United States securities and exchange commission logo
January 18, 2023
Matthew Anderson
Chief Financial Officer
I-Minerals Inc.
1100 1199 West Hastings Street
Vancouver, B.C. V6E 3T5
Re: I-Minerals Inc.
Schedule 13E-3
filed on January 4, 2023
File No. 005-89452
Preliminary Proxy
Statement on Schedule 14A filed on January 3, 2023
File No. 000-55321
Dear Matthew Anderson:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All comments below refer to disclosure located in the preliminary proxy
statement.
Schedule 13E-3 filed January 4, 2023 and Preliminary Proxy Statement
filed on January 3, 2023
Terms and Consideration, page vi
1. Refer to the last
bullet point on page vi and the first bullet point on page vii. Please
expand the disclosure
to explain the difference between the Set Off described on page vi
and the "balance of
debt owed to BV" transfer described on page vii. In addition, please
also expand the
disclosure to indicate whether the Company will owe BV Lending any
additional funds
related to the $450,000 promissory note to the extent that any expected
tax refund is less than
$450,000.
Reasons for the Recommendation of the Company's Special Committee and
the Company's
Board, page 11
2. The factors listed in
Instruction 2 to Item 1014 of Regulation M-A are generally
Matthew Anderson
I-Minerals Inc.
January 18, 2023
Page 2
relevant to each filing person s fairness determination and should be
discussed in
reasonable detail. See Question Nos. 20 and 21 of the Exchange Act
Release No. 34-
17719 (April 13, 1981). Please revise this section of the proxy
statement to include the
factors described in clauses (i), (iii), (iv), (v) and (viii) of
Instruction 2 to Item 1014 or
explain why such factors were not deemed material or relevant to the
Board s fairness
determination.
Shareholder Approval, page 13
3. Refer to clause (ii) in this paragraph. Please advise if the terms
"interested parties,"
"related parties" and "joint actors" include officers and directors of
the Company. Please
note that the staff considers officers and directors of the Company to
be affiliates when
considering whether the reference is sufficiently specific to satisfy
Item 1014(c) of
Regulation M-A. Please refer to the definition of "affiliate" in
Exchange Act Rule 13e-
3(a)(1).
Certain Effects of the Disposition, page 14
4. Please provide the disclosure described in Instruction 3 to Item 1013 of
Regulation M-A.
Refer to Exchange Act Rule 13e-3(e) and Item 7 of Schedule 13E-3.
General
5. The order of the proposals described in the proxy statement does not
match the order of
the proposals on the proxy card itself. Please revise accordingly.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameMatthew Anderson
Division of
Corporation Finance
Comapany NameI-Minerals Inc.
Office of
Mergers & Acquisitions
January 18, 2023 Page 2
cc: Charles Hethey
FirstName LastName