Current Report Filing (8-k)
September 19 2022 - 4:08PM
Edgar (US Regulatory)
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2022-09-14
2022-09-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2022
I-MINERALS INC.
(Exact name of registrant as
specified in its charter)
Canada |
000-55321 |
20-4644299 |
(State or other
jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
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Suite 1100,
1199 West Hastings Street Vancouver,
BC |
|
V6E 3T5 |
(Address of principal
executive offices) |
|
(Zip Code) |
|
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Registrant's telephone
number, including area code |
(877) 303-6573 |
880
– 580 Hornby Street, Vancouver, BC, V6C 3B6 |
(Former name or former address,
if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act. [ ]
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT
Stock
Purchase Agreement
On
September 14, 2022, I-Minerals Inc. (the “Company”) entered into a stock purchase
agreement (the “Stock Purchase Agreement”) with BV Lending, LLC, an Idaho
limited liability company, (“BV Lending”) and the Company’s subsidiary,
i-minerals USA, Inc. (“i-minerals USA”), an Idaho company that owns the leases
that comprise the Helmer-Bovill Property.
Under the terms of the Stock Purchase Agreement, the Company has agreed
to sell all of the issued and outstanding common shares of i-minerals USA to BV
Lending (the “Transaction”).
In consideration of all of the issued and outstanding
shares of i-minerals USA, each of the Company and BV Lending agreed that:
• |
Immediately prior
to closing of the Transaction, the Company will contribute to i-minerals USA an
intercompany debt owed by i-minerals USA to the Company in the amount of
approximately US$25.7 million, resulting in the cancellation of the outstanding
indebtedness. |
|
|
• |
At the closing of
the Transaction, the Company will sell all of the shares of i-minerals USA to
BV Lending for an amount equal to $3,000,000 (the “Share Value”). |
|
|
• |
The Share Value
will be satisfied by BV Lending on a non-cash basis by the set off of an equal
amount of debt owed by the Company to BV Lending (the “Set Off”). |
|
|
• |
Immediately
following the Set Off, BV Lending will transfer to the Company the balance of
the debt owed by the Company to BV Lending (which debt was approximately
US$35.4 million before the Set Off). |
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|
• |
Previously
entered into loan agreements dated June 1, 2016, September 11, 2018 and October 25,
2019 among the Company, BV Lending and i-minerals USA, including all security granted thereunder, will be
terminated and/or discharged. |
|
|
• |
The Company will
be subject to non-competition and non-solicitation covenants in favour of BV
Lending for a period of five years commencing on closing of the Transaction. |
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|
• |
The Transaction
is subject to the approval of the Transaction by shareholders of the Company
(the “Shareholders”) and the TSX Venture Exchange. |
As part of the Transaction, BV Lending has agreed to
pay taxes that will become payable by the Company as a result of the
Transaction (approximately US$450,000).
In consideration for such payment by BV Lending, the Company will issue
a promissory note in favor of BV Lending for the amount of the taxes so
paid. The promissory note will be repaid
out of any refund received by the Company from the applicable government
agency.
Following the completion of the
Transaction, the Company will not have any mineral properties due to the sale
of i-minerals USA, which owns the Helmer-Bovill Property. Accordingly, the
Company will need to identify and, if successful, acquire a new business.
Closing of the Transaction is subject to
a number of key conditions including shareholder approval, TSX Venture Exchange
approval, no more than 5% of the shareholders exercising their dissenting
rights and other such other conditions that are customary for this type of
Transaction.
BV Lending is a
non-arm’s length party to the Company. It is a company founded by Mr. Allen L. Ball,
who is a former director and a significant shareholder holding approximately 39.4% of the issued and outstanding shares of the Company.
The foregoing description of the Stock Purchase Agreement is not
purported to be complete and is qualified in its entirety by reference to the
complete text of such agreement attached as exhibits hereto.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The
following exhibits are either provided with this Current Report or are
incorporated herein by reference:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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By: |
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Date: September 19, 2022 |
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“John
Theobald” |
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John Theobald Chief Executive Officer,
President and Director |
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