I-Minerals US Counsel Served With Complaint
March 20 2014 - 3:28PM
Marketwired
I-Minerals US Counsel Served With Complaint
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 20, 2014) -
I-Minerals Inc. (TSX-VENTURE:IMA)(OTCQX:IMAHF) (the "Company" or
"I-Minerals") has been advised by its US counsel that it has been
served with a complaint by the Robert Lemke (carrying on business
as Hoodoo Resources, LLC) and Brent Thomson Family Trust, each
minority partners as to a 12.5% interest in Idaho Industrial
Minerals, LLC ("IIM"). It appears Thomson and Lemke are attempting
to exercise derivative rights without the consent of the majority
of the members of IIM and reject consideration paid to IIM with
respect to I-Mineral's Helmer-Bovill property in January 2013
pursuant to an August 10, 2002 agreement, as amended, between the
Company and IIM (the "IIM Agreement").
The IIM Agreement required the Company to deliver a total of 1.8
million shares to IIM for the Company to earn outright title to the
mineral leases which comprise the Helmer-Bovill Property.
Specifically, Section 1.2 of the Second Amendment to the IIM
Agreement, effective August 10, 2005, captures the "Accord and
Satisfaction" between the Parties, unambiguously stating "[t]he
Parties agree that with issuance of a total of 1,750,000 common
shares, plus an additional Fifty Thousand (50,000) common shares as
consideration for this Second Amendment, of [the Company] to IIM,
IIM releases any and all interest in the Lease Applications,
Leases, Properties, as those capitalized terms are defined in the
Agreement, and that IIM acknowledges that it has received full and
final consideration of the transfer of the rights to the Lease
Application to IMI." The final tranche of 1.3 million shares,
completing the total of 1.8 million shares, was delivered to IIM on
January 22, 2013. The IIM Agreement expired by its own terms on
August 18, 2013, subject to certain surviving rights and
indemnification.
Issuance of the final tranche was accepted by the TSX Venture
Exchange (the "Exchange") after I-Minerals satisfied the Exchange
requirements for this share issuance on January 2, 2013, when
I-Minerals delivered to the Exchange the following documents: (i)
Feasibility Study entitled "NI43-101 Technical WBL Tailings Mineral
Production Project, Latah County, Idaho" by B. Stryhas, C.P.G., H.
Gatley, P.Eng., V. Obie, RM SME, and C. Hoag, C.P.G. and effective
date November 30, 2012 (the "Feasibility Study") (ii) a letter from
the Idaho Department of Lands dated December 7, 2012 confirming the
permitting application had been accepted and (iii) various
supporting documents (the "Permit"). Pursuant to a January 18,
2013, letter, the Exchange accepted the above documents for filing
which allowed I-Minerals to issue the 1.3 million shares to satisfy
the IIM Agreement (the "Consideration Shares").
Accordingly, on January 22, 2013 I-Minerals delivered to IIM 1.3
million shares together with the Feasibility Study, the Permit and
supporting documentation including the Mining and Reclamation Plan
Idaho Department of Lands Mineral Lease 9276 Bovill Kaolin Project
June 15, 2012 (revised August 9, 2012) and the United States
Environmental Protection Agency (EPA), National Pollutant Discharge
Elimination System (NPDES), Multi-Sector General Permit for
Stormwater Discharges Associated with Industrial Activity,
Authorization to Discharge, Sector J, Mineral Mining and Dressing
per the Storm Water Prevention Plan for Bovill Kaolin Project
(August 2010 version 1.) together with a covering letter noting
these shares represented final consideration pursuant to the IIM
Agreement.
Lemke and Thomson are attempting to exercise derivative rights
and return the Consideration Shares not permissible pursuant to the
"Accord and Satisfaction" between the parties and well outside the
bounds of the timeframe stipulated in the IIM agreement for raising
such issues. Thomson and Lemke allege they were deceitfully induced
into signing the Fourth Amendment to the IIM Agreement, but the
Fourth Amendment does not affect the previously agreed-upon "Accord
and Satisfaction." Importantly, it is the understanding of
I-Minerals that Thomson and Lemke, minority shareholders of IIM,
are taking such actions without soliciting the opinion of the
majority of the interests in IIM. In attempting to return the
Consideration Shares without a mandate of the majority of the
members of IIM to do so Thomson may have breached his duty as
registered agent of IIM and accordingly has been removed from such
role, per the records of the Idaho Secretary of State. Thomson and
Lemke are seeking specific performance in the return of the Helmer
Bovill property. However, a preliminary review by I-Minerals'
counsel can find no basis for a derivative rights action and the
Company steadfastly denies any deceitful inducement to enter into
the IIM Agreement. Accordingly I-Minerals intends to vigorously
defend the action brought forward as it believes the action to be
completely and wholly without merit; it also intends to seek all
damages possible from Hoodoo Resources and the Brent Thomson Family
Trust.
About I-Minerals
I-Minerals is developing multiple deposits of high purity-high
value halloysite, quartz, potassium feldspar and kaolin at its
strategically located Helmer-Bovill property in western Idaho. A
2013 Prefeasibility Study completed by SRK Consulting (USA) Inc.
highlights the potential of the Helmer-Bovill property: after tax
NPV6 of $150 million; 28% IRR; 3 year payback and $67 million
initial CAPEX; $84 million CAPEX including life of mine sustaining
capital over the 26 year mine life. Ongoing development work is
focused on upgrading the probable reserve to a proven reserve as
the Company moves through the feasibility process towards
production.
I-Minerals Inc.
Thomas M. Conway, President & CEO
This News Release includes certain "forward looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995. Without limitation, statements
regarding potential mineralization and resources, exploration
results, and future plans and objectives of the Company are forward
looking statements that involve various risks. Actual results could
differ materially from those projected as a result of the following
factors, among others: changes in the world wide price of mineral
market conditions, risks inherent in mineral exploration, risk
associated with development, construction and mining operations,
the uncertainty of future profitability and uncertainty of access
to additional capital.
NEITHER THE TSX-VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
TSX-VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS NEWS RELEASE.
I-Minerals Inc.Barry Girling877-303-6573 or
604-303-6573604-684-0642info@imineralsinc.comwww.imineralsinc.com
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