Attached files
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| EX-99.1 - INFRASTRUCTURE MATERIALS CORP. | v213148_ex99-1.htm |
| EX-10.1 - INFRASTRUCTURE MATERIALS CORP. | v213148_ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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February 25, 2011
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000-52641
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Date of Report (Date of earliest event reported)
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Commission File Number
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INFRASTRUCTURE MATERIALS CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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98-0492752
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification Number)
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1135 Terminal Way, Suite 207B
Reno, NV 89502 USA
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(Address of Principal Executive Offices) (Zip Code)
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775-322-4448
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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On February 25, 2011 Infrastructure Materials Corp. (the “Company”), through its wholly-owned subsidiary Silver Reserve Corp. (“SRC”), entered into an option and joint venture agreement (the “Option Agreement”) with International Millennium Mining Inc. (“IMMI”), a wholly-owned subsidiary of International Millennium Mining Corp. (“IMMC”) to sell an 85% interest in SRC’s NL Extension Project Claim Group (the “NL Project”) for total consideration of $350,000 and 1,925,000 shares of IMMC’s common stock (the “Consideration”). The NL Project consists of 18 mineral claims located in Esmeralda County, Nevada,
approximately 6 miles southwest of Silver Peak, Nevada on Highway 47. The Option Agreement was preceded by a Letter of Intent between SRC and IMMI that was signed in October of 2010.
Under the terms of the Option Agreement, the Consideration is payable over a five-year period that ends on September 15, 2015, with IMMI’s interest in the NL Project vesting at the end of such period. If the NL Project is determined to be economically feasible, based upon criteria contained in the Option Agreement, SRC will be required to fund its portion of an operating budget proposed by IMMI in order to retain its 15% interest in the NL Project and to acquire a 15% interest in IMMI’s Nivloc Mine Project. In the event that SRC decides not to fund its portion of the budget, its 15% interest would be forfeited, but SRC would be
entitled to a 2% net smelter return royalty if and when the IMMI Project enters the production phase.
Upon funding of the operating budget and SRC’s acquisition of a 15% interest in the IMMI Project, the parties would enter into a joint venture agreement (the “JV Agreement”) between SRC and IMMI. The form of the JV Agreement will be negotiated during the 90-day period following the execution of the Option Agreement.
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Item 9.01
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Financial Statements and Exhibits
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(a)
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Financial Statements of Business Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information.
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Not applicable.
Not applicable.
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(d)
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Exhibits.
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10.1
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Option and Joint Venture Agreement between Silver Reserve Corp. and International Millennium Mining Inc. dated February 25, 2011
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99.1
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Press Release dated February 28, 2011 entitled, “Company Sells Interest in Silver Project”
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INFRASTRUCTURE MATERIALS CORP.
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March 1, 2011
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/s/ Anne Macko
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Name:
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Anne Macko
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Title:
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Secretary
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