The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

This Agreement may be amended pursuant to a written instrument by mutual consent of the parties.

Confidentiality of this Agreement. The Parties, for themselves, their agents, members, owners, officers, directors, employees affiliates and representatives, agree not to divulge, reveal to or discuss with anyone or provide any materials or documents concerning any of the terms of this Agreement or the content of the discussions and negotiations leading to the execution of this Agreement, except as follows: # upon receipt of a valid court order, # as reasonably necessary to their respective attorneys, lenders, accountants, tax advisors, financial planners, and financial managers, and then only if such persons are expressly made aware of this confidentiality provision and agree to be bound hereby, # to each Party’s respective owners, members, employees, officers, directors, and/or family members, and then only if such persons are expressly made aware of this confidentiality provision and agree to be bound hereby, or # as otherwise required by law. Without limiting the foregoing in any way, the Parties acknowledge and agree that I-Minerals, as a publicly traded company, may be required to disclose certain provisions of this Agreement to current, future and potential investors and lenders, in public filings, and/or in corporate disclosures (“I-Minerals’ Required Disclosures”). The Parties hereto agree that this confidentiality provision will not apply to I-Minerals’ Required Disclosures; provided, however, that I-Minerals first has the I-Minerals’ Required Disclosures vetted and approved by I- Minerals’ own securities’ counsel.

Registration of this Agreement. To the extent, if any, that either Party concludes in good faith and acting reasonably that it or the other Party is required to file or register this Agreement or a notification thereof with any Governmental Authority, such Party shall inform the other Party thereof. If both Parties jointly agree that either Party is required to submit or obtain any such filing, registration or notification, they shall cooperate in such filing, registration or notification and shall execute all documents reasonably required in connection therewith. In such filing, registration or notification, the Parties shall request confidential treatment of sensitive provisions of this Agreement, to the extent permitted by Applicable Law. The Parties shall promptly inform each other as to the activities or inquiries of any such Governmental Authority relating to this Agreement, and shall reasonably cooperate to respond to any request for further information therefrom on a timely basis.

Term of this Agreement. Subject to Section 4 below, the initial term of this Agreement (the “Initial Term”) shall be for a period commencing on the Effective Date and ending on December 31, 2017; provided at the end of the Initial Term, the term will automatically renew for successive one (1) year periods (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”) unless either party delivers written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current initial Term or Renewal Term.

Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

This Settlement Agreement is the product of negotiations among the Parties, and the enforcement or interpretation of this Settlement Agreement is to be interpreted in a neutral manner and in accordance with section 102 of the Bankruptcy Code; and any presumption with regard to interpretation for or against any Party by reason of that Party (or its counsel) having drafted or caused to be drafted this Settlement Agreement or any portion of this Settlement Agreement, shall not be effective in regard to the interpretation of this Settlement Agreement.

Interpretation. The Committee shall have the authority to interpret and construe all provisions of this Agreement, and any such interpretation or construction, and any other determination contemplated to be made under the Plan or this Agreement, by the Committee shall be final, binding and conclusive, absent manifest error.

Interpretation. Every provision of this Agreement is the result of full negotiations between the parties, both of whom have either been represented by counsel throughout or otherwise been given an opportunity to seek the aid of counsel. Each party hereto further agrees and acknowledges that it is sophisticated in legal affairs and has reviewed this Agreement in detail. Accordingly, no provision of this Agreement shall be construed in favor of or against any of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof. Captions and headings of sections contained in this Agreement are for convenience only and shall not control the meaning, effect, or construction of this Agreement. Time periods used in this Agreement shall mean calendar periods unless otherwise expressly indicated.

Interpretation. Whenever the context requires, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references to “Party” and “Parties” shall be deemed references to the parties to this Agreement unless the context shall otherwise require. Except as specifically otherwise provided in this Agreement, a reference to an Article, Section or Exhibit is a reference to an Article, Section or Exhibit of this Agreement, and the terms “hereof,” “herein,” and other like terms refer to this Agreement as a whole, including the Exhibits. The term “or” is used in its inclusive sense (“and/or”). The terms “Dollars” and “$” shall mean United States Dollars.