THIS THIRD AMENDING AGREEMENT is made as of March 20, 2018. AMONG:

THIS THIRD AMENDING AGREEMENT is made as of March 20, 2018.

AMONG:

I-Minerals Inc., a body corporate, continued under the laws of Canada, having its head office at Suite 880 – 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0

(hereinafter called the “Company”)

OF THE FIRST PART

AND:

i-minerals USA Inc., an Idaho limited liability company, having an office c/o the Company, at Suite 880 – 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0

(hereinafter called the “Subsidiary”)

OF THE SECOND PART

AND:

BV Lending, LLC, an Idaho limited liability company, having its head office at Suite 201 – 000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxx, Xxxxx, X.X.X. 00000

(hereinafter called “BV”)

OF THE THIRD PART

WHEREAS:

A. Pursuant to an agreement among the parties dated June 1, 2016, as amended by an amending agreement dated October 25, 2017 (hereinafter called the “First Amending Agreement”), as further amended by an amending agreement dated January 19, 2018 (hereinafter called the “Second Amending Agreement”), with the loan agreement dated June 1, 2016, as amended by the First Amending Agreement and the Second Amending Agreement hereinafter collectively called the “Loan Agreement”, BV agreed to advance certain funds to the Company to advance its Bovill Kaolin Project located in the State of Idaho, U.S.A.;

B. The parties wish to further amend certain of the provision of the Loan Agreement on the terms and conditions hereinafter set forth;

C. The Subsidiary is a wholly-owned subsidiary of the Company and is the legal owner of the Xxxxxx Xxxxxx Property hosting the Bovill Kaolin Project in the State of Idaho, U.S.A., as referred to in Recital A. herein;

 

2

NOW THEREFORE THIS THIRD AMENDING AGREEMENT WITNESSETH  that in consideration of these presents and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereby agree as follows:

1. BV hereby agrees to advance up to an additional $880,000 in cash to the Company in accordance with the revised Schedule A to the Loan Agreement, as set forth in paragraph 2 herein.

2. Schedule A to the Loan Agreement is amended to read as follows:

SCHEDULE A

2016
Actual		June	July	August	September	October		November	December
		$300,000	$300,000	$200,000	$300,000	$145,000		$175,000	Nil
2017
Actual		January	February	March	April	May	June		July
		Nil	$125,000	$120,000	$150,000	Nil	$130,000		$120,000
		August	September	October	November	December
		$150,000	$150,000	$200,000	$200,000	$200,000

2018
Actual		January
		$200,000

Budget		March	April	May	June
		$225,000	$250,000	$255,000	$150,000

3. Capitalized terms used herein and not otherwise defined have the same meanings as contained in the Loan Agreement.

4. Except as amended by this Third Amending Agreement, all of the other terms and conditions of the Loan Agreement remain in full force and effect.

5. Each of the parties agrees to do and/or execute all such further and other acts, deeds, things, devices, documents and assurances and may be required in order to carry out the true intent and meaning of this Third Amending Agreement.

6. This Third Amending Agreement and any certificate or other writing delivered in connection herewith may be executed in any number of counterparts and any party hereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts of this Third Amending Agreement or such other writing, as the case may be, taken together, will be deemed to be one and the same instrument. The execution of this Third Amending Agreement or any other writing by any party hereto will not become effective until each party hereto has executed a counterpart of this Third Amending Agreement or any other writing, as the case may be.

 

 

DATED:        Xxxxx 00, 0000

Xxxxx:

I-Minerals Inc.

OF THE FIRST PART

And:

i-minerals USA Inc.

OF THE SECOND PART

And:

BV Lending, LLC

OF THE THIRD PART

THIRD AMENDING AGREEMENT (TO LOAN AGREEMENT DATED JUNE 1, 2016, AS AMENDED BY THE FIRST AMENDING AGREEMENT DATED OCTOBER 25, 2017 AND BY THE SECOND AMENDING AGREEMENT DATED JANUARY 19, 2018)

Xxxxxx Jonsson & Yeadon
1710 - 0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, X. X.
X0X 0X0

Telephone: (000) 000-0000