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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

 FirstName LastNameMatthew Anderson
 Comapany NameI-Minerals Inc.
 January 18, 2023 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Charles Hethey