Common use of Cashless Exercise Right Clause in Contracts

Cashless Exercise Right. In lieu of exercising a Yearly Option for cash, IIM may elect to exercise all or any portion of a Yearly Option by means of a cashless exercise (the “Cashless Exercise Right”). Upon exercise of the Cashless Exercise Right, IIM shall (1) surrender its right to that portion of the Yearly Option so exercised by means of the Cashless Exercise Right; and (2) be entitled to receive from BVNR that number of Option Shares that is equal to the number obtained by the following formula: ( X - Y )Z X Where: X = the market price, on a per share basis, of I-Minerals’ common shares (the “Market Price”), calculated based on (a) if the common shares are then traded on the TSX Venture Exchange or the Toronto Stock Exchange, the average closing price of I-Minerals’ common shares as quoted by the TSX Venture Exchange or the Toronto Stock Exchange for the 5 trading days immediately preceding the date the Notice of Exercise is delivered to BVNR indicating IIM’s election to exercise the BVNR Options by means of the Cashless Exercise Right (the “Exercise Date”), converted into USD based on the Bank of Canada noon rate for the trading day immediately preceding the Exercise Date, (b) if the common shares are not traded on the TSX Venture Exchange or the Toronto Stock Exchange but are traded on another securities exchange or active public market, the average closing price of I-Minerals’ common shares as quoted by that other securities exchange or active public market for the 5 trading days immediately preceding the Exercise Date,or (c) if there is no active public market for I-Minerals’ common shares, the value thereof as of the Exercise Date, as determined in good faith by the Board of Directors of the Company, taking into account any illiquidity and lack of marketability of the common shares. Y = the Option Price. Z = the number of Option Shares that IIM would otherwise have been entitled to receive upon exercise of the Yearly Option had IIM elected to pay the Option Price in cash.

Cashless Exercise Right. In lieu addition to any rights that the Holder may have to offset the Exercise Price against the outstanding indebtedness under the Loan, the Holder of exercising a Yearly Option for cash, IIM this Warrant may elect to exercise all or any portion of a Yearly Option this Warrant by means of a “cashless exercise exercise” (the “Cashless Exercise Right”). Upon exercise ) in which the Holder shall, upon surrender of this Warrant Certificate with the Cashless annexed Notice of Exercise RightForm duly executed, IIM shall (1) surrender its right to that portion of the Yearly Option so exercised by means of the Cashless Exercise Right; and (2) be entitled to receive from BVNR that number of Option Warrant Shares that as is equal to the number obtained by the following formula: ( X - Y )Z X Where: X : A = If the market price, Common Stock is listed or quoted on a per share basisnational securities exchange, the OTC Bulletin Board or the OTCQB or OTCQX market tiers of Ithe inter-Minerals’ common shares dealer quotation system maintained by OTC Markets Group Inc. (or any successors to the “Market Price”forgoing), calculated based on (a) if the common shares are then traded on the TSX Venture Exchange or the Toronto Stock Exchange, the volume weighted average closing price of I-Minerals’ common shares as quoted by the TSX Venture Exchange or the Toronto Common Stock Exchange for the 5 trading days immediately preceding the date the Notice of Exercise is delivered to BVNR indicating IIM’s election to exercise the BVNR Options by means of the Cashless Exercise Right (the “Exercise Date”), converted into USD based on the Bank of Canada noon rate for the trading day immediately preceding the Exercise Date, (b) date of exercise; if the common shares are Common Stock is not traded so listed or quoted, but the Common Stock is quoted on the TSX Venture Exchange OTC Pink market tier of the electronic inter-dealer quotation system maintained by OTC Markets Group Inc. (or any successor to the Toronto Stock Exchange but are traded on another securities exchange or active public marketforgoing), the average closing bid price of I-Minerals’ common shares as quoted by that other securities exchange or active public market per share for the 5 Common Stock for the trading days day immediately preceding the Exercise Date,date of exercise; and if the Common Stock is not so listed, quoted or (c) if there is no active public market for I-Minerals’ common sharesreported, the fair market value thereof as per share of the Exercise DateCommon Stock on the date of exercise, as determined by an independent appraiser selected in good faith by the Board Lender and reasonably acceptable to the Company (the fees and expenses of Directors of which shall be paid by the Company, taking into account any illiquidity and lack of marketability of the common shares). Y = the Option Price. Z = the number of Option Shares that IIM would otherwise have been entitled to receive upon exercise of the Yearly Option had IIM elected to pay the Option Price in cash.

Cashless Exercise Right. In lieu The Holder of exercising a Yearly Option for cash, IIM this Warrant may elect to exercise all or any portion of a Yearly Option this Warrant by means of a “cashless exercise exercise” (the “Cashless Exercise Right”). Upon exercise ) in which the Holder shall, upon surrender of this Warrant Certificate with the Cashless annexed Notice of Exercise RightForm duly executed, IIM shall (1) surrender its right to that portion of the Yearly Option so exercised by means of the Cashless Exercise Right; and (2) be entitled to receive from BVNR that number of Option Warrant Shares that as is equal to the number obtained by the following formula: ( X - Y )Z X Where: X A = If the market price, Common Stock is listed or quoted on a per share basisnational securities exchange, the OTC Bulletin Board or the OTCQB or OTCQX market tiers of Ithe inter-Minerals’ common shares dealer quotation system maintained by OTC Markets Group Inc. (or any successors to the “Market Price”forgoing), calculated based on (a) if the common shares are then traded on the TSX Venture Exchange or the Toronto Stock Exchange, the volume weighted average closing price of I-Minerals’ common shares as quoted by the TSX Venture Exchange or the Toronto Common Stock Exchange for the 5 trading days immediately preceding the date the Notice of Exercise is delivered to BVNR indicating IIM’s election to exercise the BVNR Options by means of the Cashless Exercise Right (the “Exercise Date”), converted into USD based on the Bank of Canada noon rate for the trading day immediately preceding the Exercise Date, (b) date of exercise; if the common shares are Common Stock is not traded so listed or quoted, but the Common Stock is quoted on the TSX Venture Exchange OTC Pink market tier of the electronic inter-dealer quotation system maintained by OTC Markets Group Inc. (or any successor to the Toronto Stock Exchange but are traded on another securities exchange or active public marketforgoing), the average closing bid price of I-Minerals’ common shares as quoted by that other securities exchange or active public market per share for the 5 Common Stock for the trading days day immediately preceding the Exercise Date,date of exercise; and if the Common Stock is not so listed, quoted or (c) if there is no active public market for I-Minerals’ common sharesreported, the fair market value thereof as per share of the Exercise DateCommon Stock on the date of exercise, as determined by an independent appraiser selected in good faith by the Board Lender and reasonably acceptable to the Company (the fees and expenses of Directors of which shall be paid by the Company, taking into account any illiquidity and lack of marketability of the common shares). Y B = the Option Exercise Price. Z POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificate C = the number of Option Warrant Shares that IIM the Holder would otherwise have been be entitled to receive upon exercise of the Yearly Option Warrants had IIM it had it elected to pay the Option Exercise Price in cash. Notwithstanding the forgoing, the Holder’s right to exercise the Cashless Exercise Right shall be limited such that the total number of shares issuable upon the exercise of any or all Warrants issued pursuant to the Consulting Agreement by way of the Cashless Exercise Rights shall be 5,000,000 Warrant Shares, whether or not such Cashless Exercise Rights were exercised by the Holder or by another holder of Warrants issued pursuant to the Consulting Agreement. By way of example, if holders of Warrants issued pursuant to the Consulting Agreement other than the Holder exercise the Cashless Exercise Rights attached to such Warrants for an aggregate total of 5,000,000 shares of Common Stock, the Holder shall not be entitled to exercise the Cashless Exercise Rights in respect of this Warrant.