INFRASTRUCTURE MATERIALS CORP. - FORM 10-K

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - INFRASTRUCTURE MATERIALS CORP.	exhibit31-1.htm
EX-23.1 - EXHIBIT 23.1 - INFRASTRUCTURE MATERIALS CORP.	exhibit23-1.htm
EX-32.1 - EXHIBIT 32.1 - INFRASTRUCTURE MATERIALS CORP.	exhibit32-1.htm
EX-31.2 - EXHIBIT 31.2 - INFRASTRUCTURE MATERIALS CORP.	exhibit31-2.htm
EX-21.1 - EXHIBIT 21.1 - INFRASTRUCTURE MATERIALS CORP.	exhibit21-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark one)

[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year June 30, 2015,

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

000-52641
Commission File Number

INFRASTRUCTURE MATERIALS CORP.
(Exact name of registrant as specified in its charter)

Delaware	98-0492752
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification Number)
organization)

1135 Terminal Way, Suite 106
Reno, NV 89502 USA
(Address of Principal Executive Offices) (Zip Code)

775-322-4448
(Registrant’s telephone number, including area code)

With a copy to:
Jonathan H. Gardner
Kavinoky Cook LLP
726 Exchange St., Suite 800
Buffalo, NY 14210

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities Act
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Rule 13 or Section 15(d) of the Act
Yes [ ] No [X]

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant Rule 405 of Regulation S-T (s 220.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.
Yes [X ] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer or a smaller reporter.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No

The issuer had no revenue during the year ended June 30, 2015.

The aggregate market value of the Common Stock held by non-affiliates of the issuer, as of December 31, 2014, was approximately $546,971 based upon a share valuation of $0.009 per share. This share valuation is based upon the closing price of the Company’s shares as of December 23, 2013 (the date of the last sale of the Company’s shares closest to the end of the Company’s second fiscal quarter). For purposes of this disclosure, shares of Common Stock held by persons who the issuer believes beneficially own more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the issuer have been excluded because such persons may be deemed to be affiliates of the issuer.

As of August 31, 2015, 138,304,619 shares of the issuer’s Common Stock were outstanding.

Transitional Small Business Disclosure
Yes [ ] No [X]

TABLE OF CONTENTS

Page Sequencing
Part I
		Page
Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 2.	Properties	8
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosure	23
Part II
Item 5.	Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	26
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Change in and Disagreements With Accountants on Accounting and Financial Disclosure	36
Item 9A.	Controls and Procedures	36
Item 9B.	Other Information	37
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	38
Item 11.	Executive Compensation	42
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	45
Item 13.	Certain Relationships and Related Transactions, and Director Independence	47
Item 14.	Principal Accountant Fees and Services	47
Part IV
Item 15.	Exhibits, Financial Statement Schedules	48

Part I

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which include, without limitation, statements about our explorations, development, efforts to raise capital, expected financial performance and other aspects of our business identified in this Annual Report, as well as other reports that we file from time to time with the Securities and Exchange Commission. Any statements about our business, financial results, financial condition and operations contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “expects,” “intends,” “projects,” or similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including, but not limited to, the risk factors described in the section entitled “RISK FACTORS” and elsewhere in this report. We undertake no obligation to update publicly any forward-looking statements for any reason, except as required by law, even as new information becomes available or other events occur in the future. Although we believe that the expectations reflected in these forward looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward looking statements.

Item 1. Business.

Our name is Infrastructure Materials Corp. and we sometimes refer to ourselves in this report as “Infrastructure Materials” or “Infrastructure,” the “Company” or as “we,” “our,” or “us.” We are engaged in the exploration and development, if warranted, of precious metal projects located in the State of Nevada, and of cement grade limestone projects also located in Nevada. As of the date of this report, we hold 341 unpatented lode mineral claims and six mill site claims on land owned or controlled by the United States Department of Interior’s Bureau of Land Management (the “BLM”). The Company also holds mineral rights or surface rights for 380 net acres and holds interests in 17 patented claims and 3 leased patented claims. Our claims cover 12 projects in Nevada. We also own a milling facility located on six BLM mill site claims in Nevada. Our efforts going forward generally are focused on providing liquidity to cover our ongoing operating expenses as a reporting company in the United States and Canada. We continue to gather data and evaluate our precious metal and limestone projects to the extent that our resources permit, while considering our options.

Infrastructure has three wholly owned subsidiaries. They are (a) Silver Reserve Corp., a Delaware corporation (“Silver Reserve” or “SRC”) that holds title to our precious metal claims and leases, (b) Infrastructure Materials Corp US, a Nevada corporation (“IMC US”) that holds title to our limestone related claims and leases, and (c) Canadian Infrastructure Corp., an Alberta, Canada corporation (“CIC”). The following diagram illustrates our corporate structure.

Our head office is at 1135 Terminal Way, Suite 106, Reno, Nevada 89502 and our administrative office is also at this address. Our telephone number is 775-322-4448. We have two employees, primarily using consultants and contract personnel to perform various professional and technical services, including but not limited to management functions, drilling, construction, site surveillance, environmental assessment, and field and on-site production operating services.

Item 1A. Risk Factors

The following are certain risk factors that could affect our business, financial condition, operating results and cash flows. These risk factors should be considered in connection with evaluating the forward-looking statements because they could cause actual results to differ materially from those expressed in any forward-looking statement. The risk factors highlighted below are not the only ones we face. If any of these events actually occur, our business, financial condition, operating results or cash flows could be negatively affected.

1.	THE COMPANY HAS NO SOURCE OF OPERATING REVENUE AND EXPECTS TO INCUR SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING COMPANY, IF IT IS ABLE TO ESTABLISH AN OPERATING COMPANY AT ALL.

	Currently, the Company has no source of revenue, limited working capital and no commitments to obtain additional financing. The Company will require additional working capital to carry out its exploration programs and to continue its business. The Company has no operating history upon which an evaluation of its future success or failure can be made. The ability to achieve and maintain profitability and positive cash flow is dependent upon:

	—	further exploration of our properties and the results of that exploration.

	—	raising the capital necessary to conduct this exploration and preserve the Company’s Properties.

	—	raising capital to develop our properties, establish a mining operation, and operate this mine in a profitable manner if any of these activities are warranted by the results of our exploration programs and a feasibility study.

Because the Company has no operating revenue, it expects to incur operating losses in future periods as it continues to spend funds to operate its business and explore its properties. Failure to raise the necessary capital to continue operations and exploration could cause the Company to go out of business.

2.	WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER EXPLORATION

	We will require significant additional financing in order to resume our exploration activities and our assessment of the commercial viability of our properties. There can be no assurance that we will be successful in our efforts to raise these required funds, or on terms satisfactory to us. If we are unable to obtain additional financing, we will be unable to continue our operations.

3.	WE HAVE RECEIVED A “GOING CONCERN” COMMENT FROM OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, WHICH MAY NEGATIVELY IMPACT OUR BUSINESS.

	Due to the fact that we are an exploration stage company and have no established source of revenues, the report from Schwartz Levitsky Feldman LLP, our independent registered public accounting firm, regarding our consolidated financial statements for the fiscal year ended June 30, 2015, includes an explanatory paragraph stating that the financial statements were prepared assuming we will continue as a going concern. The existence of the “going concern” comment in our auditor’s report may make it more difficult for us to obtain additional financing. In the event that we are unable to raise additional capital, as to which there can be no assurance, we may be unable to continue our operations.

4.	WE HAVE NO RESERVES AND WE MAY FIND THAT OUR PROPERTIES ARE NOT COMMERCIALLY VIABLE

	Our properties do not contain reserves in accordance with the definitions adopted by the Securities and Exchange Commission, and there is no assurance that any exploration programs that we undertake will establish reserves. All of our mineral properties are in the exploration stage as opposed to the development stage and have no known body of economic mineralization. The known mineralization at these projects has not yet been determined, and may never be determined to be economic. We hope to conduct further exploration activities on our properties, which future exploration may include the completion of feasibility studies necessary to evaluate whether a commercially mineable mineral exists on any of our properties. There is a substantial risk that these exploration activities will not result in discoveries of commercially recoverable quantities of minerals. Any determination that our properties contain commercially recoverable quantities of minerals may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economic. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that our mineral properties can be commercially developed.

5.	WE HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE NO ASSURANCES WE WILL BE PROFITABLE IN THE FUTURE.

	We have a history of operating losses, expect to continue to incur losses, and may never be profitable. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred losses totalling $24,946,130 from inception to June 30, 2015, and incurred losses of $579,471 during the fiscal year ended June 30, 2015. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates.

6.	THE RISKS ASSOCIATED WITH EXPLORATION COULD CAUSE PERSONAL INJURY OR DEATH, ENVIRONMENTAL DAMAGE AND POSSIBLE LEGAL LIABILITY.

	We are not currently engaged in mining operations because we are in the exploration phase. However, our exploration operations could expose the Company to liability for personal injury or death, property damage or environmental damage. Although we carry property and liability insurance, cost effective insurance contains exclusions and limitations on coverage and may be unavailable in some circumstances.

7.	BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL EXPLORATION VENTURES AND CURRENT DETERIORATION IN EQUITY MARKETS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

	Investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. Our prospects are further complicated by a pronounced deterioration in equity markets and constriction in equity capital available to finance and maintain our exploration activities. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake and the difficult economy and market volatility that we are experiencing. Moreover, most exploration projects do not result in the discovery of commercially mineable deposits.

8.	OUR BUSINESS IS AFFECTED BY CHANGES IN COMMODITY PRICES.

	Our ability to raise capital and explore our properties and the future profitability of those operations is directly related to the market price of certain minerals such as silver and limestone as well as the price and availability of cement. The Company is negatively affected by the current decline in commodity prices.

9.	THERE ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR ABILITY TO SELL YOUR SHARES.

	Our common stock is considered a "penny stock" and the sale of our stock by you will be subject to the "penny stock rules" of the Securities and Exchange Commission. The penny stock rules require broker-dealers to take steps before making any penny stock trades in customer accounts. As a result, the market for our shares could be illiquid and there could be delays in the trading of our stock which would negatively affect your ability to sell your shares and could negatively affect the trading price of your shares.

10.	CURRENT LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE IMPACTS

	The capital and credit markets have been experiencing volatility and disruption. If the current levels of market disruption and volatility continue or worsen, there can be no assurance that the Company will not experience adverse effects, which may be material. These effects may include, but are not limited to, difficulties in raising additional capital or debt and a smaller pool of investors and funding sources. There is thus no assurance the Company will have access to the equity capital markets to obtain financing when necessary or desirable.

11.	WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

	We have never declared or paid a dividend on our common stock. We intend to retain earnings, if any, for use in the operation and expansion of our business and, therefore, do not anticipate paying any dividends in the foreseeable future.

Item 2. Properties

Description of Property held by Silver Reserve Corp. (“SRC”), a wholly owned subsidiary of Infrastructure Materials Corp.

Property Location and Description

The following is a map highlighting the counties in the State of Nevada where the properties held by SRC are located.

The following claim groups are described below: Clay Peters Claim Group, Silver Queen Claim Group, Klondyke Claim Group, Quailey Claim Group, NL Extension Claim Group, Dyer Claim Group, Blue Dick Claim Group, Santa Fe Claim Group, Pansy Lee Claim Group, Gold Point Claim Group and Red Rock Mill. These claims were originally acquired by the Company and assigned to SRC.

Mojave Property Purchase Agreement

On August 1, 2006, the Company entered into a property purchase agreement (the “Mojave Property Purchase Agreement”) with the Mojave Silver Company, Inc. to acquire a 100% interest in claims located in Esmeralda County and Mineral County, Nevada (as further described below) and known as the Silver Queen Claim Group, NL Extension Claim Group, Klondyke Claim Group, Dyer Claim Group, Blue Dick Claim Group, Clay Peters Claim Group, Santa Fe Claim Group, and Quailey Claim Group (collectively the “Mojave Claims”). The Mojave Claims were conveyed in exchange for 3,540,600 shares of the Company’s common stock, then valued at $885,150. All of the Mojave Claims were subsequently assigned to SRC.

Clay Peters Claim Group

The Clay Peters Claim Group consists of 61 unpatented, lode mineral claims located in Mineral County, Nevada, approximately 12 miles east of Mina, Nevada. Access is by dirt road. The elevations on the claim area range from 6,800 feet to 7,000 feet. The Clay Peters claims are located on the southernmost part of the Gabbs Valley Range. The workings on the property consist of numerous shafts and prospects. This claim group covers approximately 1,260 acres. Twenty claims were acquired pursuant to the Mojave Property Purchase Agreement. SRC has subsequently staked an additional 41 claims.

Geologic mapping completed in 2007 indicated strong NW/SE bearing mineralized trends running across the property. Subsequent mapping indicated new strong gold, silver and copper mineralization along NW/SE bearing structures.

In September and October of 2012, the Company completed approximately 2,300 meters of drilling in 19 reverse circulation holes. In January 2013, the Company retained Zonge International Inc. of Reno, Nevada (“Zonge”) to perform a ground magnetic survey at the Clay Peters project covering a total area measuring 3,450 meters by 4,500 meters with 150 meter spacing between 18 east-west lines for a total of approximately 62.1 line-km of survey coverage. In July 2013 the Company announced that Zonge had completed an Induced Polarization/Resistivity geophysical orientation survey program to further define the geophysical features and identify drilling targets. The Company also conducted a 7,000 ft reverse circulation drill program in the Fall of 2013.

The 61 Clay Peters lode mineral claims are identified in the BLM records by Nevada Mining Claim (“NMC”) numbers: 871217 through 871223, 871229 through 871240, 871244, 964722 through 964724, 964732, 964733, 1038681 through 1038684, 1070163, 1070164, 1070166, 1070167, 1070170 through 1070176, 1070180, 1070181, 1070186, 1070187, 1070190 through 1070192, 1071459, 1071460, 1071463, 1071464, 1085688 through 1085691, 1085708, 1085709, 1088297 through 1088299 and 1100305.

Subsequent to the period covered by this report, the Company elected to retain 60 of 61 mineral claims and drop one claim in this claim group.

SRC is the registered holder of these unpatented, lode mineral claims. There are no underlying agreements or royalty interests of third parties that pertain to these claims. SRC will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $155 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

On May 16, 2014, SRC completed the purchase of three patented claims covering approximately 59 acres (the “Property”) situated in Mineral County, Nevada. These claims are known as the claims named “Commodore,” “Thrush” and “George F.,” and are identified as Mineral County Parcel APN 009-170-04, PLSS T7N, R36E MDM Section 2 and 11, as Survey No. 2593 and recorded as Patent File No. 45651. The Property was acquired from Ralph L. Buhrman and Jacqueline Buhrman (together, the “Buhrmans”) for a total of $90,000 pursuant to an Exploration License with Option to Purchase (the “Buhrman Agreement”) dated as of May 15, 2012. Mineral production, if any, from the Property is subject to a 2% royalty payable to the Buhrmans based upon gross revenues less deductions as defined by the Buhrman Agreement. SRC has the exclusive right and option to purchase such royalty at any time for the sum of $1,000,000 less any payments previously made by SRC to the Buhrmans pursuant to such royalty.

In the past the Federal government permitted private parties to obtain title to a claim known as a “patented claim” if certain conditions were met. A patented mining claim arises where the Federal Government passes its title to the claimant, making it private land. A mineral patent gives the owner exclusive title to the mineral interests and title to the surface and other resources. Patents for claims are no longer issued. Unpatented lode mineral claims are created by physically inserting a stake in the ground at each corner of the claim and filing the location of the claim as so demarcated with a government BLM recording office. The rights associated with an unpatented claim are restricted to the extraction and development of mineral deposits. No land ownership is conveyed with an unpatented claim.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Silver Queen Claim Group

The Silver Queen Claim Group consists of 83 unpatented, lode mineral claims located in Esmeralda County, Nevada, approximately nine miles west of Silver Peak, Nevada on Highway 47. The claim area covers approximately 1,673 acres. The property is accessed by dirt roadways. Forty-six claims were acquired pursuant to the Mojave Property Purchase Agreement. SRC subsequently staked an additional 35 claims and also purchased two claims in 2008.

The claims are located in the Red Mountain District. The Silver Queen Claim Group covers a northwest trending group of silver deposits that include the Silver Queen and Mohawk mines. In 1920 a producing mine was constructed and production continued through the late 1950's at the Mohawk location.

In June 2008 four drill holes were completed to depths of 400 to 500 feet vertically in the Silver Queen area on surface anomalies noted during grid sampling. In July 2008 five holes were drilled to intercept unmined mineralized zones noted by a previous operator within the Mohawk workings.

SRC entered into an option agreement (the “MGold Agreement”) dated August 2011 with MGold Resources Inc. (“MGold”), pursuant to which MGold would have an option to earn a 50% interest in the Silver Queen Claim Group. In October 2011, MGold commenced drilling to test mineralization below the historical Mohawk mine workings. Five reverse circulation holes were drilled for a total of approximately 3,500 feet of vertical drilling. Two of the five holes were drilled to intercept the Silver Queen vein system and three of the holes were drilled to target surface silver anomalies. Effective April 2012 MGold elected to terminate the MGold Agreement and the Company retained its 100% interest in the Silver Queen Claim Group.

SRC is the registered holder of this claim group. There are no underlying agreements or royalty interests of third parties that pertain to these claims. SRC will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $155 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

The 83 Silver Queen lode mineral claims are identified in the BLM records by NMC numbers: 737071, 737072, 870453, 969847 through 969850, 870454 through 870456, 870460 through 870472, 870478 through 870486, 870500 through 870508, 870516 through 870523, 870533 through 870535, 966966, 966969 through 966972, 966979, 966982 through 966985, 966990 through 966998, 967003 through 967009, 969852, 969853, 986543, 1068562 and 1068563.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Klondyke Claim Group

The Klondyke Claim Group consists of 50 unpatented, lode mineral claims located in Esmeralda County, Nevada. The Klondyke Claim Group is accessible by road from Tonopah, Nevada. The property lies at elevations ranging from 5,400 feet to 5,908 feet. The claim group covers approximately 1,033 acres and is accessed by Nevada Route 93 and dirt road access. Thirteen claims were acquired pursuant to the Mojave Property Purchase Agreement. SRC subsequently staked an additional thirty-seven claims. This claim group also includes three owned patented claims and two leased patented claims covering a total of approximately 94 acres.

The Klondyke district, which was discovered in 1899, lies about 10 miles south of Tonopah, Nevada. Most of the deposits occur in veins within limestone carrying both silver and gold. The claim area hosts numerous prospects and mine shafts. The property geology was mapped at a scale of 1:12000 in 2007 and 5 separate sample grids were laid out and sampled to cover what appeared to be anomalous zones outlined during the mapping program.

Mapping and grid sampling to date indicate strong NE/SW bearing anomalous zones to the south of the old mine working where the structure runs NW/SE. Surface sampling in this zone carried grades as high as 42.3 oz silver and 0.1 oz gold per ton.

Grid sampling has identified a large gold-only anomalous zone in the southern portion of the property. A trenching program is recommended to expand this anomaly.

Five reverse circulation holes were drilled in the spring of 2012 for a total of approximately 1,600 feet. Four of the holes targeted an anomalous vein system in the northwest portion of the property and one hole was drilled on a gold surface anomaly in the southeast portion of the property.

The 50 Klondyke lode mineral claims are identified in the BLM records by NMC numbers: 867458, 867467 through 867469, 867471, 867478, 867480, 867482, 867484, 867490, 867492, 867494, 867496, 964638, 964641, 964642, 964644, 964646, 964648, 964650, 964656, 964665, 964667, 964682, 1039918, 1039919, 1039924, 1039928 through 1039931, 1039934 through 1039937, 1039966 through 1039972, 1039974 through 1039978 and 1039980 through 1039982.

SRC is the registered holder of these unpatented, lode mineral claims and the owned patented claims. There are no underlying agreements or royalty interests of third parties that pertain to these claims. SRC will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $155 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada and the patented claims are subject to County real estate taxes.

In September 2012 SRC purchased 3 patented claims covering approximately 60 acres. These claims are known as the claims named “Annex No. 1,” “Annex No. 2” and “Possibility,” and are identified as Esmeralda County Parcels APN 00-005-73, APN 00-005-74 & APN 00-005-76; PLSS T1N, R43E MDM Section 29 and 30, as Survey No. 4141 and recorded as Patent File No. 485355.

In addition, SRC leases two patented claims covering approximately 35 acres from Ovidia Harting (“Harting”) pursuant to an agreement (the “Lease Agreement”) dated May 30, 2008. The Lease Agreement has a renewable term of 10 years and permits SRC to explore the area covered by the patented claims. The Lease Agreement provides for annual payments of $1,000 per claim to Harting. The Lease Agreement also provides that SRC pay the real estate taxes imposed by Esmeralda County. These two patented claims are subject to a 3% net smelter return royalty to be calculated and paid to Harting within 45 days after the end of each calendar quarter. These claims are known as the claims named “President” and “Annex,” and are identified as Survey No. 4141 in Section 30, PLSS T1N, R43E, APN 000-005-75 and 005-005-79 of Esmeralda County. The Company may terminate this Lease Agreement at any time by giving 60 days notice in writing to Harting.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY

Quailey Claim Group

The Quailey Claim Group is located in Mineral County, Nevada, and consists of 17 unpatented, lode mineral claims covering approximately 351 acres. Four of the unpatented claims were acquired pursuant to the Mojave Property Purchase Agreement. SRC subsequently staked an additional 13 claims. The Quailey Claim Group also includes 11 owned patented claims and one leased patented claim, collectively covering approximately 212 acres.

The Quailey claims are located approximately 16 miles south-southeast from the town of Hawthorne, Nevada on the northwest side of the Excelsior Mountains and are accessible from Hawthorne via Nevada Route 359 and dirt roadways to the claim area. A number of dirt roads provide access to the main workings of the former mine. Most of the information for the Quailey Mine Project was obtained from a 1975 report by J. McLaren Forbes. The early work on the property was done in 1882 when copper ores with silver and gold values were mined and smelted on the property. Later, between 1907 and 1914, Excelsior Enterprises Inc. was active on the property. Just prior to this activity, a number of the claims were surveyed and patented. During the period 1975-76 the mine was rehabilitated. This work was done by Ladd Enterprises Inc. of Reno, Nevada.

Historical records indicate that an unknown amount of copper, gold and silver ores were mined from 4,000 feet of developed mine workings.

The 17 Quailey lode mineral claims are identified in the BLM records by NMC numbers: 916095, 916096, 916099, 916103, 935444 through 935446, 1070206 through 1070207, 1070210 through 1070212, 1070215 through 1070218 and 1070221.

SRC is the registered holder of these unpatented, lode mineral claims and the owned patented claims. There are no underlying agreements or royalty interests of third parties that pertain to these claims. SRC will remain as the record holder of the unpatented, lode mineral claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $155 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada and the patented claims are subject to County real estate taxes.

The 11 owned patented claims are identified below. The 10 owned patented claims listed below as Parcels 1, 2 and 3 were acquired pursuant to the Mojave Property Purchase Agreement. The owned patented claim listed below as Parcel 4 was purchased in July 2012.

Parcel 1: the claim named “Nevada” identified as Mineral County Parcel APN 009-200-11; PLSS T5N R31E MDM Sections 2 and 3, as Survey No. 3298 and recorded as Patent File No. 141100.

Parcel 2, which includes eight claims named “Butte,” “Central,” “Calumet,” “Red Bank,” “Bonanza,” “Great Eastern,” “Roosevelt” and “Bisbee” and identified as Mineral County Parcels APN 009-200-10 and APN 009-200-12; PLSS T5N R31E MDM Sections 1, 2, 3, 10 & 11, as Survey No. 3303 and recorded as Patent File No. 141941.

Parcel 3, which includes the Northeasterly 750 feet of the “San Juan” claim identified as Mineral County Parcel APN 009-200-05; PLSS T5N R31E MDM Section 2, as Survey No. 3303 and recorded as Patent File No. 141941.

Parcel 4, the claim named “Franklin-third” identified as Mineral County Parcel APN 009-200-09; PLSS T5N R31E MDM Section 1 & 2, as Survey No. 3303.

In addition, SRC entered into a mineral lease agreement effective February 29, 2012 (the “Gumaskas Agreement”) with Joseph W. Gumaskas (“Gumaskas”) to lease one patented claim covering approximately 10 acres (the “Claim”) in Mineral County, Nevada. The Claim is known as “San Juan SW 750 feet,” and is identified as Mineral County Parcel APN 009-200-02, PLSS T5N R31E MDM Section 2, as Survey No. 3303 and recorded as Patent File No. 463521. Unless terminated earlier by SRC, the term of the Gumaskas Agreement is ten years and will automatically renew on the same terms and conditions for additional five-year periods. The Gumaskas Agreement requires SRC to pay Gumaskas advance minimum royalty payments of $500 annually. In the event that the Claim becomes a producing claim, SRC will pay Gumaskas a 3% royalty based upon gross revenue less deductions as defined by the Gumaskas Agreement. SRC may terminate the Gumaskas Agreement at any time by giving 60 days’ notice in writing to Gumaskas.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

NL Extension Claim Group

The NL Extension Claim Group (the “NL Project”) consists of 18 unpatented, lode mineral claims located in Esmeralda County, Nevada, approximately 6.5 miles southwest of Silver Peak, Nevada on Highway 47. The claim group covers approximately 372 acres. Fifteen claims were acquired pursuant to the Mojave Property Purchase Agreement. SRC subsequently staked an additional three claims.

The NL Project is accessible along a dirt road 7 miles west of Silver Peak. Elevations on the property range from 5900 feet to 6400 feet. The NL Project lies on the eastern flank of Red Mountain and, with the Sixteen-to-One deposit, forms a mineralized zone which trends northwesterly. The veins trend northeasterly across the zone. The Nivloc Mine operated from 1937 to 1943. The Nivloc Mine is adjacent but not within the claim group held by the Company. The Nivloc mine encountered non-mineralized carbonates at around 900 feet and we assume that the reserves here are exhausted.

A 5-hole exploratory reverse circulation drill program was completed by SRC in January 2008. Hole NL5 intersected 30 feet with an average grade of 2.5 ounce silver and 0.033 ounce gold per ton. The hole also intersected a second 15-foot zone with five feet grading 21 ounces silver and an average grade of 8.5 ounce silver per ton but no gold. These intersections appear to be extension of the Nivloc veins 2800 feet east of the old mine workings. Hole NL3 also appeared to intercept the vein but was abandoned due to up-hole collapse. Two additional core holes were drilled to target the veins intersection in NL5 from different angles to verify if the original intercepts went through the vein.

SRC is the registered holder of this claim group. On February 25, 2011, 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 the NL Project for total consideration of $350,000 and 1,925,000 shares of IMMC’s common stock (the “Consideration”). 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 (the NL Project and the Nivloc Mine Project, collectively, the “IMMI 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, SRC and IMMI would enter into a joint venture agreement.

On March 5, 2013, SRC executed a Sale and Purchase Agreement (the “Sale Agreement”) with IMMI to sell to IMMI (1) all of SRC’s interest in the NL Project, and (2) all of its interest in the Option Agreement. Pursuant to the terms of the Sale Agreement, upon closing IMMI would pay SRC a purchase price of $425,000 and the Option Agreement would terminate. Also, upon closing of the Sale Agreement, SRC would transfer 100% of its interest in the NL Project to IMMI. The terms of the Sale Agreement provided that all Consideration paid by IMMI under the Option Agreement prior to closing would be retained by the Company. The closing date was scheduled to occur on or about April 30, 2013, and was extended several times. In connection with the closing date extensions, IMMI paid a 10% (ten percent) non-refundable deposit of $42,500 towards the purchase price. On October 4, 2013, SRC elected to terminate the Sale Agreement after IMMI failed to close the transaction as contemplated. Accordingly, the non-refundable deposit of $42,500 was forfeited by IMMI. The Option Agreement, as discussed above, remains in effect.

From late 2011 through 2012, IMMI conducted a drill program that consisted of 37 core holes, all directed at infilling an un-mined portion of the historical Nivloc Mine workings. Most of the holes were drilled from pads located on SRC’s claim NL6. According to information provided by IMMI, 33 of the drill holes intercepted the target zone and drill results indicated the existence of two vein structures, the Main Nivloc vein and an almost vertical splay vein.

Subject to the terms of the Option Agreement, SRC will remain as the record holder of the claims as long as all payments required by law to maintain the claims are made. These payments include an annual fee of $155 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

The 18 NL Project lode mineral claims are identified in the BLM records by NMC numbers: 867511 through 867525 and 964719 through 964721.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Dyer Claim Group

The Dyer Claim Group consists of 2 unpatented, lode mineral claims located in Esmeralda County, Nevada, approximately 5 miles east of the town of Dyer, Nevada on Highway 3A. The Dyer group of claims is accessible from the town of Dyer and cover approximately 41 acres. The Dyer district consists of several prospects and a few small mines that were operated by unknown operators. Phelps Dodge Corp briefly held claims in the area in the 1990’s. Mineralization consists of copper-gold in quartz veins within limestone rocks. Both of the claims were acquired pursuant to the Mojave Property Purchase Agreement.

The 2 Dyer lode mineral claims are identified in the BLM records by NMC numbers: 871092 and 871093.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Blue Dick Claim Group

The 13 Blue Dick claims are located in Esmeralda County, Nevada, in the SE part of the Palmetto Mining District and cover approximately 269 acres. The Blue Dick claims are accessible from the town of Lida, Nevada. All 13 unpatented, lode mineral claims were acquired pursuant to the Mojave Property Purchase Agreement. Production occurred prior to 1960 and the deposits contained silver, gold and lead and occur in veins, according to available public records. Most of these veins trend west or northwest. The claim area contains numerous prospects, tunnels, shafts and two small open pit mines. The Blue Dick mine has two shafts and two tunnels but no data is available.

Geologic mapping and sampling indicates complex low angle faulting traced from the historic underground mine workings along strike for a length of at least 3000 feet. Rock chip sampling underground carried grades of gold 1.3 opt and silver 69 opt.

The 13 Blue Dick lode mineral claims are identified in the BLM records by NMC numbers: 868274 through 868278 and 868284 through 868291.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Santa Fe Claim Group

The Santa Fe Claim Group consists of 14 unpatented, lode mineral claims located in Mineral County, Nevada, approximately five miles north of Luning, Nevada. This claim group covers approximately 289 acres. All fourteen claims were acquired pursuant to the Mojave Property Purchase Agreement. The Santa Fe claims are accessible from the town of Luning, Nevada.

The Santa Fe district is located in the Gabbs Valley Range northeast of Luning. The Santa Fe property was first located in 1879 and has produced silver and lead, according to public records. Workings consist of a 300 ft incline and several hundred feet of tunnels on different levels. Significant silver and gold values have been obtained from sampling on the vein systems warranting further exploration. The property was mapped in late 2007 and a follow up grid sampling program may be developed to define drill targets at a future date.

The 14 Santa Fe lode mineral claims are identified in the BLM records by NMC numbers: 868206 through 868210, 868215 through 868218 and 868224 through 868228.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Pansy Lee Claim Group

On August 1, 2006, the Company acquired the Pansy Lee Claims Group from Anglo Gold Mining Inc. in exchange for 1,850,000 shares of the Company’s common stock pursuant to an Asset Purchase Agreement dated August 1, 2006 (the “Pansy Lee Purchase Agreement”). Pursuant to the Pansy Lee Purchase Agreement, a 2% net smelter royalty pertains to 8 of the 30 claims in this group, identified as follows: NMC 879333 through 879335 and NMC 859406 through 895410. In the event that any one or more of the 8 claims becomes a producing claim, any revenue generated is subject to a 2% net smelter return royalty where net smelter returns are based upon gross revenue. Gross revenue would be calculated after commercial production commences and includes the aggregate of the following amounts: revenue received by the Company from arm’s length purchasers of all mineral products produced from the property, the fair market value of all products sold by the Company to persons not dealing with the Company at arm’s length and the Company’s share of the proceeds of insurance on products. From such revenue, the Company would be permitted to deduct: sales charges levied by any sales agent on the sale of products; transportation costs for products; all costs, expenses and charges of any nature whatsoever which are either paid or incurred by the Company in connection with the refinement and beneficiation of products after leaving the property and all insurance costs and taxes.

The Pansy Lee Claim Group currently consists of 12 unpatented, lode mineral claims located in Humboldt County, Nevada, approximately eight miles northwest of Winnemucca, Nevada. The claim group covers approximately 248 acres. The Pansy Lee claims are accessible by road from Winnemucca, Nevada. A graded dirt road runs northwesterly for a distance of 12 miles to the property which lies at elevations ranging from 4600 feet to 5200 feet.

A substantial amount of underground work has been done on the Pansy Lee Claims, as much as 910 feet below surface with over 6000 feet of horizontal tunneling on several levels. A mine was operated at the Pansy Lee claim site from 1937 to 1942. Further production occurred in 1964 and 1974. Work was undertaken again in 1981 and 1982 by Santa Fe Mining Company.

The Nevada Bureau of Mines Bulletin 59 (1964) reported the following production figures for this claim group:

Date	Action	Tons	Au	Ag
1936-37	Shipped	205	-	-
1939-40	Shipped	1,677	-	-
1939-42	Milled	39,598	0.134	11.5
1941	Shipped	407	0.385	32.5
Total		41,887

In March and April of 2008, SRC drilled three core holes and completed to depths of 800 feet on angle below the existing workings. It appears the 'Swede' vein was encountered in all three holes. Work to date indicates the mineralized zone should extend to depth and along strike on the 2 main veins in the mine. We believe further drilling of these extensions is warranted.

As described above, SRC holds this claim group subject to the 2% net smelter return royalty rights of Anglo Gold Mining Inc. SRC will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $155 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

The 12 Pansy Lee lode mineral claims are identified in the BLM records by NMC numbers: 879333, 859406, 879334, 859407, 879335, 859408 through 859412 and 859419 through 859420.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Gold Point Claim Group

On February 15, 2008, the Company entered into an agreement with Roger Hall, then an officer and director of the Company, to acquire 14 unpatented, lode mineral claims referred to as the Gold Point Claim Group in consideration of the sum of $5,000 dollars payable in cash and 175,000 common shares of the Company.

As of the date of this report, the Gold Point Claim Group consists of 3 unpatented lode mineral claims covering approximately 62 acres located in Nye County in the Gold Point District, about 10 miles north east of Current, Nevada off Nevada Route 6. Access is via Route 6 and along a dirt road for approximately two miles.

Mineralization from 0.5 to 10 ppm gold was noted in shaley rocks adjacent to substantial jasperoids on the property. The jasperoids found in Nevada are hard, dense purple-black rocks where silica solutions have replaced limestone.

The 3 Gold Point lode mineral claims are identified in the BLM records by NMC numbers: 975797, 975798 and 975800.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Red Rock Mill

On August 1, 2006, the Company entered into an agreement with International Energy Resources, Inc. (“IERI”) to purchase a mill building and related milling equipment located on 28 mill site claims near the town of Mina in Mineral County, Nevada. The mill building is a corrugated steel structure. The assets were conveyed in exchange for 6,975,000 Shares of the Company then valued at $1,743,750 pursuant to a property purchase agreement with IERI.

On August 1, 2006, the Company also purchased the refinery equipment from Nevada Refinery Inc. in exchange for 88,500 shares of common stock of the Company, then valued at $22,125. This equipment can be used to refine “doré” bars or smelt concentrate produced from the milling process. “Doré” bars are bars of precious metal, in this case silver and gold, poured from molten material recovered in the final processing of the mill.

The milling facility is a custom mill installation located on Highway 95 near the town of Mina, Nevada, approximately 185 miles southeast of Reno, Nevada. Access is via a dirt road east of Highway 95. The mill has operated under various configurations to meet specific requirements of prior operators. Ore from various sources has been custom milled and processed for the production of concentrate or doré bars.

The mill is nominally designed to process 200 tons of ore per day. Depending on the ore hardness, the crushing circuit will be able to process up to about 250 tons of ore per day. The flotation and leach sections are also capable of running at the 200 tons per day rate. However, other areas of the processing section do not appear to have sufficient capacity to sustain the mill’s nominal design rate and some additions may be required.

Beginning in 2007, the Company engaged a series of independent consulting companies to provide environmental consulting services to facilitate the regulatory permitting process for the milling facility. Although not yet complete, this permitting process is well advanced.

In August 2009, 22 of the 28 originally acquired mill site claims were abandoned. The Red Rock Mill claims currently include six unpatented, mill site claims covering approximately 30 acres.

Among the Company’s efforts to generate liquidity, we are seeking opportunities to monetize the Red Rock milling facility. At its current advanced permitting stage and given its components and processing capacities, we believe that we have the opportunity to either sell the mill or enter into leasing arrangements.

The 6 Red Rock Mill site claims are identified in the BLM records by NMC numbers: 417400 through 417403, 417406 and 417407.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Description of Property held by Infrastructure Materials Corp US (“IMC US”), a wholly owned subsidiary of Infrastructure Materials Corp.

The following claim groups and leased mineral rights are described below: The Blue Nose Claim Group and the Morgan Hill Claim Group.

Property Locations and Descriptions

The following is a map highlighting the counties in the States of Nevada where the properties held by IMC US are located.

Blue Nose Claim Group

The Blue Nose Claim Group consists of 40 unpatented, lode mineral claims located in Lincoln County, Nevada, west of Tule Desert, along the south edge of the Clover Mountains. The claim group is 8 miles east of the Union Pacific rail line in the Meadow Valley Wash. Access is via the graded Carp and Bunker Peak roads. The claim group covers approximately 826 acres of land managed by the BLM and was acquired as a result of IMC US locating and staking the claims.

In July 2010, the BLM approved the Company’s Plan of Operations for the Blue Nose Claim Group and the Company posted a reclamation bond in the amount of $240,805 (the “Reclamation Bond”) with the BLM in connection with the Blue Nose Claim Group. The Reclamation Bond backs the Company’s obligations under the Plan of Operations to restore the site and reclaim disturbance (if any) caused by the Company’s activities on the Blue Nose Claim Group. In December 2013, the Company submitted an application to withdraw its Plan of Operations and to seek a refund from the BLM of a portion of the Reclamation Bond. In January 2014, the application was approved and the Company received $219,205 from the BLM as a partial refund of the Reclamation Bond. Under the Plan of Operations, the Company drilled 28 reverse circulation holes to depths ranging between 150 and 900 feet for a total of approximately 17,000 feet. When combined with three earlier drill programs, a total of 63 reverse circulation holes approximately 30,000 feet have been completed at the Blue Nose Claim Group.

The Company engaged Mine Development Associates of Reno, Nevada (“MDA”) to assess the data from these drill programs. In a report dated January 5, 2011, MDA stated that two basic limestone units were defined by the drilling. The Lower White limestone unit appeared to contain few impurities and contains relatively high-grade calcium oxide (CaO). The Lower White unit is overlain by another limestone unit that is generally lower grade and contains more impurities. MDA’s report concluded that while further study is required to better define the extent and quality of the units, the Blue Nose Claim Group is estimated to contain significant levels of fairly high-grade limestone.

The 40 Blue Nose lode mineral claims are identified in the BLM records by NMC numbers: 1002040 through 1002045, 1002054 through 1002060, 1002068 through 1002075, 1002091 through 1002098, 1002114 through 1002121, 1002168, 1002188, and 1002208.

IMC US is the registered holder of this claim group. There are no underlying agreements or royalty interests of third parties that pertain to the above claims. IMC US will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $155 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Morgan Hill Claim Group

The Morgan Hill Claim Group consists of 28 unpatented, lode mineral claims located in Elko County, Nevada, approximately 20 miles west of the town of Wells, Nevada. The claims are situated about five miles north of Interstate 80 and the Union-Pacific rail line. The property is accessed via the I-80 River Ranch Exit. The Morgan Hill claims cover approximately 578 acres of land managed by the BLM. All 28 claims were acquired when the Company purchased IMC US in November 2008.

The Morgan Hill claims cover a northeast trending package of sediments which include a block of favorable massive limestone that has a 2.5 mile strike length. This limestone exceeds 250 feet in thickness. The claim area contains very significant amounts of fine grained limestone within the Devonian Devil’s Gate and Nevada Formations. The unit thickness appears to range up to 500 feet and has varying amounts of interbedded magnesium oxide. There is adjacent sandstone for a silica supply required for cement. Morgan Hill has topography conducive to open pit mining. Preliminary tonnage estimates are positive with little to no initial strip ratio. Area topography allows access to drill areas with a track mounted drill rig. The property lies within 5 miles of the railhead. It is believed to be situated to competitively reach markets in Salt Lake City, Reno, Southern Idaho and Northern California. We have completed a 24-hole drill program on the project identifying three separate cement grade limestone zones of indeterminate thickness. Further drilling will be required to verify the thickness and continuity of the cement and high calcium zones.

The 28 Morgan Hill lode mineral claims are identified in the BLM records by NMC numbers: 989053 through 989055, 989058 through 989070, 989074, 989091, 989098, 989099, 989103 through 989105, 989121 and 997416 through 997419.

IMC US is the registered holder of this claim group. There are no underlying agreements or royalty interests of third parties that pertain to the Morgan Hill claims. IMC US will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee to the BLM of $155 per claim. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

Included in the Morgan Hill Claim Group are two groups of mineral rights, the Perdriau Mineral Rights and the Hammond Mineral Rights.

Perdriau Mineral Rights

On November 30, 2009, IMC US entered into a Mineral Rights Agreement with Perdriau Investment Corp. (“Perdriau”) to purchase 50% of the mineral rights, including all easements, rights of way and appurtenant rights of any type that run with the mineral rights located in the section of Elko County, Nevada identified below (the “Perdriau Property”). The purchase price was $10 per net acre. IMC US purchased 340 net acres for a total purchase price of $3,400. Perdriau will be entitled to receive a royalty of $0.25 per ton for material mined and removed from the Perdriau Property. Material mined and stored on the Perdriau Property or adjacent property for reclamation purposes will not be subject to any royalty. Material removed from the Perdriau Property for the purposes of testing or bulk sampling, provided it does not exceed 50,000 tons, will also not be subject to any royalty. The royalty will be calculated and paid within 45 days after the end of each calendar quarter.

The following description of the Perdriau Property is based upon reference points used in the Public Land Survey System (the “PLSS”) that is maintained by the BLM. The Perdriau Property is located on The National Map at T37N, R58E Elko County, Nevada in the following sections:

Section 9	SW ¼	80 acres
Section 15	W1/2 W1/2	80 acres
Section 19	SE ¼	80 acres
Section 21	N1/2 NE1/4	20 acres
Section 21	SW ¼	80 acres

Total Net acres		340 acres

Hammond Mineral Rights Agreement

As of January 15, 2010, IMC US entered into a Mineral Rights Agreement with Eugene M. Hammond (the “Hammond Mineral Rights Agreement”) pursuant to which the Company purchased a 25% interest in any and all minerals extracted from the 160 acres covered by the Hammond Mineral Rights Agreement, as described below (the “Hammond Mineral Rights Property”). The purchase price was $400. In addition, the seller is entitled to receive a royalty of $0.125 per ton on material mined and removed from the Hammond Mineral Rights Property. The Hammond Mineral Rights Agreement does not cover petroleum. The Hammond Mineral Rights Property is located at the following PLSS coordinates: T37N, R58E, Section 17, SE ¼, Elko County, Nevada.

THERE ARE NO KNOWN “RESERVES” IN THIS CLAIM GROUP. OUR OPERATIONS WITH RESPECT TO THIS CLAIM GROUP ARE ENTIRELY EXPLORATORY.

Regulations Governing Mineral Exploration in Nevada

All mineral exploration in Nevada is subject to regulations that cover exploration work where the surface is disturbed, including air and water quality; waste management; protection of the environment, wildlife, archeological and historical sites; road building; plus other matters.

Mineral exploration in Nevada is subject to regulation by the Nevada Division of Environmental Protection’s Bureau of Mining Regulation and Reclamation (“BMRR”), and in some circumstances the local county where the claims are located.

All mineral exploration on federal lands in Nevada is carried out subject to regulations established by the BLM or the United States Department of Agriculture’s United States Forest Service, depending upon which agency manages the land where the exploration work is performed. Permits for exploration work on federal lands are issued and supervised by the respective agency. Notices of Intent and Plans of Operations must be submitted and approved. Before any drilling or trenching can occur on any claim group on public lands, the Company is required to post with the respective agency a bond that backs the Company’s obligations to restore the site and correct environmental damage, if any, caused by the Company’s activities.

Item 3. Legal Proceedings.

On April 23, 2013, the Company received a summons from the United States District Court, District of Nevada, naming the Company as a co-defendant in a lawsuit filed by the U.S. Attorney on behalf of the BLM seeking reimbursement for the cost of putting out a fire that occurred on May 8, 2008, and other non-quantified damages. The fire damaged approximately 451 acres of land administered by the BLM near Dayton, Nevada. The lawsuit alleged that the cost of putting out the fire was approximately $510,000. The Company denied any responsibility for the fire and notified its liability insurance carrier, which retained counsel to defend the Company. In July 2014, the parties to the lawsuit agreed to settle all relevant claims for $220,000, which is well below the limits of coverage provided by the Company’s liability insurance policy. The Company has accrued $5,000 for this claim, which is equal to the Company’s deductible on the relevant liability insurance policy.

Item 4. Mine Safety Disclosures

Not applicable.

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

As of August 31, 2015, there were 138,304,619 shares of common stock of the Company (a “Common Share” or “Common Shares”) outstanding, held by 626 shareholders of record.

Securities issued during the Year Ended June 30, 2013

There were no securities issued during this period.

Securities issued during the Year Ended June 30, 2014

On August 28, 2013, the Company completed a private placement (the “Private Placement”) of 33,333,333 Common Shares at a price of $0.014 (CDN$0.015) per share for gross proceeds of $474,203 (CDN$500,000). The Private Placement was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.

On October 8, 2013, the Company issued 6,035,800 Common Shares as full settlement of a debt conversion transaction (the “Conversion”) with Mont Strategies Inc. (“Mont Strategies”), a company that is owned and controlled by a member of the Company’s Board of Directors. Under the terms of the Conversion, the Company converted $293,000 of indebtedness owed by the Company to Mont Strategies (a related party) into 6,035,800 Common Shares at a conversion price of $0.0485 (CDN$0.05) per share. The Conversion was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.

Securities issued during the Year Ended June 30, 2015

There were no securities issued during this period.

Our common stock is traded on the Over the Counter Pink Sheets (the “OTC Pink”) sponsored by the National Association of Securities Dealers, Inc. under the symbol “IFAM”. The OTC Pink does not have any quantitative or qualitative standards such as those required for companies listed on the Nasdaq Small Cap Market or National Market System. Following the sale of our securities in Canada as discussed above, the Company's Common Shares were listed for trading on the TSX Venture Exchange (“TSX-V”) under the symbol “IFM.” The high and low sales prices of shares of our common stock during the fiscal years ended June 30, 2015 and June 30, 2014 are as follows:

	OTC Pink:		TSX-V:

Quarter ended	High	Low	High	Low

September 30, 2014	$0.0042	$0.0020	$0.0100	$0.0100

December 31, 2014	$0.0250	$0.0030	$0.0450	$0.0300

March 31, 2015	$0.0100	$0.0090	$0.0100	$0.0100

June 30, 2015	$0.0100	$0.0075	$0.0100	$0.0100

September 30, 2013	$0.0410	$0.0350	$0.0300	$0.0150

December 31, 2013	$0.0900	$0.0100	$0.0300	$0.0100

March 31, 2014	$0.0151	$0.0090	$0.0200	$0.0100

June 30, 2014	$0.0090	$0.0030	$0.0100	$0.0100

Stock Option Plan

In April 2006, the Board of Directors approved the Company’s 2006 Stock Option Plan, the purpose of which was to enhance the Company's stockholder value and financial performance by attracting, retaining and motivating the Company's officers, directors, key employees and consultants and to encourage stock ownership by such individuals by providing them with a means to acquire a proprietary interest in the Company's success through stock ownership.

Under the 2006 Stock Option Plan, officers, directors, employees and consultants who provide services to the Company could be granted options to acquire shares of the Company’s common stock at the fair market value of the stock on the date of grant. Options could have a term of up to 10 years. The total number of shares reserved for issuance under the 2006 Stock Option Plan was 5,000,000. At a meeting of shareholders held on July 29, 2011, the shareholders of the Company approved a new stock option plan as described below. No further options will be issued under the 2006 Stock Option Plan.

The Company held an annual meeting of shareholders on July 29, 2011. At the meeting, among other actions, the shareholders of the Company approved the amendment and restatement of the 2006 Stock Option Plan resulting in the Company’s Amended Stock Option Plan (the “Amended Plan”). The Amended Plan replaced the Company’s 2006 Stock Option Plan and no further options will be issued under the 2006 Stock Option Plan. The terms of the Amended Plan include, among others, that (a) officers, directors, employees and consultants who provide services to the Company may be granted options to acquire shares of the Company’s Common Shares at the fair market value of the stock on the date of grant, (b) options may have a term of up to 10 years, (c) the Company may issue options in a number up to a maximum of 10% of the outstanding Common Shares, and (d) outstanding stock options previously granted pursuant to the 2006 Stock Option Plan will remain in effect and be exercisable in accordance with, and be deemed to be issued under, the terms of the Amended Plan. It is expected that options issued pursuant to the Amended Plan will not be “qualified” options under the provisions of section 422 of the Internal Revenue Code of 1986, as amended from time to time. At the annual meeting of shareholders on July 16, 2013, the shareholders of the Company approved the Company’s 2013 Amended Stock Option Plan (the “Current Stock Option Plan”), which amends and restates in its entirety the 2011 Amended Plan. The Current Stock Option Plan effected minor technical clarifications to the 2011 Amended Plan and did not materially change its terms.

The following tables summarize the options outstanding as of June 30, 2015 and 2014, and the option activity for the years then ended:

			Remaining	Remaining
			contractual	contractual
		Option Price	life (in years)	life (in years)		Number of options:
Expiry Date		Per Share	2015	2014		2015		2014
Oct. 22, 2014	$	0.33	-	0.32		-		25,000
Apr. 25, 2015	$	0.23	-	0.83		-		50,000
Apr. 24, 2022	$	0.10	6.82	7.82		8,375,000		8,375,000
Oct. 7, 2022	$	0.10	7.28	8.28		125,000		125,000
June 5, 2023	$	0.10	7.94	8.94		125,000		125,000
Options outstanding at end of year						8,625,000		8,700,000
Weighted average exercise price at end of year					$	0.10	$	0.10
Weighted average remaining contractual life (in years)						6.84		7.78

	Number of options:
	2015		2014
Outstanding, beginning of year	8,700,000		8,775,000
Granted	-		-
Expired	(75,000	)	(75,000	)
Exercised	-		-
Forfeited	-		-
Cancelled	-		-
Outstanding, end of year	8,625,000		8,700,000
Exercisable, end of year	8,625,000		8,700,000

Item 6. Selected Financial Data

Not applicable

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section should be read in conjunction with the accompanying financial statements and notes included in this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Discussion of Operations & Financial Condition
Twelve months ended June 30, 2015

The Company has no source of revenue and we continue to operate at a loss. We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter. As of June 30, 2015, we had accumulated losses of $24,946,130 (June 30, 2014 - $24,366,659). Our ability to emerge from the exploration stage or even continue doing business is dependent upon our raising additional equity financing or liquidating assets.

As described in greater detail in this Annual Report on Form 10-K, the Company’s major financial endeavor over the years has been its effort to raise capital to pursue its exploration activities. These efforts, as well as other efforts to generate cash to cover our ongoing operating expenses as a reporting company in the United States and Canada, continue to be our priority. We will require additional capital or other liquidity to maintain our operations and implement further exploration. We have limited cash to fund operations and have taken steps to reduce our operating costs. Management is actively pursuing all of its options to address the Company’s operating capital requirements.

In March 2015 the Company entered into a Standby Support Agreement (the “Agreement”) with Mont Strategies Inc., a company that is owned and controlled by a member of the Company’s Board of Directors. Pursuant to the Agreement, Mont Strategies Inc. may, but is not obligated to, provide funding to the Company to maintain operations. The Agreement has a two-year term and contemplates funding backed by demand promissory notes bearing interest at a rate of four percent (4%) per annum.

Given the present unfavorable climate for raising capital for mineral exploration, the Company has halted its exploration efforts but will continue to maintain its mineral interests and milling facility. Exploration of the Company’s precious metals properties held by our wholly owned subsidiary, Silver Reserve Corp. (“SRC”), was most recently focused on the Clay Peters Project. Management believes that the Clay Peters Project, as well as the Silver Queen and Klondyke Projects, currently provide the best opportunity for development of resources that could go to production. In the event that adequate working capital was to be generated, the Company expects that it would focus its exploration activities on these projects. The Company is also considering third-party arrangements including joint venture opportunities to further explore and develop, if warranted, these properties.

The Company also continues to look for joint venture opportunities to develop mineral deposits of other commodities in high demand or which we anticipate will be in high demand in the future. We continue to believe that the United States federal government will embark on major infrastructure expenditures in the next 10 years. Though we have been disappointed that these investments have not come sooner, when significant infrastructure investment does occur, we believe it will create a demand for cement that will exceed the current sources of supply in certain areas of the United States. Because cement is made from limestone, we believe our Blue Nose and Morgan Hill limestone projects provide significant potential for filling an anticipated increased demand for cement in the States of Nevada, California, Utah, Idaho and Arizona.

The Company is also looking for opportunities to monetize its Red Rock milling facility located on six mill site claims covering 30 acres of land in Mina, Nevada, as well as non-essential mineral projects. With the Red Rock mill at its current permitting stage and given its components and processing capacities, we believe that we have the potential to either sell the mill or enter into leasing arrangements. The Company intends to use any funds realized from these efforts towards meeting its operating overhead and further exploration of its mineral claims, if possible.

The consolidated financial statements include the accounts of the Company and its subsidiaries, IMC US, SRC and CIC. All material inter-company accounts and transactions have been eliminated.

SELECTED ANNUAL INFORMATION

		June 30, 2015			June 30, 2014

Revenues		Nil			Nil
Net (Loss)		($579,471	)		($1,031,244	)
Loss per share-basic and diluted	$	0.004		$	0.008
Total Assets	$	586,953		$	822,190
Total Liabilities	$	775,622		$	431,388
Cash dividends declared per share		Nil			Nil

Our total assets for the year ended June 30, 2015, include cash and cash equivalents of $5,666, investments of $57,128, prepaid expenses and other receivables of $14,810, restricted cash of $52,000, reclamation deposits of $21,600, and plant and equipment of $435,749, net of depreciation. Our total assets for the year ended June 30, 2014, include cash and cash equivalents of $162,847, investments of $44,325, prepaid expenses and other receivables of $15,109, restricted cash of $61,000, reclamation deposits of $21,600, and plant and equipment of $517,309, net of depreciation. Total assets decreased from $822,190 on June 30, 2014 to $586,953 on June 30, 2015. This decrease is the result of expenses incurred in the normal course of business and limited financing activities.

Net Loss

The Company’s expenses are reflected in the Statements of Operations under the category of Operating Expenses. To meet the criteria of United States generally accepted accounting principles (“GAAP”), all mineral property acquisition and exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized in accordance with Accounting Standards Codification (“ASC”) 805-20-55-37, previously referenced as the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force ("EITF") Issue 04-2. The Company assesses the carrying costs for impairment under ASC 930 at each fiscal quarter end. The Company has determined that, except for the amount capitalized as Mineral Property Interests for $514,525 pursuant to the acquisition of CIC, all property payments are impaired and accordingly the Company has written off the acquisition costs to project expenses. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. For the purpose of preparing financial information, all costs associated with a property that has the potential to add to the Company's proven and probable reserves are expensed until a final feasibility study demonstrating the existence of proven and probable reserve is completed. Except for the Mineral Property Interests discussed above, no costs have been capitalized in the periods covered by these financial statements. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. The previously capitalized Mineral Property Interests were written off as impaired costs in December 2012.

The following table sets forth the revenues and net loss (unaudited) of the Company for the quarter ended June 30, 2015, as well as the seven quarterly periods completed immediately prior thereto:

	For the		For the		For the		For the		For the		For the		For the		For the
	three months		three months		three months		three months		three months		three months		three months		three months
	ended		ended		ended		ended		ended		ended		ended		ended
	June		March		December		September		June		March		December		September
	2015		2015		2014		2014		2014		2014		2013		2013
	$		$		$		$		$		$		$		$

Revenues	Nil		Nil		Nil		Nil		Nil		Nil		Nil		Nil

Net Loss	(140,906	)	(134,201	)	(123,946	)	(180,418	)	(314,420	)	(162,934	)	(157,933	)	(395,957	)

Loss per Weighted Average Number of Shares Outstanding -Basic and Fully Diluted	(0.001	)	(0.001	)	(0.001	)	(0.001	)	(0.002	)	(0.001	)	(0.001	)	(0.004	)

The significant components of expense that have contributed to the total operating expenses are discussed as follows:

(a)

General and Administration Expenses

General and administration expenses represent professional, consulting, office and general and other miscellaneous costs incurred during the periods covered by this report. General and administration expenses for the year ended June 30, 2015 were $415,720, as compared with $531,972 for the year ended June 30, 2014. General and administration expenses represented approximately 73% of the total operating expenses for the year ended June 30, 2015, and 56% of the total operating expenses for the year ended June 30, 2014. General and administration expenses decreased by approximately $116,000 in the current year, compared to the prior year. Most of the decrease in this category of expense is due to reductions in employee compensation costs and stock based compensation costs.

(b)

Project Expenses

Project expenses include such costs as acquiring and maintaining claims, permitting processes, consultants, drilling, assaying and geologists. Project expenses for the year ended June 30, 2015 were $82,495 as compared with $326,373 for the year ended June 30, 2014. Project expenses decreased due to a curtailment in exploration activities as a result of overall diminishing working capital with most of the project expenses incurred to maintain the Company’s mineral interests and milling facility. Project expenses represented approximately 14% of the total operating expenses for the year ended June 30, 2015, and approximately 34% of the total operating expenses for the year ended June 30, 2014. Over 75% of net project expenses for the year ended June 30, 2015, related to acquisition, exploration and maintenance of the precious metal claims owned by the Company’s SRC subsidiary.

Liquidity and Capital Resources

The following table summarizes the Company’s cash flows and cash in hand:

		Year ended			Year ended
		June 30, 2015			June 30, 2014

Cash and cash equivalents	$	5,666		$	162,847
Working capital	$	(676,418	)	$	157,365
Cash (used) in operating activities	$	(508,081	)	$	(887,548	)
Cash provided by investing activities	$	89,900		$	328,205
Cash provided by financing activities	$	261,000		$	615,343

As of June 30, 2015, the Company had a working capital deficit of $676,418 as compared to working capital of $157,365 as of June 30, 2014. Working capital decreased as a result of the reclassification of deferred revenue from a non-current liability as of June 30, 2014, to a current liability as of June 30, 2015, and due to significant decreases in cash provided by both investing and financing activities offset only in part by a decrease in cash used in operating activities during the year ended June 30, 2015, as compared to the previous year.

Off-Balance Sheet Arrangement

The Company had no off-balance sheet arrangements as of June 30, 2015 and June 30, 2014.

Contractual Obligations and Commercial Commitments

On August 1, 2006, the Company acquired the Pansy Lee Claims Group from Anglo Gold Mining Inc. in exchange for 1,850,000 Common Shares pursuant to an Asset Purchase Agreement dated August 1, 2006 (the “Pansy Lee Purchase Agreement”). Pursuant to the Pansy Lee Purchase Agreement, a 2% net smelter royalty pertains to eight of the twelve claims in this group. In the event that any one or more of the eight claims becomes a producing claim, any revenue generated is subject to a 2% net smelter return royalty where net smelter returns are based upon gross revenue less deductions as provided in the Pansy Lee Purchase Agreement.

On May 30, 2008, the Company entered into an agreement (the “Harting Lease Agreement”) with Ovidia Harting (“Harting”) to lease two patented claims covering approximately 35 acres in Esmeralda County, Nevada. The Harting Lease Agreement has a renewable term of 10 years and permits the Company to explore the area covered by the patented claims. The Harting Lease Agreement provides for annual payments of $1,000 per claim to Harting and also requires that the Company pay the real estate taxes imposed by Esmeralda County on the property. In the event that one or both of these claims enters into production, any revenue generated is subject to a 3% net smelter return royalty to be calculated and paid to Harting within 45 days after the end of each calendar quarter. The Company may terminate the Harting Lease Agreement at any time by giving 60 days notice in writing to Harting.

On January 15, 2010, IMC US entered into a Mineral Rights Agreement with Eugene M. Hammond (the “Hammond Mineral Rights Agreement”) pursuant to which the Company purchased a 25% interest in any and all minerals extracted from 160 acres (the “Hammond Mineral Rights Property”) that is covered by the Hammond Mineral Rights Agreement. The purchase price was $400. In the event that the Hammond Mineral Rights Property becomes a producing property, Eugene M. Hammond is entitled to receive a royalty of $0.125 per ton on material mined and removed from the Hammond Mineral Rights Property. The Hammond Mineral Rights Agreement does not cover petroleum.

On February 25, 2011, SRC entered into an option and joint venture agreement (the “IMMI 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 (the “NL Project”) for total consideration of $350,000 cash 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. Under the terms of the IMMI 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. In the event of early termination, IMMI is not entitled to the return of Consideration previously paid to SRC. If the NL Project is determined to be economically feasible, based upon criteria contained in the IMMI 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 (the NL Project and the Nivloc Mine Project, collectively, the “IMMI 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, SRC and IMMI would enter into a joint venture agreement.

Effective February 29, 2012, SRC entered into a mineral lease agreement (the “Gumaskas Agreement”) with Joseph W Gumaskas (“Gumaskas”) to lease a patented claim covering approximately 10 acres (the “Claim”) in Mineral County, Nevada. Unless terminated earlier by SRC, the term of the Gumaskas Agreement is ten years and will automatically renew on the same terms and conditions for additional five-year periods. The Gumaskas Agreement requires SRC to pay Gumaskas advance minimum royalty payments of $500 annually. In the event that the Claim becomes a producing claim, SRC will pay Gumaskas a 3% royalty based upon gross revenue less deductions as permitted by the Gumaskas Agreement. SRC may terminate the Gumaskas Agreement at any time by giving 60 days advance written notice to Gumaskas.

Effective as of June 23, 2008, the Company appointed Mason Douglas as the President of the Company. Mr. Douglas is also a director of the Company. In connection with the appointment, the Company entered into a consulting services agreement with a Canadian corporation that is controlled by Mr. Douglas (the “Consulting Agreement”). The Consulting Agreement has a term of one year and is then automatically renewable. Either party may terminate the Consulting Agreement upon 90 days notice to the other party. According to the terms of the Consulting Agreement as amended effective March 1, 2012, the Company will pay a fee of $10,417 per month and reimburse related business expenses. The Consulting Agreement permits Mr. Douglas to fulfill his duties for the Company from his office in Canada. Mr. Douglas does not receive a salary from the Company. Effective October 1, 2012, the Company appointed Mr. Douglas to also serve as its Chief Executive Officer. In connection with this appointment, the Consulting Agreement was further amended to increase the consulting fee to $155,000 annually, payable in 12 equal monthly installments. By mutual agreement between the Company and Mr. Douglas, effective as of March 1, 2013, the consulting fee was changed to an annual rate of $93,000, payable in 12 equal monthly installments.

On April 23, 2013, the Company received a summons from the United States District Court, District of Nevada, naming the Company as a co-defendant in a lawsuit filed by the U.S. Attorney on behalf of the BLM seeking reimbursement for the cost of putting out a fire that occurred on May 8, 2008, and other non-quantified damages. The fire damaged approximately 451 acres of land administered by the BLM near Dayton, Nevada. The lawsuit alleged that the cost of putting out the fire was approximately $510,000. The Company denied any responsibility for the fire and notified its liability insurance carrier, which retained counsel to defend the Company. In July 2014, the Company, along with the other parties to the lawsuit, agreed to settle all relevant claims for $220,000, which is well below the limits of coverage provided by the Company’s liability insurance policy. The Company has accrued $5,000 for these claims, which is equal to the Company’s deductible on the relevant liability insurance policy.

On May 16, 2014, SRC completed the purchase of three patented claims covering approximately 59 acres (the “Property”) situated in Mineral County, Nevada, from Ralph L. Buhrman and Jacqueline Buhrman (together, the “Buhrmans”). The Property was acquired for a total of $90,000 pursuant to an Exploration License with Option to Purchase (the “Buhrman Agreement”) dated as of May 15, 2012. Mineral production from the Property is subject to a 2% royalty payable to the Buhrmans based upon gross revenues less deductions as defined by the Buhrman Agreement. SRC has the exclusive right and option to purchase such royalty at any time for the sum of $1,000,000 less any payments previously made by SRC to the Buhrmans pursuant to such royalty.

The Company has entered into operating leases for its office space and certain office furniture and equipment. Rent payments associated with those leases for the years ended June 30, 2015, and June 30, 2014, were $24,787 and $25,095, respectively. As of June 30, 2015, the Company’s estimated future minimum cash payments under non-cancelable operating leases for the year ending June 30, 2016, are $163.

Maintaining Claims in Good Standing

The Company is required to pay to the BLM on or before September 1^st of each year, a fee in the amount of $155 per mineral claim held by the Company. The total amount paid in August 2015, was $50,840 for 328 claims held by the Company at that date. The BLM fee for the 18 NL Project claims held by the Company was paid by IMMI pursuant to the IMMI Option Agreement described above.

The Company is also required to pay on or before November 1^st of each year, annual fees to counties in Nevada in which the claims are held. In October 2014, the Company paid $3,478 to six counties in Nevada for annual claims-related fees.

The Company also holds certain patented claims and leases other patented claims in Nevada. A patented claim is fee simple title to the property. Patented claims are subject to taxes assessed by the local community based on assessment rates set annually.

Cash Requirements

At June 30, 2015, the Company had cash and cash equivalents of $5,666, investments of $57,128 and prepaid expenses and other receivables of $14,810 for total current assets of $77,604.

Given the present unfavorable climate for raising capital for mineral exploration, the Company has halted its exploration efforts. The Company is investigating all of its options in light of current market conditions in the capital markets. During the twelve month period ending June 30, 2016, in addition to General and Administration Expenses, the Company expects to incur approximately $60,000 of Project Expenses, generally to maintain its mineral interests and milling facility. Our ability to incur Project Expenses is subject to our having adequate funds. The Company has no firm commitment for additional financing and will not be able to incur all of the Project and General and Administration Expenses planned in the next fiscal year unless additional capital is raised. In March 2015 the Company entered into a Standby Support Agreement (the “Agreement”) with Mont Strategies Inc., a company that is owned and controlled by a member of the Company’s Board of Directors. Pursuant to the Agreement, Mont Strategies Inc. may, but is not obligated to, provide funding to the Company to maintain operations. The Agreement has a two-year term and contemplates funding backed by demand promissory notes bearing interest at a rate of four percent (4%) per annum.

SUBSEQUENT EVENTS

The Company borrowed an additional $163,300 from Mont Strategies Inc. pursuant to the terms of the Standby Support Agreement.

Following a review of the Company’s mineral claims, the Company determined it was not in its best interest to retain one precious metals mineral claim held by SRC and, on August 28, 2015, elected to drop one of the 61 mineral claims of the Clay Peters Claim Group.

The Company received 350,000 shares of IMMC’s common stock on September 9, 2015, pursuant to the option agreement between SRC and IMMI, IMMC’s wholly owned subsidiary, as further described in Contractual Obligations and Commercial Commitments. IMMI has until October 17, 2015, to make the final payment of $100,000 that was due on September 15, 2015.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”). ASU 2013-04 addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. This ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 did not have a material impact on the financial statements of the Company.

In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”). ASU 2013-05 addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-05 did not have a material impact on the financial statements of the Company.

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”), whereby it amended its guidance related to the presentation of unrecognized tax benefits. The standard provides that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance is effective for annual reporting periods beginning on or after December 15, 2013, and interim periods within those annual periods. The guidance is to be applied prospectively to all unrecognized tax benefits that exist at the effective date. The adoption of ASU 2013-11 did not have a material impact on the financial statements of the Company.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements” (“ASU 2014-10”), which eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and changes in stockholders’ equity. The amendments in ASU 2014-10 are effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 early for the current period presented.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”), which includes amendments that change the requirements for reporting discontinued operations and require additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new standard is effective for the Company on July 1, 2015. Early application is permitted. The Company is evaluating the effect that ASU 2014-08 will have on its consolidated financial statements and related disclosures.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on July 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently assessing the impact of this guidance.

In January 2015, the FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”), which eliminates the concept of extraordinary items and the uncertainty in determining when an item is both unusual in nature and infrequent in occurrence. Presently, an event or transaction is presumed to be ordinary activity unless evidence clearly supports the transaction as unusual in nature and infrequent in occurrence. If an event or transaction is determined to be unusual and infrequent, it is deemed to be extraordinary, and is required to be segregated from the results of ordinary operations on the face of the income statement, net of tax, after income from continuing operations, along with other financial statement disclosures. ASU 2015-01 eliminates the concept of extraordinary items from the income statement presentation. Eliminating this concept removes the uncertainty in determining when a transaction is both unusual in nature and infrequent in occurrence. However, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 aligns U.S. GAAP with International Accounting Standard 1, which prohibits the presentation and disclosure of extraordinary items. ASU 2015-01 is effective for years beginning after December 15, 2015, with early adoption permitted. The Company is currently assessing the impact of this guidance.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, (“ASU 2015-02”) which eliminates the presumption that a general partner should consolidate a limited partnership. ASU 2015-02 also modifies the evaluation of whether limited partnerships are variable interest entities or voting interest entities and adds requirements that limited partnerships must meet to qualify as voting interest entities. This guidance is effective for public companies for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company is currently assessing the impact of this guidance.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability. ASU 2015-03 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted, and is to be applied on a retrospective basis. The Company is currently assessing the impact of this guidance.

In May 2015, the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). Under ASU 2015-07, investments for which the practical expedient is used to measure fair value at Net Asset Value (“NAV”) must be removed from the fair value hierarchy. Instead, those investments must be included as a reconciling line item so that the total fair value amount of investments in the disclosure is consistent with the amount in the balance sheet. Further, ASU 2015-07 requires entities to provide certain disclosures only for investments for which they elect to use the NAV practical expedient to determine fair value. ASU 2015-07 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company is currently assessing the impact of this guidance.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues and expenses during the reporting period and related disclosure of contingent assets and liabilities. These estimates are based on our best knowledge of current events and actions the Company may undertake in the future. On an ongoing basis, we evaluate our estimates and judgments. To the extent actual results differ from those estimates, our future results of operations may be affected.

Besides this critical accounting policy on use of estimates, we believe the following critical accounting policy affects the preparation of our financial statements.

Acquisition, Exploration and Evaluation Expenditures

The Company is an exploration stage company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition and exploration of mineral properties. Mineral property acquisition costs are initially capitalized in accordance with ASC 805-20-55-37, previously referenced as the FASB EITF Issue 04-2. The Company assesses the carrying costs for impairment under ASC 360 and evaluates its carrying value under ASC 930 at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized. The Company previously capitalized $514,525 as Mineral Property Interests, which were written off in December 2012 as impaired costs, and has written off all other property payments to project expenses as impaired costs. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. To date, mineral property exploration costs have been expensed as incurred. To date the Company has not established any proven or probable reserves on its mineral properties.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 8. Financial Statements and Supplementary Data

See the Company’s financial statements and the report of Schwartz Levitsky Feldman LLP following the signature page of this report, which are included as a part of this report.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Based on an evaluation, conducted by our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(e), they concluded that our disclosure controls and procedures were effective as of June 30, 2015, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are:

	1.	recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, and

	2.	accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that:

* Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

* Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

* Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.

Management believes that potential weaknesses in the Company’s internal controls may arise as a result of a lack of segregation of duties and the existence of related party transactions. Management has added compensating controls to address the lack of segregation of duties. In connection with related party transactions, management and the Board have required independent valuations prior to engaging in related party transactions that are not in the ordinary course of business. However, only one member of the Board, Joseph Montgomery, may be considered independent. Management has no evidence of any breakdown in its internal controls and continues to explore methods of reducing and minimizing the risk of a material misstatement in the Company’s financial statements.

Based on its assessment, management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting is effective based on the above criteria.

Changes in Internal Controls

During the quarter ended June 30, 2015, there have been no changes to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Audit Committee

The Audit Committee is comprised of three directors, Randal Ludwar, Brent Walter and Joseph Montgomery, and meets regularly with the Company’s Chief Financial Officer, Rakesh Malhotra. Mr. Montgomery does not receive any compensation from the Company and has no immediate family affiliation with other members of the Board or with members of management. As of the end of the period covered by this report, the Company believes Mr. Montgomery can be considered an independent director. The Audit Committee has reviewed the financial statements of the Company included with this report on Form 10-K for the year ended June 30, 2015.

Item 9B. Other Information

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The following individuals comprise the Company’s Board of Directors and executive officers as of June 30, 2015. Each director will serve until the next meeting of shareholders or until replaced.

Mason Douglas	President, CEO and Director
Randal Ludwar	Director and Corporate Secretary
Joseph Montgomery	Director and Chairman of the Board
Todd D. Montgomery	Director
Brent Walter	Director
Rakesh Malhotra	Chief Financial Officer

Mason Douglas - President, Chief Executive Officer and Director

Mr. Douglas is currently President, Chief Executive Officer and a Director of Infrastructure Materials Corp. Mr. Douglas received an MBA from the University of Saskatchewan in 2000. He received his Bachelor of Law (LL.B) from the University of Calgary in 2007. Mr. Douglas is presently an inactive member of the Law Society of Alberta. Between 2001 and 2004 Mr. Douglas was Vice President of Operations of Western Petrochemicals Corp., a privately owned oil development company. Between 2001 and 2006 he also was an independent consultant providing business plans, economic modeling and project management for a variety of mining projects. Mr. Douglas is currently serving as a Director of Canadian Platinum Corp. (TSX-V) and previously served as a Director of Anglo Canadian Oil Corp. (TSX-V). Mr. Douglas is 40 years old.

Randal Ludwar – Director and Corporate Secretary

Mr. Ludwar received a B.Sc. (1977) in Business Administration from Yale University. Mr. Ludwar has been a private consultant to the Montgomery Group of Companies for the past nineteen years. He previously served as Chief Financial Officer of the Company until 2009, as a Director of Canadian Platinum Corp. (TSX-V) and as a Director of McGregor Capital Corp. (TSX-V). Mr. Ludwar is 61 years old.

Joseph Montgomery - Chairman of the Board of Directors

Dr. Montgomery is a geological engineer. He holds a B.Sc. (1959) in Geology, a M.Sc. (1960) in Geology and a Ph.D. (1967) in Geology. Dr. Montgomery has been practicing since 1959 and maintains his professional status as a member of the Association of Professional Engineers and Earth Sciences of British Columbia. He is also a member of the advisory board of the Canadian Institute of Gemology and is currently serving as a Director of Almaden Minerals Ltd. (TSX). Dr. Montgomery has previously served as a Director of Cosigo Resources Ltd. (TSX-V). Dr. Montgomery is 87 years old.

Todd D. Montgomery – Director

Mr. Montgomery was the founder and former President of Anglo Potash Ltd. (TSX-V), a Canadian mining company, formerly Anglo Minerals Ltd. This company was purchased by BHP in 2008. In 1999, Mr. Montgomery founded and served as President and Chief Operating Officer of SynEnco Energy Inc., an oil sands development corporation. Mr. Montgomery has provided independent mining consulting services for a number of private and public corporations. Mr. Montgomery is also currently serving as President, CEO and a Director of Canadian Platinum Corp. (TSX-V). He has previously served as CEO and a Director of Anglo Canadian Oil Corp. (TSX-V), a Director, President, CEO and CFO of McGregor Capital Corp. (TSX-V), as CEO, President and a Director of Pacific Iron Ore Corporation (TSX-V), and as CEO of the Company until 2012. Mr. Montgomery is 49 years old.

Brent Walter - Director

Mr. Walter received a LL.B degree from the University of Saskatchewan in 1990. He is a lawyer with the firm, ProVenture Law LLP in Calgary, Alberta, and practices primarily in the areas of securities and corporate/commercial law. Mr. Walter currently serves as a director and officer of a number of public and private corporations, including Red Rock Energy Inc. (TSX-V) and Builder’s Capital Mortgage Corp. (TSX-V). During the five years preceding the period covered by this report, Mr. Walter was a Director of AgriTec Systems, Inc. (TSX-V), Anglo Canadian Oil Corp. (TSX-V), Pacific Iron Ore Corp. (TSX-V), Canadian Platinum Corp. (TSX-V) and McGregor Capital Corp. (TSX-V). He is a member of the Law Societies of Alberta and Saskatchewan (inactive). Mr. Walter is 49 years old.

Rakesh Malhotra - Chief Financial Officer

Mr. Malhotra is a United States certified public accountant and a Canadian chartered accountant with more than 25 years of experience in accounting and finance, including consolidations, treasury management and financial statement audits. Mr. Malhotra graduated with a Bachelor of Commerce (Honours) from the University of Delhi (India), worked for the accounting firm, A.F. Ferguson & Co. (KPMG correspondent), and obtained his CA designation in India. Having practiced as an accountant for over 10 years in New Delhi, he moved to the Middle East and worked for five years with the highly successful International Bahwan Group of Companies in a senior finance position. After that, Mr. Malhotra worked for a mid-sized chartered accounting firm in Toronto, Ontario performing audits of public companies, and has served as Vice President of Finance for a private group of service companies in Toronto for over five years. As of June 30, 2015, he was serving as CFO for Security Devices International Inc. (OTC Pink) and Yukon Gold Corp. (OTC Pink/TSX). He previously served as CFO for Pacific Copper Corp. (OTC Pink) and DynaCert Inc. (OTC Pink/TSX-V). Mr. Malhotra is 58 years old.

Reorganization of Officers and Directors

Not applicable.

Family Relationships

There are no family relationships between or among the directors or executive officers except for the following: Joseph Montgomery, Chairman of the Company’s Board of Directors, is a second-cousin to Todd D. Montgomery, also a member of the Company’s Board of Directors.

Involvement in Certain Legal Proceedings

During the past ten years none of the following events have occurred with respect to any of our directors or executive officers or any of the persons nominated by our board to become a director of the Company.

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. Engaging in any type of business practice; or

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the “SEC”) to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), requires the Company’s directors and officers, and persons who own more than 10% of the registered class of the Company’s equity securities (“Section 16 Persons”), to file with the SEC, initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Section 16 Persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they filed. Based on the Company’s review of the forms it has received, on reports filed by Section 16 Persons with the SEC and on the Company’s records, the Company believes that during the twelve month period ended June 30, 2015, the following reports were filed late:

Name	Form Type	Number of	Number of
		Forms	Transactions Reported

Todd D. Montgomery	Form 4	3	3

Code of Ethics

The Company adopted a formal written Code of Business Conduct & Ethics for all officers, directors and senior employees, available at:

http://www.infrastructurematerialscorp.com/Corporate_Profile/code_of_ethics.html

Item 11. Executive Compensation

Also see Item 13, Certain Relationships and Related Transactions, and Director Independence, regarding services provided by entities owned by some of our Officers and Directors. We have a stock option plan only, as described herein. Although we have no other retirement incentive, defined benefit, actuarial, pension or profit-sharing programs for the benefit of directors, officers or other employees, it is possible that we will adopt such a plan in the future.

(a) Compensation of Officers

The following table shows the compensation paid to the Company’s executive officers during the fiscal years ended June 30, 2015 and 2014:

SUMMARY COMPENSATION TABLE

Non-equity

Nonqualified

Year

Stock

Option

incentive plan

deferred

All other

Name and principal

Ended

Salary

Bonus

Awards

compensation

Total

position

June 30,

($)

earnings ($)

($)

Mason Douglas

2015

NIL

93,000

President, CEO and Director

2014

NIL

95,500

Rakesh Malhotra

2015

NIL

5,165

CFO

2014

NIL

5,808

Anne Macko (1)

2015

NIL

Corporate Secretary

2014

56,000

250

NIL

56,250

Jeanette Durbin (2)

2015

50,000

1,000

NIL

51,000

Corporate Secretary

2014

47,333

1,000

NIL

11,457

NIL

59,790

Randy Ludwar

2015

NIL

Corporate Secretary

2014

NIL

	(1)	On November 5, 2013, Ms. Macko resigned from her position as Corporate Secretary of the Company and on the same date, Ms. Durbin was appointed interim Corporate Secretary of the Company. Ms. Macko received $56,250 during the fiscal year ended June 30, 2014 for administrative services provided to the Company.

	(2)	On March 31, 2014, Ms. Durbin resigned from her interim position as Corporate Secretary of the Company and on the same date, Mr. Ludwar was appointed Corporate Secretary of the Company. Ms. Durbin received $51,000 during the fiscal year ended June 30, 2015, and $48,333 during the fiscal year ended June 30, 2014, for administrative services provided to the Company.

(b)	Long Term Incentive Plan (LTIP Awards)

The Company does not have a long term incentive plan, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities) was paid or distributed to any executive officers during the three most recent completed years.

(c)	Options and Stock Appreciation Rights (SARs)

The following table shows the stock options and stock appreciation rights, if any, granted to the Company’s executive officers as of June 30, 2015:

Equity

Incentive

plan

awards:

Market

Number

or payout

Equity

Market

value of

Incentive

Number

value of

unearned

plan

shares,

shares, or

awards:

of units

units or

Number of

or units

of stock

other

Securities

of stock

that

rights

underlying

Option

that

have

that have

unexercised

exercise

Option

have not

not

options (#)

unearned

price

expiration

vested

Name

Exercisable

Unexercisable

options (#)

($)

date

(#)

($)

(#)

($)

Mason Douglas

1,350,000

Nil

0.10

24-Apr-2022

Nil

Randal Ludwar (1)

600,000

Nil

0.10

24-Apr-2022

Nil

Anne Macko (1)

500,000

Nil

0.10

24-Apr-2022

Nil

Jeanette Durbin (1)

125,000

Nil

0.10

7-Oct-2022

Nil

125,000

Nil

0.10

5-Jun-2023

Rakesh Malhotra

425,000

Nil

0.10

24-Apr-2022

Nil

(1)

On November 5, 2013, Ms. Macko resigned from her position as Corporate Secretary of the Company and on the same date, Ms. Durbin was appointed interim Corporate Secretary of the Company. On March 31, 2014, Ms. Durbin resigned from her interim position as Corporate Secretary of the Company and on the same date, Mr. Ludwar was appointed Corporate Secretary of the Company.

(d)	Compensation of Directors

Directors are not paid any fees in their capacity as directors of the Company. Directors are entitled to participate in the Company’s stock option plan. See Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, for the number of shares subject to exercisable options held by directors of the Company. For information regarding the compensation of our directors who are also officers of the Company see the “SUMMARY COMPENSATION TABLE” above.

No stock options were exercised by executive officers or directors during the fiscal year ended June 30, 2015.

Other Arrangements

None.

Indebtedness of Directors and Executive Officers

As of June 30, 2015, the Company was owed $967 by a member of the Company’s Board of Directors for expenses advanced on behalf of the director.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

As of August 31, 2015, we have 138,304,619 Common Shares issued and outstanding. We have included in the tables below the number of Common Shares of the Company held by the officers and directors of the Company as well as the beneficial owners of more than 5% of shares of the Company’s common stock.

Number of Shares

Subject to Options

Exercisable as of

Number of Shares of

August 31, 2015 or

Common Stock

Which will

Beneficially

become Exercisable

Name and Address

Owned as of

Nature of

within 60 days

of Beneficial Owner

August 31, 2015

Ownership

Percentage of Class Held

of this Date

Pinetree Capital Ltd.
130 King St. W., Ste 2500
Toronto, ON M5X 1A9

8,177,174

Record

5.91% of Common shares

Nil

Number of Shares

Subject to Options

Exercisable as of

Number of Shares of

August 31, 2015 or

Common Stock

Which will

Beneficially

become Exercisable

Name and Address

Owned as of

Nature of

within 60 days

of Beneficial Owner

August 31, 2015

Ownership

Percentage of Class Held

of this Date

Todd D. Montgomery, Director
1300 - 8th Street SW
Calgary, AB T2R 1B2

63,686,257 (1)

Record

46.05% of Common shares

Nil

Joseph Montgomery, Chairman
878 W. 27th Avenue
Vancouver, BC V5Z 2G7

500,000 (2)

Record

0.36% of Common shares

600,000

Randal Ludwar, Corporate Secretary
and Director
1209 Normandy Dr.
Moose Jaw, SK S6H 6P1

500,000 (3)

Record

0.36% of Common shares

600,000 (3)

Brent Walter, Director
2417 - 32nd Avenue SW
Calgary, AB T2T 1X4

4,100,000 (4)

Record

2.96% of Common shares

1,600,000 (6)

Mason Douglas, President & CEO
1101 3rd St. E.
Saskatoon, SK S7H 1N1

550,000

Record

0.40% of Common shares

1,350,000

Anne Macko, former Corporate
Secretary
3300 Kauai Court
Reno, NV 89509

Nil

500,000 (3)

Jeanette Durbin, former Corporate
Secretary
1135 Terminal Way, Suite 106
Reno, NV 89502

Nil

250,000 (3)

Rakesh Malhotra, CFO
4580 Beaufort Terrace
Mississauga, ON L5M 3H7

16,664 (5)

Record

0.01% of Common shares

425,000

TOTAL

69,352,921

50.14% of Common shares

5,325,000

(1)	All of Todd D. Montgomery’s Common Shares are held by companies that are owned or controlled by Mr. Montgomery.

(2)	400,000 of Joseph Montgomery’s Common Shares are held by family members.

(3)	On November 5, 2013, Ms. Macko resigned from her position as Corporate Secretary of the Company and on the same date, Ms. Durbin was appointed interim Corporate Secretary of the Company. On March 31, 2014, Ms. Durbin resigned from her interim position as Corporate Secretary of the Company and on the same date, Mr. Ludwar was appointed Corporate Secretary of the Company.

(4)	800,000 of Mr. Walter’s Common Shares are held by a family member.

(5)	All of Mr. Malhotra’s Common Shares are held by a family member.

(6)	250,000 of Mr. Walter’s Common Shares subject to options are held by a family member.

As a group, management and the directors own or control 50.14% of the issued and outstanding Common Shares of Infrastructure Materials Corp.

Item 13. Certain Relationships and Related Transactions, and Director Independence

A corporation owned and operated by Mason Douglas, the Company’s President and Chief Executive Officer and also a member of the Company’s Board of Directors, received $23,250 for his services for the three-months ended June 30, 2015, and $93,000 for the year ended June 30, 2015.

The Company’s Chief Financial Officer, Rakesh Malhotra, received $455 for consulting services provided to the Company for the three months ended June 30, 2015, and $5,165 for the year ended June 30, 2015.

The Company recorded interest expense of $2,280 for the three-months ended June 30, 2015, and $6,868 for year ended June 30, 2015, pursuant to promissory notes issued to a corporation that is owned and controlled by a member of the Company’s Board of Directors, Todd Montgomery.

Director Independence

We currently have one independent director, as the term “independent” is defined by the rules of the NYSE-MKT. (Note-our Common Shares are not currently listed on the NYSE-MKT or any other national securities exchange and this reference is used for definitional purposes only.)

Item 14. Principal Accountant Fees and Expenses

The Company appointed Schwartz Levitsky Feldman, LLP as independent auditors to audit the financial statements of the Company for the fiscal years ended June 30, 2014 and June 30, 2015.

Audit Fees. The Company paid Schwartz Levitsky Feldman LLP audit and audit related fees of approximately $28,261 and $25,781 for the fiscal years ended June 30, 2014 and June 30, 2015, respectively.

All Other Fees. During the fiscal years ended June 30, 2014 and June 30, 2015, the Company did not pay its principal accountant any additional fees.

Part IV

Item 15. Exhibits, Financial Statement Schedules

The Company’s Financial Statements and the Report of Schwartz Levitsky Feldman, LLP for the year ended June 30, 2015 and for the year ended June 30, 2014 are filed as part of this report.

Index to Exhibits

3.1	Certificate of Incorporation filed on June 3, 1999 with the Delaware Secretary of State (previously filed as part of the Company’s registration statement filed on December 22, 2006)

3.2	By Laws (previously filed as part of the Company’s registration statement filed on December 22, 2006)

3.3	Certificate of Amendment of the Certificate of Incorporation of the Company dated June 5, 1999, changing the capitalization of the Company (previously filed as part of the Company’s registration statement filed on December 22, 2006)

3.4	Certificate of Amendment of the Certificate of Incorporation of the Company dated April 11, 2006, and filed with the Delaware Secretary of State on April 11, 2006 changing the capitalization of the Company (previously filed as part of the Company’s registration statement filed on December 22, 2006)

3.5	Certificate of Ownership and Merger of the Company dated November 8, 2008 and filed with the Delaware Secretary of State on December 1, 2008 (previously filed as part of the Company’s report on Form 8-K filed on December 1, 2008)

3.6	Certificate of Amendment of the Certificate of Incorporation of the Company dated July 29, 2011 and filed with the Delaware Secretary of State on August 1, 2011 (previously filed as part of the Company’s report on Form 8-K filed on August 4, 2011)

21.1	Subsidiaries of the Registrant

23.1	Consent of Schwartz Levitsky Feldman LLP Independent Auditors dated September 28, 2015

31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

F-2	Report of Schwartz Levitsky Feldman, LLP dated September 25, 2015

In addition, the following reports are incorporated herein by reference.

Current Report on Form 8-K “Item 8.01: Other Events”, dated July 3, 2014

Current Report on Form 8-K “Item 8.01: Other Events”, dated August 18, 2014

Current Report on Form 8-K “Item 1.01: Entry into a Material Definitive Agreement”, dated March 25, 2015

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28^th day of September, 2015.

SIGNATURE	TITLE	DATE

/s/Mason Douglas	President & Chief Executive Officer	September 28, 2015
Mason Douglas

/s/Rakesh Malhotra	Chief Financial Officer	September 28, 2015
Rakesh Malhotra

SIGNATURE	TITLE	DATE

/s/Mason Douglas	President, Chief Executive Officer	September 28, 2015
Mason Douglas	and Director

/s/Randal Ludwar	Director and Corporate Secretary	September 28, 2015
Randal Ludwar

/s/Joseph Montgomery	Chairman of the Board of Directors	September 28, 2015
Joseph Montgomery

/s/Todd D. Montgomery	Director	September 28, 2015
Todd D. Montgomery

/s/Brent Walter	Director	September 28, 2015
Brent Walter

INFRASTRUCTURE MATERIALS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2015 AND 2014

(Amounts expressed in US Dollars)

CONTENTS

Report of Independent Registered Public Accounting Firm	F2

Consolidated Balance Sheets as at June 30, 2015 and June 30, 2014	F3

Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2015 and June 30, 2014	F4

Consolidated Statements of Changes in Stockholders' Equity for the years ended June 30, 2015 and June 30, 2014	F5

Consolidated Statements of Cash Flows for the years ended June 30, 2015 and June 30, 2014	F6

Notes to Consolidated Financial Statements	F7-F30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Infrastructure Materials Corp.

We have audited the accompanying consolidated balance sheets of Infrastructure Materials Corp. (the “Company”) as at June 30, 2015 and 2014 and the related consolidated statements of operations and comprehensive loss, cash flows and stockholders’ equity for the years ended June 30, 2015 and 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Infrastructure Materials Corp. as at June 30, 2015 and 2014 and the results of its operations and its cash flows for the years ended June 30, 2015 and 2014 in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company is an exploration stage company and has no established source of revenues. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in the notes to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	“SCHWARTZ LEVITSKY FELDMAN LLP”


Toronto, Ontario, Canada	Chartered Accountants
September 25, 2015	Licensed Public Accountants

INFRASTRUCTURE MATERIALS CORP.

Consolidated Balance Sheets as at

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

	June 30,		June 30,
	2015		2014
	$		$
ASSETS
Current
Cash and cash equivalents	5,666		162,847
Investments (Note 10)	57,128		44,325
Prepaid expenses and other receivables	14,810		15,109

Total Current Assets	77,604		222,281

Restricted Cash (Note 5)	52,000		61,000
Reclamation Deposit (Note 6)	21,600		21,600

Plant and Equipment, net (Note 7)	435,749		517,309

Total Assets	586,953		822,190

LIABILITIES
Current
Accounts payable	8,712		1,056
Accrued liabilities (Note 8)	47,803		63,860
Notes Payable (Note 9)	267,868		-
Deferred Revenue (Note 10)	429,639		-
Total Current Liabilities	754,022		64,916

Deferred Revenue (Note 10)	-		346,836
Asset Retirement Obligation (Note 11)	21,600		19,636

Total Liabilities	775,622		431,388

Going Concern (Note 2)
Commitments and Contingencies (Note 16)
Related Party Transactions (Note 17)
Subsequent Events (Note 18)

STOCKHOLDERS' EQUITY (DEFICIENCY)
Capital Stock (Note 12)
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding	-		-
Common stock, $0.0001 par value, 500,000,000 shares authorized, 138,304,619 issued and outstanding (June 30, 2014 – 138,304,619)	13,830		13,830
Additional Paid-in Capital	24,743,631		24,743,631
Accumulated Other Comprehensive Loss (Note 10)	-		-
Deficit	(24,946,130	)	(24,366,659	)

Total Stockholders' Equity (Deficiency)	(188,669	)	390,802

Total Liabilities and Stockholders' Equity (Deficiency)	586,953		822,190

(The accompanying notes are an integral part of these consolidated financial statements.)

INFRASTRUCTURE MATERIALS CORP.
Consolidated Statements of Operations and Comprehensive Loss for the
Years Ended June 30, 2015 and 2014 (Amounts expressed in US Dollars)

	For the		For the
	year ended		year ended
	June 30, 2015		June 30, 2014
	$		$
Operating Expenses

General and administration	415,720		531,972
Project expenses	82,495		326,373
Depreciation	74,421		90,132

Total Operating Expenses	572,636		948,477

Loss from Operations	(572,636	)	(948,477	)
Other income-interest	33		94
Other-than-temporary impairment of investments (Note 10)	-		(122,511	)
Other income-gain on termination of option agreement (Note 10)	-		42,500
Interest Expense (Note 9)	(6,868	)	(2,850	)

Loss before Income Taxes	(579,471	)	(1,031,244	)

Provision for income taxes	-		-

Net Loss and Comprehensive Loss	(579,471	)	(1,031,244	)

Loss per Weighted Average Number of Shares Outstanding -Basic and Fully Diluted	(0.004	)	(0.008	)

Weighted Average Number of Shares Outstanding During the Years -Basic and Fully Diluted	138,304,619		131,370,708

(The accompanying notes are an integral part of these consolidated financial statements.)

INFRASTRUCTURE MATERIALS CORP.

Consolidated Statements of Changes in Stockholder’s Equity for the

Years Ended June 30, 2015 and 2014

(Amounts expressed in US Dollars)

						Accumulated		Total
	Common Stock		Additional			Other		Stockholders'
	Number		Paid-in			Comprehensive		Equity
	of Shares	Amount	Capital	Deficit		Loss		(Deficiency)
		$	$	$		$		$
Balance June 30, 2013	98,935,486	9,894	23,977,767	(23,335,415	)	(105,043	)	547,203

Common shares issued for cash (net)	33,333,333	3,333	462,010					465,343
Common shares issued on conversion of debt (Note 12)	6,035,800	603	210,650					211,253
Gain on common shares issued on conversion of related party debt (Note 12)			81,747					81,747
Stock based compensation			11,457					11,457
Unrealized loss on investments						(17,468	)	(17,468	)
Other-than-temporary impairment of investments reclassified to net loss (Note 10)						122,511		122,511
Net loss for the year				(1,031,244	)			(1,031,244	)
Balance June 30, 2014	138,304,619	13,830	24,743,631	(24,366,659	)	-		390,802

Net loss for the year				(579,471	)			(579,471	)
Balance June 30, 2015	138,304,619	13,830	24,743,631	(24,946,130	)	-		(188,669	)

(The accompanying notes are an integral part of these consolidated financial statements.)

INFRASTRUCTURE MATERIALS CORP.

Consolidated Statements of Cash Flows for the

Years Ended June 30, 2015 and 2014 (Amounts expressed in US Dollars)

	For the		For the
	year ended		year ended
	June 30, 2015		June 30, 2014
	$		$
Cash Flows from Operating Activities
Net loss	(579,471	)	(1,031,244	)
Adjustment to reconcile net loss to cash used in operating activities:
Depreciation	74,421		90,132
Gain on disposal of plant and equipment	(3,761	)	-
Gain on termination of option and sale agreements (Note 10)	-		(42,500	)
Stock based compensation	-		11,457
Other-than-temporary impairment of investments (Note 10)	-		122,511
Increase (decrease) in Asset Retirement Obligation (Note 11)	-		(9,572	)
Accretion of Asset Retirement Obligation (Note 11)	1,964		2,037
Shares issued in lieu of interest payment (Note 9)	-		1,926
Cash flow from changes in certain assets and liabilities:
Prepaid expenses and other receivables	299		879
Accounts payable	7,656		(28,195	)
Accrued liabilities	(16,057	)	(4,979	)
Accrued interest on promissory notes (Note 9)	6,868		-

Net cash used in operating activities	(508,081	)	(887,548	)

Cash Flows from Investing Activities
Decrease in Reclamation Deposit (Note 6)	-		219,205
Decrease in Restricted Cash	9,000		39,000
Cash received for option on claims and included in Deferred revenue (Note 10)*	70,000		27,500
Cash received for termination of option and sale agreements (Note 10)	-		42,500
Proceeds from sale of plant and equipment	10,900		-

Net cash provided by investing activities	89,900		328,205

Cash Flows from Financing Activities
Issuance of common shares for cash (net) (Note 12)	-		465,343
Issuance of promissory notes (Note 9)	261,000		-
Issuance of promissory notes later converted to common shares (Note 9)	-		150,000

Net cash provided by financing activities	261,000		615,343

Net Change in Cash and cash equivalents	(157,181	)	56,000

Cash and cash equivalents - beginning of period	162,847		106,847

Cash and cash equivalents - end of period	5,666		162,847

Supplemental Cash Flow Information
Interest Paid (Note 10)	-		924
Income taxes paid	-		-

* Excludes receipt of securities for $12,803 being a non-cash item included in Deferred Revenue

(The accompanying notes are an integral part of these consolidated financial statements.)

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

1.	Nature of Business and Operations

The focus of Infrastructure Materials Corp. (the “Company”) is on the exploration and development, if feasible, of limestone, silver and other metals from its claims in the State of Nevada.

The Company’s limestone assets are held by its wholly owned subsidiary, Infrastructure Materials Corp US (“IMC US”), a Nevada corporation, which was acquired as of November 7, 2008. As of the date of the financial statements, IMC US controls 2 limestone projects in Nevada, made up of 68 mineral claims covering approximately 1,405 acres on land owned or controlled by the United States Department of Interior Bureau of Land Management (“BLM”). IMC US has acquired 50% of the mineral rights on 680 acres and 25% of the mineral rights on 160 acres.

On December 18, 2008, the Company incorporated a second wholly owned subsidiary in the State of Delaware under its former name, “Silver Reserve Corp.” referred to herein as “SRC.” The Company assigned all fourteen of its precious metal projects in Nevada to SRC. SRC has since terminated its interests in four of the projects. As of the date of the financial statements, the remaining ten projects contain 273 mineral claims covering approximately 5,599 acres on BLM land and 17 patented claims and 3 leased patented claims covering approximately 365 acres. SRC also has a milling facility located in Mina, Nevada on six mill site claims covering 30 acres.

The Company has not yet determined that any of its claims or mineral rights can be economically developed and has expensed related costs to project expense. The Company’s assessment of the claims and mineral rights may change after further exploration.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, IMC US, SRC, and CIC. All material inter-company accounts and transactions have been eliminated.

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

2.	Going Concern

The Company's financial statements have been prepared in accordance with United States generally accepted accounting principles (GAAP) and are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company is in the exploration stage and has not yet realized revenues from its planned operations. The Company has incurred a cumulative loss of $24,946,130 from inception to June 30, 2015. The Company has no source of operating revenue and expects to incur significant expenses before establishing operating revenue. Due to continuing operating losses and cash outflows from continuing operations, the Company’s continuation as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. In the event that the Company is unable to raise additional capital, as to which there is no assurance, the Company will not be able to continue doing business. The Company’s future success is dependent upon its continued ability to raise sufficient capital, not only to finance its operating expenses, but to continue its exploration activities and its assessments of the commercial viability of its claims. There is no assurance that such capital will be available on acceptable terms, if at all, or that the Company will attain profitable levels of operation. Historically, the Company has funded operations through the issuance of capital stock, convertible debentures and redeemable preferred stock. Prior to December 2011 the Company received net proceeds of $12,718,365 pursuant to the issuance of such securities. In December 2011 the Company completed a public offering in Canada of its Common Shares for net proceeds of $2,215,399. On August 28, 2013, the Company completed a private placement of its Common Shares for net proceeds of $465,343. In April 2013 and July 2013, the Company borrowed $140,000 and $150,000, respectively, issuing promissory notes that were converted to Common Shares in October 2013. During the twelve months ended June 30, 2015, the Company borrowed a total of $261,000, issuing promissory notes that are payable on demand. See Note 9, Notes Payable. Subsequent to the date of the financial statements, the Company borrowed an additional $163,300, issuing promissory notes that are payable on demand. See Note 18, Subsequent Events. Management's plan is to continue raising additional funds through future equity or debt financing until it achieves profitable operations from production of minerals or metals on its properties, if feasible.

3.	Summary of Significant Accounting Policies

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and their basis of application is consistent with that of the previous year. Outlined below are the significant accounting policies:

Basis of Presentation

a)	Cash and Cash Equivalents

Cash consists of cash and cash equivalents, which are short-term, highly liquid investments with original terms to maturity of 90 days or less.

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

b)	Investments

Short-term investments represent bank deposits with maturities greater than three months and less than one year. These deposits are classified as held-for-trading and, due to the short-term maturity of these instruments, are reflected at carrying value, which is equivalent to their fair value.

Investments in marketable securities are categorized as available-for-sale securities that are classified within “Investments” on the consolidated balance sheets. The Company measures these investments at fair value. Realized gains and losses are included in income when the securities are sold. Unrealized gains or losses are recognized through other comprehensive income, except for any decline in value that is considered other-than-temporary, in which case such decline in value is accounted for as a realized loss.

c)	Acquisition, Exploration and Evaluation Expenditures

To date, mineral property exploration costs have been expensed as incurred. To date the Company has not established any proven or probable reserves on its mineral properties.

d)	Plant and Equipment

Plant and equipment are recorded at cost less accumulated depreciation. Depreciation is provided commencing in the month following acquisition using the following annual rate and method:

Computer equipment	30%	declining balance method
Office furniture and fixtures	20%	declining balance method
Plant and Machinery	15%	declining balance method
Tools	25%	declining balance method
Vehicles	20%	declining balance method
Consumables	50%	declining balance method
Moulds	30%	declining balance method
Mobile Equipment	20%	declining balance method
Factory Buildings	5%	declining balance method

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

e)	Financial Instruments

The fair market value of the Company’s financial instruments comprising cash and cash equivalents, investments and restricted cash were estimated to approximate their carrying values due to the short-term maturity of these financial instruments. The Company maintains cash balances at financial institutions. The Company has not experienced any material losses in such accounts.

FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

	•	Level 1 – Quoted prices in active markets for identical assets or liabilities
	•	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	•	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Commodity Price Risk:

The ability of the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals.

Foreign Exchange Risk:

The Company conducts minor operating activities in Canadian dollars. The Company is therefore subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar.

f)	Impairment of Long-lived Assets

Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell.

F10

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

g)	Asset Retirement Obligation

The Company follows ASC 410-20 (Pre-Codification SFAS No. 143) "Accounting for Asset Retirement Obligations," that addresses financial accounting and reporting for reclamation obligations. ASC 410-20 requires recognition of the present value of obligations associated with the obligation for site reclamation and similar activities relating to its mining interests. Over time, accretion of the liability is recognized as an operating expense.

h)	Revenue Recognition

Revenue is recognized when the limestone, silver or other metals are extracted, processed, and sold. The Company will record revenues from the sale of limestone, silver or other metals when delivery to the customer has occurred, collectability is reasonably assured and title has transferred.

i)	Income Taxes

Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

j)	Earnings (Loss) Per Share

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to convertible preferred stock, stock options and warrants for each year. There were no common equivalent shares outstanding at June 30, 2015 and 2014 that have been included in the diluted loss per share calculation as the effects would have been anti-dilutive.

k)	Stock Based Compensation

All awards granted to employees and non-employees after June 30, 2005 are valued at fair value by using the Black-Scholes option pricing model and recognized on a straight line basis over the service periods of each award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees using the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services.

l)	Concentration of Credit Risk

The Company does not have significant off-balance sheet risk or credit risk concentration.

F11

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

m)	Use of Estimates

Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to financial statements. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from such estimates. Significant estimates include the valuation of investments, carrying value of mineral property interests, estimated useful lives of plant and equipment, accruals for liabilities, calculations of stock based compensation, the determination of asset retirement obligations and the provision for income taxes.

n)	Comprehensive Income or Loss

The Company reports comprehensive income or loss in its consolidated financial statements. In addition to items included in net income or loss, comprehensive income or loss includes items currently charged or credited directly to stockholders’ equity, such as foreign currency translation adjustments and unrealized gains or losses on available-for-sale securities.

o)	Recently Adopted Accounting Standards

F12

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

o)	Recently Adopted Accounting Standards - Cont’d

p)	Recently Issued Accounting Standards

F13

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

p)	Recently Issued Accounting Standards - Cont’d

F14

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

p)	Recently Issued Accounting Standards - Cont’d

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

4.	Fair Value of Financial Instruments

The fair values of financial assets measured in the balance sheet as of June 30, 2015 are as follows:

Quoted prices

in active

Significant

markets for

observable

Unobservable

Carrying

identical assets

inputs

Balance sheet

Amount

(Level 1)

(Level 2)

(Level 3)

classification and nature

Assets

Cash and cash equivalents

5,666

Investments

57,128

Restricted Cash

52,000

The Company has classified the fair value measurements of its available-for-sale investments as Level 3 measurements within the fair value hierarchy because they involve significant unobservable inputs. Investments were transferred from Level 1 to Level 3 during the year ended June 30, 2015 as the market value was no longer readily determinable and incorporated management’s own assumptions and involved a significant degree of judgment. See Note 10, Deferred Revenue, Investments, Other Income and Accumulated Other Comprehensive Loss.

F15

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

4.	Fair Value of Financial Instruments - Cont’d

The fair values of financial assets measured in the balance sheet as of June 30, 2014 are as follows:

Quoted prices

in active

Significant

markets for

observable

Unobservable

Carrying

identical assets

inputs

Balance sheet

Amount

(Level 1)

(Level 2)

(Level 3)

classification and nature

Assets

Cash and cash equivalents

162,847

Investments

44,325

Restricted Cash

61,000

5.	Restricted Cash

Amounts reflected as Restricted Cash represent either cash held as collateral or certificates of deposits pledged toward reclamation liabilities assessed by the BLM. Periodically, the BLM may require the Company to pledge additional cash as collateral or the Company may be allowed to remove restrictions on such cash or certificates of deposits by completing its reclamation obligations, as the case may be.

6.	Reclamation Deposit

In July 2010, the Company posted a reclamation bond of $240,805 pursuant to the Plan of Operations for its Blue Nose limestone project, as required by the BLM to secure remediation costs if the project is abandoned or closed. In December 2013, the Company submitted an application to withdraw its Plan of Operations and to seek a refund from the BLM of a portion of the Reclamation Bond. In January 2014, the application was approved and the Company received $219,205 from the BLM as a partial refund of the Reclamation Bond. The Company must complete certain reclamation work for the $21,600 balance to be released, but may leave the bond in place for future exploration programs, even if such reclamation work is completed.

F16

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

7.	Plant and Equipment, Net

	June 30, 2015		June 30, 2014
		Accumulated		Accumulated
	Cost	Depreciation	Cost	Depreciation
	$	$	$	$

Computer equipment	25,729	20,031	25,729	17,589
Office, furniture and fixtures	3,623	2,977	3,623	2,816
Plant and Machinery	1,514,511	1,153,332	1,514,511	1,089,594
Tools	11,498	9,382	11,498	8,677
Vehicles	48,280	40,343	76,928	59,747
Consumables	64,197	64,049	64,197	63,900
Moulds	900	861	900	844
Mobile Equipment	73,927	63,525	73,927	60,925
Factory Buildings	74,849	27,265	74,849	24,761
	1,817,514	1,381,765	1,846,162	1,328,853

Net carrying amount	435,749		517,309
Depreciation charges	74,421		90,132

During the twelve months ended June 30, 2015, the Company recorded depreciation expense of $74,421. During the twelve months ended June 30, 2014, the Company recorded depreciation expense of $90,132.

8.	Accrued Liabilities

Accrued liabilities are comprised of the following:

	2015	2014
	$	$
Professional fees for year-end reporting and audit	26,000	33,200
Reclamation Bonding	16,803	25,613
Other	5,000	5,047
Total	47,803	63,860

F17

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

9.	Notes Payable

Year ended June 30, 2015

On July 3, 2014, the Company borrowed $70,000 from Mont Strategies Inc. (“Mont Strategies”), a company that is owned and controlled by a member of the Company’s Board of Directors. This loan was made pursuant to a demand promissory note that bears interest at 4 percent (4%) per annum and may also be prepaid by the Company at any time without penalty. If the Company fails to make payment within five business days of demand by Mont Strategies, the promissory note will bear interest at ten percent (10%) per annum. The Company used the proceeds of this promissory note for working capital. For the year ended June 30, 2015, the Company recorded interest expense of $2,784 for this promissory note.

On August 18, 2014, the Company borrowed an additional $100,000 from Mont Strategies. This loan was made pursuant to a demand promissory note that bears interest at 4 percent (4%) per annum and may also be prepaid by the Company at any time without penalty. If the Company fails to make payment within five business days of demand by Mont Strategies, the promissory note will bear interest at ten percent (10%) per annum. The Company used the proceeds of this promissory note for working capital. For the year ended June 30, 2015, the Company recorded interest expense of $3,473 for this promissory note.

On March 25, 2015, the Company entered into a Standby Support Agreement (the “Agreement”) with Mont Strategies. The Agreement contemplates that Mont Strategies will consider advancing loans to the Company as the Company requests funding from time to time during the two-year term of the Agreement. The Agreement does not obligate Mont Strategies to fund such requests. Proceeds from these loans are used as working capital. Each loan funded under the Agreement is evidenced by a separate demand promissory note that bears simple interest at a rate of four percent (4%) per annum. The loans may be repaid by the Company at any time without penalty, or upon demand by Mont Strategies. If the Company fails to make payment on a promissory note issued pursuant to the Agreement within five business days of demand by Mont Strategies, such promissory note will bear interest at ten percent (10%) per annum. The promissory notes are general obligations of the Company and not secured. The following table lists the promissory notes issued pursuant to the Agreement. Also see Note 18, Subsequent Events.

				Interest Expense
		Principal		for the year ended
Date of Note		Amount		June 30, 2015

March 25, 2015	$	34,000	$	365
April 16, 2015		8,000		67
May 5, 2015		21,000		131
June 9, 2015		18,000		43
June 26, 2015		10,000		5

Total	$	91,000	$	611

F18

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

9.	Notes Payable - Cont’d

Year ended June 30, 2014

On July 19, 2013, the Company borrowed $150,000 from Mont Strategies. This loan was made pursuant to a demand promissory note that bore interest at a rate of 4 percent (4%) per annum and could be prepaid by the Company at any time without penalty. The Company used the proceeds of this promissory note for working capital. For the year ended June 30, 2014, the Company recorded total interest expense of $2,850 for this promissory note and a promissory note for $140,000 issued to Mont Strategies in April 2013 under the same terms.

On October 8, 2013, the Company completed a debt conversion transaction (the “Conversion”) with Mont Strategies. Under the terms of the Conversion, the Company converted $293,000, representing the combined principal amounts of the demand promissory note issued on July 19, 2013 discussed above and a demand promissory note issued to Mont Strategies in April 2013 and $3,000 of interest accrued on such promissory notes, into 6,035,800 Common Shares at a conversion price of CDN$0.05 per share. The remaining $924 of interest accrued on such promissory notes was paid in cash to Mont Strategies. Also see Note 12, Issuance of Common Shares and Warrants.

10.

Deferred Revenue, Investments, Other Income and Accumulated Other Comprehensive Loss

On February 25, 2011, 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 (the “NL Project”) for total consideration of $350,000 cash and 1,925,000 shares of IMMC’s common stock (together, 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. 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. Also see Note 16, Commitments and Contingencies.

As of the date of the financial statements, the Company had received Consideration of $429,639, consisting of 1,575,000 shares of IMMC with an initial fair market value of $179,639 that was recorded as Investments in the Company’s Consolidated Balance Sheets, and $250,000 in cash. Because IMMI’s interest in the NL Project vests at the end of the five-year period, this Consideration is accounted for in the Consolidated Balance Sheets as Deferred Revenue.

IMMC common shares were traded in Canada on the TSX Venture Exchange (the “Exchange”). Pursuant to the Exchange’s policies, IMMC’s common shares encountered a trading halt on December 24, 2013, when IMMC announced a proposed change in business/reverse take-over. The trading halt continues to date. The Company considered these investments as marketable during the year ended June 30, 2014 and recorded an other-than-temporary impairment of $122,511 in the value of these securities that was reclassified to net loss during the year ended June 30, 2014. This loss included $17,468 representing the decline in the market value of the securities for the year ended June 30, 2014.

F19

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

10.

Deferred Revenue, Investments, Other Income and Accumulated Other Comprehensive Loss – Cont’d

In the absence of any trading of IMMC's common shares on the Exchange as a result of the ongoing trading halt for the entire twelve month period, the Company’s determination of fair value was based on the best information available in the circumstances, and incorporates management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors. This investment is valued taking into consideration any changes in key inputs and changes in economic and other relevant conditions. No impairment loss or change in value of securities has been recorded for the year ended June 30, 2015.

On March 5, 2013, SRC executed a Sale and Purchase Agreement (the “Sale Agreement”) with IMMI to sell to IMMI (1) all of SRC’s interest in the NL Project and (2) all of its interest in the Option Agreement. Pursuant to the terms of the Sale Agreement, upon closing IMMI would pay SRC a purchase price of $425,000 and the Option Agreement will terminate. Also, upon closing of the Sale Agreement, SRC would transfer 100% of its interest in the NL Project to IMMI. The terms of the Sale Agreement provided that all Consideration paid by IMMI under the Option Agreement prior to closing would be retained by the Company. The closing date was scheduled to occur on or about April 30, 2013, and was extended several times. In connection with the closing date extensions, IMMI paid a 10% (ten percent) non-refundable deposit of $42,500 towards the purchase price, which was also accounted for as Deferred Revenue until such time as the Sale Agreement closed or was cancelled. On October 4, 2013, SRC elected to terminate the Sale Agreement after IMMI failed to close the transaction as contemplated. Accordingly, during the year ended June 30, 2014, the non-refundable deposit of $42,500 was forfeited by IMMI and recognized as Other Income in the Company’s Consolidated Statement of Operations. The Option Agreement, as discussed above, remains in effect.

F20

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

10.

Deferred Revenue, Investments, Other Income and Accumulated Other Comprehensive Loss – Cont’d

								Accumulated
								Other
		Deferred						Comprehensive
		Revenue			Investments			Loss

Balance as of July 1, 2013	$	307,460		$	49,917		$	(105,043	)

Consideration received during the year ending June 30, 2014		81,876			11,876

Other income recognized on termination of Sale Agreement		(42,500	)

Change in market value of securities for the year ended June 30, 2014					(17,468	)		(17,468	)

Other-than-temporary impairment of investments reclassified to net loss								122,511

Balance as of June 30, 2014	$	346,836		$	44,325		$	-

Consideration received during the year ending June 30, 2015		82,803			12,803			-

Balance as of June 30, 2015	$	429,639		$	57,128		$	-

11.

Asset Retirement Obligation

The Company is required to recognize a liability for its legal obligation to perform reclamation and disturbance monitoring activities once any of its projects are abandoned or closed. Although these activities are conditional upon future events, the Company is required to make a reasonable estimate of the fair value of the liability. At the end of each reporting period, asset retirement obligations ("ARO's") are equal to the present value of all estimated future costs required to remediate any ground disturbances that exist as of the end of the period, using discount rates applicable at the time of initial recognition of each component of the liability. A liability for an ARO may be incurred over more than one reporting period if the events that create the obligation occur over more than one reporting period. Any incremental liability incurred in a subsequent reporting period shall be considered to be an additional layer of the original liability. Each layer shall be initially measured at fair value. Included in this liability are the costs of reclamation and monitoring and maintenance costs. A discount rate of 10% was determined to be applicable.

Based on the existing level of ground disturbance and monitoring requirements and assuming payments made over a one-year period, the Company decreased its estimate of the present value of its asset retirement obligation as of June 30, 2014 to $19,636, resulting in a credit of $9,572 to its Consolidated Statements of Operations. Determination of the undiscounted ARO and the timing of these obligations were based on internal estimates using information currently available and existing regulations. The Company’s entire ARO relates to its Blue Nose project.

Balance as of June 30, 2014	$	19,636

Accretion for the year ended June 30, 2015		1,964

Balance as of June 30, 2015	$	21,600

F21

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

12.

Issuance of Common Shares and Warrants

Year ended June 30, 2015

There were no securities issued during this period.

Year ended June 30, 2014

On October 8, 2013, the Company issued 6,035,800 Common Shares as full settlement of a debt conversion transaction (the “Conversion”) with Mont Strategies, a company that is owned and controlled by a member of the Company’s Board of Directors. Under the terms of the Conversion, the Company converted $293,000 of indebtedness owed by the Company to Mont Strategies (a related party) into 6,035,800 Common Shares at a conversion price of $0.0485 (CDN$0.05) per share. The amount allocated to Stockholders’ Equity based on a fair value of US$0.035 per share was $211,253. The balance of $81,747 represented a gain on the debt settlement with a related party that was also allocated to the equity section of the Balance Sheet because the member of the Company’s Board of Directors is also a significant shareholder in the Company. The Conversion was exempt from registration under the Securities Act of 1933, as amended, pursuant to an exemption afforded by Regulation S promulgated thereunder. Also see Note 9, Notes Payable.

Warrants:

On December 16, 2011, the Company completed the sale of 26,000,000 Common Shares to the public in Canada at a price of $0.096 (CDN$0.10) per share to raise gross proceeds of $2,507,180 (CDN$2,600,000). PI Financial Corp. (“PI Financial”) acted as lead agent and received, among other compensation, non-transferable Agent's Warrants valued at $14,644 entitling PI Financial to acquire 209,850 Common Shares at a price of $0.096 (CDN$0.10) per share exercisable for 24 months. The fair value of the Agent’s Warrants was determined using the Black-Scholes option pricing model with the following assumptions: risk-free rate of 1.63%, expected dividend yield of 0%, annualized volatility of 142.45% and expected life of two years. These Agent’s Warrants were not granted pursuant to the Company’s stock option plan then in effect. On December 15, 2013, the Agent’s Warrants expired with none having been exercised.

F22

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

13.

Stock Based Compensation

At the annual meeting of shareholders on July 16, 2013, the shareholders of the Company approved the Company’s 2013 Amended Stock Option Plan (the “Current Stock Option Plan”). The Current Stock Option Plan amends and restates in its entirety the 2011 Amended Plan. The Current Stock Option Plan effected minor technical clarifications to the 2011 Amended Plan and did not materially change its terms.

Year ended June 30, 2015

No options were granted pursuant to the Current Stock Option Plan during the year ended June 30, 2015.

On October 22, 2014, 25,000 options issued in accordance with the Company’s 2006 Stock Option Plan expired.

On April 25, 2015, 50,000 options issued in accordance with the Company’s 2006 Stock Option Plan expired.

F23

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

13.

Stock Based Compensation – Cont’d

Year ended June 30, 2014

No options were granted pursuant to the Current Stock Option Plan during the year ended June 30, 2014.

On December 10, 2013, 25,000 options issued in accordance with the Company’s 2006 Stock Option Plan expired.

On February 2, 2014, 50,000 options issued in accordance with the Company’s 2006 Stock Option Plan expired.

As of June 30, 2015, there were no unrecognized expenses related to non-vested stock-based compensation arrangements granted. The stock-based compensation expense for the years ended June 30, 2015 and June 30, 2014, was $0 and $11,457, respectively.

The following tables summarize the options outstanding as of June 30, 2015 and 2014, and the option activity for the years then ended:

			Remaining	Remaining
			contractual	contractual
		Option Price	life (in years)	life (in years)		Number of options:
Expiry Date		Per Share	2015	2014		2015		2014
Oct. 22, 2014	$	0.33	-	0.32		-		25,000
Apr. 25, 2015	$	0.23	-	0.83		-		50,000
Apr. 24, 2022	$	0.10	6.82	7.82		8,375,000		8,375,000
Oct. 7, 2022	$	0.10	7.28	8.28		125,000		125,000
June 5, 2023	$	0.10	7.94	8.94		125,000		125,000
Options outstanding at end of year						8,625,000		8,700,000
Weighted average exercise price at end of year					$	0.10	$	0.10
Weighted average remaining contractual life (in years)						6.84		7.78

	Number of options:
	2015		2014
Outstanding, beginning of year	8,700,000		8,775,000
Granted	-		-
Expired	(75,000	)	(75,000	)
Exercised	-		-
Forfeited	-		-
Cancelled	-		-
Outstanding, end of year	8,625,000		8,700,000
Exercisable, end of year	8,625,000		8,700,000

14.

Geographic Location of Assets

All assets in the financial statements are located in the State of Nevada, United States of America except for Cash and Cash equivalents of $979, which are located in Canada.

F24

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

15.

Income Taxes

The Company's current and deferred income taxes are as follows:

		2015			2014

Loss before income taxes	$	(579,471	)	$	(1,031,244	)

Expected income tax recovery at the statutory rate of 29.5%	$	(170,944	)	$	(304,217	)
Increase in income taxes resulting from:
Permanent differences		-			3,380
Timing Difference		(5,797	)		49,517
Valuation allowance		176,741			251,320

Provision for income taxes	$	-		$	-

The Company has deferred income tax assets as follows:

		2015			2014

Net operating loss carry forward	$	21,806,144			19,817,037$

Deferred Income tax on loss carry forward	$	6,432,812		$	5,846,026
Temporary differences (due to timing difference between tax value and book value)		31,603			160,567
Valuation allowance for deferred income tax assets		(6,464,415	)		(6,006,593	)

Deferred income taxes	$	-		$	-

As of June 30, 2015, the Company has non-capital losses of approximately $21,806,144 available to offset future taxable incomes which expire as follows:

2026	$	64,024
2027	$	2,324,117
2028	$	3,474,713
2029	$	4,536,752
2030	$	2,868,022
2031	$	3,849,845
2032	$	1,352,825
2033	$	1,769,492
2034	$	943,969
2035	$	622,385
	$	21,806,144

F25

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

16.

Commitments and Contingencies

F26

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

16.

Commitments and Contingencies - Cont’d

On April 23, 2013, the Company received a summons from the United States District Court, District of Nevada, naming the Company as a co-defendant in a lawsuit filed by the U.S. Attorney on behalf of the BLM seeking reimbursement for the cost of putting out a fire that occurred on May 8, 2008, and other non-quantified damages. The fire damaged approximately 451 acres of land administered by the BLM near Dayton, Nevada. The lawsuit alleged that the cost of putting out the fire was approximately $510,000. The Company denied any responsibility for the fire and notified its liability insurance carrier, which retained counsel to defend the Company. In July 2014, the Company, along with the other parties to the lawsuit, agreed to settle all relevant claims for $220,000, which is well below the limits of coverage provided by the Company’s liability insurance policy. The Company has accrued $5,000 for these claims, which is equal to the Company’s deductible on the relevant liability insurance policy.

F27

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

16.

Commitments and Contingencies - Cont’d

Maintaining Claims in Good Standing

17.

Related Party Transactions

As of June 30, 2015, the Company was owed $967 by a member of the Company’s Board of Directors for expenses advanced on behalf of the director. There are no other amounts owed to or from related parties as of June 30, 2015, and June 30, 2014 except as discussed in Note 9, Notes Payable.

The following transactions were undertaken in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the Company and the related parties.

Year ended June 30, 2015

F28

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

17.

Related Party Transactions – Cont’d

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel of the Company include executive officers, other senior members of the management team, and the Board of Directors. The compensation paid or payable to key management personnel, or to companies in common with key management personnel, for services provided as detailed above for the year ended June 30, 2015 was:

Compensation (fees)	$	98,165

Interest expense	$	6,868

Year ended June 30, 2014

A corporation owned and operated by Mason Douglas, the Company’s President and Chief Executive Officer and also a member of the Company’s Board of Directors, received $23,250 for his services for the three months ended June 30, 2014, and $95,500 for the year ended June 30, 2014.

A law firm, a partner of which is also a member of the Company’s Board of Directors, Brent Walter, received no payments for legal services rendered and expenses incurred on behalf of the Company for the three months ended June 30, 2014, and $12,971 for the year ended June 30, 2014.

The Company’s Chief Financial Officer, Rakesh Malhotra, received $1,033 for consulting services provided to the Company for the three months ended June 30, 2014, and $5,808 for the year ended June 30, 2014.

Anne Macko served as the Company’s Corporate Secretary and received $18,667 for administrative services provided to the Company until her resignation on November 5, 2013.

Jeanette Durbin served as the Company’s interim Corporate Secretary commencing November 5, 2013, and received $21,833 for administrative services provided to the Company until her resignation on March 31, 2014. For options granted to Ms. Durbin, the Company expensed stock based compensation costs of $1,569 for the three months ended June 30, 2014, and $4,569 from November 5, 2013 to March 31, 2014.

The Company recorded no interest expense for the three months ended June 30, 2014, and $2,850 for the year ended June 30, 2014, pursuant to promissory notes issued to a corporation that is owned and controlled by a member of the Company’s Board of Directors, Todd Montgomery.

Compensation (fees)	$	154,779

Stock based compensation	$	4,569

Interest expense	$	2,850

F29

INFRASTRUCTURE MATERIALS CORP.

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Amounts expressed in US Dollars)

18.

Subsequent Events

The Company borrowed an additional $163,300 from Mont Strategies Inc. pursuant to the terms of the Standby Support Agreement discussed in Note 9, Notes Payable.

The Company received 350,000 shares of IMMC’s common stock on September 9, 2015, pursuant to the option agreement between SRC and IMMI, IMMC’s wholly owned subsidiary, as further described in Note 16, Commitments and Contingencies. IMMI has until October 17, 2015, to make the final payment of $100,000 that was due on September 15, 2015.

F30

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