8-K
filed March 6, 2023, 6:59 PM ET
CIK 0001405663
M&A
confidence high
sentiment negative
materiality 0.90
I-Minerals Inc: M&A transaction — I-Minerals completes sale of i-minerals USA to BV Lending; company now has no assets other than cash
I-Minerals Inc
- Shareholders approved disposition with 97.37% special resolution and 84.71% majority-of-minority vote.
- Consideration: cancellation of ~$25.7M intercompany debt, set-off of $3M debt, and transfer of remaining ~$32.4M debt; company now debt-free except $450k promissory note.
- After sale, company has no mineral properties and only cash on hand; plans to file Form 15 to terminate SEC reporting.
- BV Lending is an affiliate of BV Natural Resources LLC, which beneficially owns 39.4% of I-Minerals shares.
Key facts
Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
I-Minerals Inc completed a disposition involving BV Lending LLC for US$3 million (closed 2023-03-03).
- Action
- disposition
- Counterparty
- BV Lending LLC
- Consideration
- US$3 million
- Closing
- 2023-03-03
Exact text from the filing
resulting in the cancellation of the indebtedness. • At the closing of the Disposition, the Company sold the shares of i-minerals USA to BV Lending for an amount equal to US$3 million (the “Share Value”). • The Share Value was satisfied by BV Lending on a non-cash basis by the set off of US$3 million of debt owed by the Company to BV Lending (the “Set Off”). •
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
I-Minerals Inc shareholders approved Continuance to British Columbia at the 2023-03-02 meeting.
- Outcome
- passed
- Meeting
- 2023-03-02
Exact text from the filing
Continuance to British Columbia 44,273,063 (97.55%) 1,111,273 (2.45%)
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
I-Minerals Inc shareholders approved Election of Directors at the 2023-03-02 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-03-02
Exact text from the filing
Directors John Theobald 45,224,933 (99.65%) 159,403 (0.35%) Barry Girling 45,203,933 (99.60%) 180,403 (0.40%) Gary Childress 45,261,933 (99.73%) 122,403 (0.27%) Wayne Moorhouse 45,261,933 (99.73%) 122,403 (0.27%)
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
I-Minerals Inc shareholders approved Disposition special resolution at the 2023-03-02 meeting.
- Outcome
- passed
- Meeting
- 2023-03-02
Exact text from the filing
Disposition special resolution (two-thirds majority) 44,188,746 (97.37%) 1,195,590 (2.63%)
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
I-Minerals Inc shareholders approved Appointment of BDO Canada LLP at the 2023-03-02 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-03-02
Exact text from the filing
Appointment of BDO Canada LLP 51,299,164 (100.00%) 20 (0.00%)
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
I-Minerals Inc shareholders approved Majority of the minority vote under MI 61-101 at the 2023-03-02 meeting.
- Outcome
- passed
- Meeting
- 2023-03-02
Exact text from the filing
Majority of the minority vote (ordinary resolution) under MI 61-101 6,622,856 (84.71%) 1,195,590 (15.29%)
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
I-Minerals Inc shareholders approved Stock Option Plan at the 2023-03-02 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-03-02
Exact text from the filing
Stock Option Plan 44,544,693 (98.15%) 839,643 (1.85%)
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
I-Minerals Inc shareholders approved Number of Directors at the 2023-03-02 meeting.
- Outcome
- passed
- Meeting
- 2023-03-02
Exact text from the filing
Number of Directors 45,308,486 (99.83%) 75,850 (0.17%)
View on SEC.gov
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