the Option is exercised, unless
the Optionee provides the Company with a copy of the Election to stop paying into the Canada Pension Plan that has been
filed with the Canada Revenue Agency, or the Optionee is over the age of 69.
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28
IN WITNESS WHEREOF the parties hereto have
executed this Option Agreement as of the ♦ day of ♦, ♦.
♦
(the Optionee)
|
I-Minerals Inc.
Per:
Authorized Signatory
|
|
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29
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:
•
the integrity,
adequacy and timeliness of the Company’s financial reporting and disclosure practices;
•
the Company’s
compliance with legal and regulatory requirements related to financial reporting; and
•
the independence
and performance of the Company’s independent auditor.
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:
1.
|
Monitor the adequacy of this Charter and recommend any proposed changes
to the Board.
|
2.
|
Review the appointments of the Company’s Chief Financial Officer and
any other key financial executives involved in the financial reporting process.
|
30
3.
|
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.
|
4.
|
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.
|
5.
|
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.
|
6.
|
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.
|
7.
|
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.
|
8.
|
Review with management and the independent auditor significant related
party transactions and potential conflicts of interest.
|
9.
|
Pre-approve all non-audit services to be provided to the Company by the
independent auditor.
|
10.
|
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.
|
11.
|
Establish and review the Company’s procedures for the:
|
|
•
|
receipt, retention and treatment of complaints regarding accounting,
financial disclosure, internal controls or auditing matters; and
|
|
•
|
confidential, anonymous submission by employees regarding
questionable accounting, auditing and financial reporting and disclosure matters.
|
12.
|
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.
|
13.
|
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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31
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