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
      1934For
      the Fiscal Year June 30, 2010, or ̈
            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
              organization)
            
            (I.R.S.
      Employer Identification Number)





1135
Terminal Way, Suite 207B


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




Indicateby check mark if the
registrant is a well-known seasoned issuer as defined by Rule 405 of the
Securities Act Yes  ̈   
Nox




Indicateby 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




Indicateby 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  ̈




Indicateby 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  ̈   
No  ̈




Checkif 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.
 ̈




Indicateby 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, 2010.




The
aggregate market value of the Common Stock held by non-affiliates of the issuer,
as of June 30, 2010 was approximately $8,673,151 based upon a share valuation of
$0.21 per share. This share valuation is based upon the closing price of the
Company’s shares as of June 30, 2010. 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
June 30, 2010, 68,193,457 shares of the issuer’s Common Stock were outstanding.
No other classes of stock have been issued by the issuer.




Transitional
Small Business Disclosure Yes o No x









TABLE
OF CONTENTS




PagePart
      IItem
      1.
                Description
      of Business and Risk Factors
                3Item
      1A.
                Risk
      Factors
                4Item
      2.
                Properties
                7Item
      3.
                Legal
      Proceedings
                32Item
      4.
                Removed
      and Reserved
                32Part
      IIItem
      5.
                Market
      For Common Equity, Related Stockholder Matters and Small Business Issuer
      Purchase of Equity Securities
                33Item
      6.
                Selected
      Financial Data
                36Item
      7.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                37Item
      7A.
                Quantitative
      and Qualitative Disclosures About Market Risk
                47Item
      8.
                Financial
      Statements and Supplementary Data
                47Item
      9.
                Change
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                47Item
      9A.
                Controls
      and Procedures
                47Item
      9A(T)
                Controls
      and Procedures
                47Item
      9B.
                Other
      Information
                49Part
      IIIItem
      10.
                Directors,
      Executive Officers and Corporate Governance
                50Item
      11.
                Executive
      Compensation
                54Item
      12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                57Item
      13.
                Certain
      Relationships and Related Transactions
                59Item
      14.
                Principal
      Accountant Fees and Services
                60PART
      IVItem
      15.
                Exhibits,
      Financial Statement Schedules
                60




2




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 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.




Item
1.   Description of Business.




Our name
isInfrastructure
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 of cement grade
limestone properties located in the states of Nevada, Idaho and Arizona and the
Canadian Province of Manitoba. As of the date of this report, we hold 1,941
claims on land owned or controlled by the United States Department of Interior
Bureau of Land Management (“BLM”). The Company also holds mineral rights or
surface rights for 4,940 net acres and 12 patent claims. Our claims cover 25
projects in Nevada and one project in Idaho. We have several exploration permits
in effect with the State of Arizona covering two additional projects located
near the municipalities of Benson and Seligman, Arizona. We also own a milling
facility located on six BLM mill site claims in Nevada. The Company also holds
95 quarry leases in south-central Manitoba, Canada. Our efforts going forward
through our current fiscal year ending June 30, 2011, will be concentrated on
development of our Blue Nose Project located in Lincoln County, Nevada and
further exploration for other limestone deposits in strategic locations that can
serve areas with a shortage of cement production.




Infrastructure
has three wholly-owned subsidiaries. They are (a) Infrastructure Materials Corp
US, a Nevada corporation (“IMC US”) that holds title to our limestone related
claims and leases in the United States, (b) Silver Reserve Corp., a Delaware
corporation (“Silver Reserve” or “SRC”) that holds title to our precious metal
claims and leases, and (c) Canadian Infrastructure Corp, an Ontario, Canada
corporation (“CIC”). As of November, 2008, the Company re-focused its attention
and resources on the acquisition and exploration of limestone mineral claims.
Prior to that date, the Company was principally focused on the precious metal
properties now held by Silver Reserve. As of the period covered by this report,
the Company’s principal focus is on the limestone properties held by IMC US and
CIC. The following diagram illustrates our corporate structure.









3





Our head
office is at 1135 Terminal Way, Suite 207B, Reno, Nevada 89502 and our
administration office is also at this address. Our telephone number is
775-322-4448.




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. 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 explore its properties. Failure
to raise the necessary capital to continue 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 continue 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 require funds, or on terms satisfactory to us. The continued exploration
of current and future mineral properties and the development of our business will depend upon our
ability to establish the commercial viability of our properties and to
ultimately develop cash flow from operations and reach profitable operations. We
currently are in an exploration stage and we have no revenue from operations and
we are experiencing significant cash outflow from operating activities. If we
are unable to obtain additional financing, we will not be able to continue our
exploration activities and our assessment of the commercial viability of our
precious metal and mineral properties.




4




3.
            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 plan to conduct further exploration activities on
our properties, which future exploration may include the completion of
feasibility studies necessary to evaluate whether a
commercial 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.




4.
            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 $16,935,698 from inception to June 30, 2010, and incurred losses of
$3,314,953 during the fiscal year ended June 30, 2010. 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. In particular,
additional capital may be required in the event that: (i) the costs to acquire
additional mineral exploration claims are more than we currently anticipate; or
(ii) exploration and or future potential mining costs for additional claims
increase beyond our expectations.





5.
            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. We do not
presently carry property and liability insurance. Cost effective insurance
contains exclusions and limitations on coverage and may be unavailable in some
circumstances.




6.
            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 commercial mineable deposits.




5




7.
            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




8.
            THE
      COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
  DELAYS.





The
Company could face delays in obtaining permits to operate on the property
covered by the claims. Such delays could jeopardize financing, if any is
available, which could result in having to delay or abandon work on some or all
of the properties.




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.


6





Item
2 Properties





Description
of Property held by IMC US, a wholly-owned subsidiary of Infrastructure
Materials Corp.




The
following claim groups and leased mineral rights are described below: The Morgan
Hill Claim Group, the Rock Hill Claim Group, the Buffalo Mountain Claim Group,
the MM Claim Group, the Royale Claim Group, the Blue Nose Claim Group, the Wood
Hills Claim Group, the Pequop Claim Group, the Burnt Springs Claim Group, the
Jumbled Mountain Claim Group, the Lime Mountain Claim Group, the Ragged Top
Claim Group, the Blye Canyon Project, the Tres Alamos Project and the Aspen
Claim Group.





Nevada
and Idaho Property Location and Description





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








7





The
Morgan Hill Claim Group (other than the leased properties identified below), the
Rock Hill Claim Group, the Aspen Claim Group and the Buffalo Mountain Claim
Group were acquired as of November 7, 2008 when the Company purchased its now
wholly–owned subsidiary, IMC US.




Morgan
Hill Claim Group




The
Morgan Hill Claim Group consists of 208 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 I80 River Ranch Exit.
The Morgan Hill claims cover approximately 4,297 acres of land managed by the
BLM. 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 grade
zones.




The 208
Morgan Hill lode mining claims are identified by number as Nevada Mining Claims
(“NMC”) in the BLM records as follows:





NMC
989047 through 989130,


NMC
997410 through 997438, and


NMC
1006464 through 1006558.





Subsequent
to the period covered by this report, the Company elected to abandon 78 of the
208 claims.





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. Currently, a claim
holder is required to pay an annual fee to the BLM of $140 per claim on or
before September 1 of each year. Under legislation enacted in Nevada in March of
2010, claims owners are required to pay the State of Nevada an annual fee based
upon a tiered system that requires fees ranging from $70 to $189 per claim,
depending upon the total number of claims in Nevada that an owner holds. The
Company estimates, based upon its anticipated total number of claims to be held
in Nevada as of the next calculation date, that its annual fee will be $85 per
claim with the first such annual fee payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.




Included
in the Morgan Hill Claim Group are three groups of mineral rights known as: (a)
the Perdriau Mineral Rights, (b) the Hammond Mineral and Surface Rights and (c)
the Earl Edgar Mineral Trust Mineral Rights.


8





The
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
      1⁄4
                    
                    80
      acresSection
      15
                    
                    W1/2
      W1/2
                    
                    80
      acresSection
      19
                    
                    SE
      1⁄4
                    
                    80
      acresSection
      21
                    
                    N1/2
      NE1/4
                    
                    20
      acresSection
      21
                    
                    SW
      1⁄4
                    
                    80
      acresTotal
      Net acres
                    
                    340
      acres




Hammond
Surface Rights Lease and Mineral Rights Agreement





As of
January 15, 2010, the Company entered into a Property Lease Agreement with
Eugene M. Hammond (the “Hammond Lease”) for surface rights on 80 acres in Elko
County, Nevada described below (the “Hammond Surface Rights”). The term of the
Hammond Lease is five years and the annual rent is $500. The lessee is
responsible for the payment of all real estate taxes on the Hammond Surface
Rights. During the term of the Hammond Lease, the lessee has the exclusive right
to conduct exploration and development work on the Hammond Surface Rights. The
results of all drilling and exploration are of the property of the lessee. The
lessee is responsible for any environmental damage caused by the lessee and any
reclamation costs required as a result of drilling and testing. The lessee has
an option to purchase the property covered by the Hammond Lease for $15,000,
less the amount paid in rent during the term of the Hammond Lease. The Hammond
Surface Rights are located at the following PLSS coordinates: T37N, R58E,
Section 17, S 1⁄2 SE 1⁄4, Elko County, Nevada.





Also 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 1⁄4, Elko
County, Nevada.




Earl
Edgar Mineral Trust Mineral Rights





On
December 8, 2008 IMC US entered into a Mineral Rights Lease Agreement (the
“Edgar Lease Agreement”) with the Earl Edgar Mineral Trust (the “Edgar”) to
lease certain mineral rights in Elko County, Nevada described below (the “Edgar
Property”). The term of the Edgar Lease Agreement is ten years and will
automatically renew on the same terms and conditions for additional ten-year
periods, provided the lessee is conducting exploration, development or mining
either on the surface or underground at the property. The rent is to be paid
each year on January 1st. $1.00 per net acre was paid upon execution of the
Edgar Lease Agreement. On January 1 of each year commencing in 2010 and
extending for so long as the Edgar Lease Agreement is in effect, the lessee is
obligated to make the following payments:


9





2010
              
              $1.00
      per net acre2011
              
              $2.00
      per net acre2012
              
              $2.00
      per net acre2013
              
              $3.00
      per net acre2014
              
              $3.00
      per net acre2015
              
              $4.00
      per net acre2016
              
              $4.00
      per net acre2017
              
              $5.00
      per net acre in each year for the duration of the Edgar Lease
      Agreement.





The Edgar
Lease Agreement covers 100% of the mineral rights on 1,120 acres of the Edgar
Property (“Property A”) and 50% of the mineral rights on 6,720 acres of the
Edgar Property (“Property B”). Edgar is entitled to receive a royalty of $0.50
per ton for material mined and removed from Property A and $0.25 per ton for
material mined and removed from Property B during the term of the Edgar Lease
Agreement and any renewal thereof.





On April
9, 2009 the Company and Edgar entered into an Amendment to the Edgar Lease
Agreement (the “Amendment”), effective as of December 8, 2008. The Amendment
provides for Standard Steam LLC to carry out exploration for geothermal energy
sources on the Edgar Property after obtaining the written consent of the
Company. The Amendment also provides for other cooperation with Standard Steam
LLC regarding mineral rights on Property B of the Edgar Property.





Property
A of the Edgar Property is located at the following PLSS coordinates: T37N, R58E
Elko County, NV in the following sections:





Section
      3
              
              W
      1⁄4
              
              320
      acresSection
      9
              
              SE
      1⁄4
              
              160
      acresSection
      15
              
              E 1⁄2
      W 1⁄2
              
              160
      acresSection
      21
              
              NW
      1⁄4S 1⁄2
      NE 1⁄4
              
              240
      acresSection
      23
              
              S 1⁄2
      NW 1⁄4SW
      1⁄4
              
              240
      acresTotal
      Net acres
              
              
              
              1120
      acres





Property
B of the Edgar Property is located at the following PLSS coordinates in Elko
County, NV in the following townships, ranges and sections:




T37N,
      R58ESection
      3
              
              E
      1⁄2
              
              320
      acresSection
      9
              
              SW
      1⁄4
              
              160
      acresSection
      15
              
              W 1⁄2
      W 1⁄2E
      1⁄2
              
              480
      acresSection
      17
              
              all
              
              640
      acresSection
      19
              
              SE
      1⁄4
              
              160
      acresSection
      21
              
              S
      1⁄2N 1⁄2
      NE 1⁄4
              
              400
      acresSection
      23
              
              N 1⁄2
      NW 1⁄4E
      1⁄2
              
              400
      acresSection
      27
              
              All
              
              640
      acresSection
      29
              
              All
              
              640
      acresSection
      31
              
              All
              
              640
      acresSection
      33
              
              All
              
              640
      acres




10





Section
      35
              
              All
              
              640
      acresT
      36 N, R 58 ESection
      1
              
              N
      1⁄2
              
              640
      acresT
      37 N, R 59 ESection
      31
              
              All
              
              640
      acresTotal
      Net Acres
              
              
              
              3360
      acres





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





Rock
Hill Claim Group





The Rock
Hill Claim Group consists of 12 unpatented, lode mineral claims located in
Pershing County, Nevada, approximately 12 miles southeast of Mill City, Nevada.
Access is along unpaved roads about 25 miles southwest of Winnemucca, Nevada.
The Rock Hill claims cover approximately 248 acres. The property geology
indicates two basic units most likely in the rocks of the Natchez Pass
Formation. Each of the two limestone units is up to 300-400 feet thick with
siltstone/sandstone interbeds of variable thickness. The property is
approximately 12-14 miles from the current railhead in the Dunn Glenn area. Due
to the topography, access to this project would be difficult.





The 12
Rock Hill lode mining claims are identified by Nevada Mining Claim number in the
BLM records as follows:





NMC
1003539 through 1003545, and


NMC
1003575 through 1003579





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.





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





Aspen
Claim Group




The Aspen
Claim Group consists of 63 unpatented, lode mineral claims located in Caribou
and Bear Lake Counties in Aspen, Idaho, north of Montpelier and east of Soda
Springs. The claim group covers approximately 1,302 acres. The Aspen claims are
accessible from the southeast corner of Idaho. These lands are managed by the
U.S. Forest Service. The dominant rock type at Aspen is the Aspen Range
Formation and the Birdseye limestone member which is approximately 400 feet
thick. Adjacent sandstones of the Wells Formation provide a ready supply of
silica for cement. Geochemical results of samples taken from the property
indicate cement grade limestone ranging between 94% and 95%+ calcium carbonate
with minimal magnesium.




11




The 63
Aspen lode mining claims are identified in the BLM records by Idaho Mining Claim
numbers: IMC196421 through 196438, 196448 through 196456, 196466 through196474
and 196493 through 196419.





Subsequent
to the period covered by this report, the Company elected to abandon all 63
claims in this claim group.





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





Buffalo
Mountain Claim Group





The
Buffalo Mountain Claim Group consists of 9 unpatented, lode mineral claims
located in Pershing County, Nevada, approximately 20 miles northeast of the town
of Lovelock, Nevada. The Buffalo Mountain claims cover approximately 186 acres.
Access is along unpaved roads after leaving the interstate 4 miles north of
Lovelock. The geology indicates limestone within the Natchez Pass Formation. Due
to the topography, access to this area would be difficult.





The 9
Buffalo Mountain lode mining claims are identified in the BLM records by Nevada
Mining Claim numbers NMC 1003510 through 1003518.





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.





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





MM
Claim Group




The MM
Claim Group consists of 68 unpatented, lode mineral claims located in Clark
County, Nevada, approximately 10 miles south of Las Vegas, Nevada. The claim
group covers approximately 1,405 acres. This claim group was acquired as a
result of IMC US locating and staking the claims. Work has been conducted to
define the potential of the claim group. Samples have been taken with 10%
running an acceptable cement grade which may define a specific rock unit.
Surface mapping is completed and on file. Access is by paved and unpaved roads
south from Las Vegas.





The 68 MM
lode mining claims are identified in the BLM records by Nevada Mining Claim
numbers: NMC 1002566, 1002567, 1002575, 1002576, 1002584, 1002585 and 1002593
through 1002654.





Subsequent
to the period covered by this report, the Company elected to abandon 15 of the
68 claims.





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.


12





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





Royale
Claim Group





The
Royale Claim Group consists of 21 unpatented, lode mineral claims located in
Clark County, Nevada, approximately 15 miles south of Las Vegas, Nevada. The
claim group covers approximately 434 acres. This claim group was acquired as a
result of IMC US locating and staking the claims. Reconnaissance exploration
indicates good quality carbonates on the surface by visual inspection of hand
samples and geochemistry. Large areas on this group are accessible by track
mounted drilling equipment. Mapping and sampling is completed and on file.
Access is by a paved road located 18 miles south from Las Vegas and by an
unpaved road located 6 miles to the northwest.





The 21
Royale lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 1002680, 1002681, 1002689, 1002690, 1003242 through 1003245,
1003322, 1003323, 1003330 through 1003335, 10033344 and 1003357 through
1003360.





Subsequent
to the period covered by this report, the Company elected to abandon 17 of the
21 claims.





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.





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





Blue
Nose Claim Group





The Blue
Nose Claim Group consists of 301 unpatented, lode mineral claims located in
Lincoln County, Nevada, west of Tule Desert, along the south edge of the Clover
Mountains. The claim group covers approximately 6,219 acres. This claim group
was acquired as a result of IMC US locating and staking the claims. The property
was surface mapped in November of 2008 to define favorable rock horizons.
Results from this sampling indicate 60% of samples are of cement grade material.
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. Our Phase 1
drilling consisted of 10 holes.Eight of the 10 holes
drilled in the first phase of drilling encountered cement grade limestone assay
between 88% and 100% calcium carbonate with holes 8 and 10 failing to intercept
any significant cement grade thicknesses or values within 300 feet of the
surface due to their position being higher in the rock section. Based upon an
analysis of the first phase of drilling it appears that the limestone beds are
dipping to the west. Strip ratios in the area of the drill holes are
consideredacceptable. Areas
ofelevated
magnesium were encountered but do not appear to affect the overall value of the
cement grade zone. Subsequent
to the period covered by this report, the Company completed a drilling program
consisting of 28 holes for a total of 17,000 feet. Earlier drilling phases
included an additional 13,000 feet. Drilling has offered a better understanding
of the two units of limestone that make up the Monte Cristo Formation on the
Blue Nose Property.  Drilling indicates a 100-150 foot thick upper
limestone unit with a moderate amount of silica needed for cement, and a lower
high grade white limestone formation that is 400-450 feet thick.  As
expected, the bottom of the Monte Cristo Formation represents a thick dolomite
bed. 
 The
initial assay results from the first two holes received (BNR-42 and BNR-44) of
the Plan of Operations Drill Program are encouraging for limestone suited for
cement production. Below is a brief summary of the grades of calcium carbonate
(%) over depth in holes BNR-42 and BNR-44:
 
 ·
              BNR-42:  0’-145’
      – 100%; 150’-195’ – 97.95%; 295’-315’ – 86.23%; 330’-340’ – 91.44%;
      375’-380’ – 96.55%
 
 ·
              BNR-44:
      10’-25’ – 88.19%; 30’-70’ – 95.15%; 75’-170’ – 89.56%; 175’-185’ – 90.35%;
      220’-225’ – 88.91%; 225’-260’ – 98.99%; 265’-290’ – 89.21%; 295’-305’ –
      89.95%; 310’-335’ – 100%
 
 Once the
remaining assay results are received from the laboratory, the Company will
proceed with building the cross sections and assay files for potential resource
calculations that will be conducted by an independent
consultant.  Currently, the drill holes are being surveyed to
accurately locate the drill collars





The 301
Blue Nose lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 1002031 through 1002327 and 1014085 through
1014088.


13





Subsequent
to the period covered by this Report, the Company elected to abandon 46 of the
301 claims.





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.





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





Wood
Hills Claim Group





The Wood
Hills Claim Group consists of 129 unpatented lode mineral claims located in
Eastern Elko County, Nevada near Wells, Nevada. This claim group was acquired as
a result of IMC US locating and staking the claims. The claims are about 5 miles
southeast of the town. The claim group covers approximately 2665 acres. Access
is along unpaved roads to the project. Rail lines and Interstate Highway 80 run
through Wells. Limestone beds of the Devils Gate Formation and the Ely Formation
are exposed in gently dipping beds near the top and the southern extent of the
Wood Hills claims. Over 50 surface samples have been taken that show good cement
grade limestone.





The 129
Wood Hills lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 1020023 through 1020151.





Subsequent
to the period covered by this report, the Company elected to abandon 53 of the
129 claims.





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.





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





Pequop
Claim Group





The
Pequop Claim Group consists of 71 unpatented, lode mineral claims. This claim
group was acquired as a result IMC US locating and staking the claims. The
Pequop claims are located approximately 35 miles southeast of Wells, Nevada in
Elko County. They are reached by traveling south on Highway 93 about 12 miles
and then 20 miles to the east and south along a gravel road to the central
portion of the Pequop Range. The claim group covers approximately 1467 acres.
Railroad tracks are within a half mile of the southern portion of the claims.
East dipping and northeast striking beds of the Ely Formation are exposed here.
They stretch for over 2 miles to the north from the railroad tunnel in the
Southern Pequops. A number of the samples show good cement grade limestone with
some chert (fine grained silica rich sediments) beds and silicic limestone beds.
These silicic rocks could be used for a silica source in a limestone operation
to make cement.





The 71
Pequop lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 1020152 through 1020222.


14





Subsequent
to the period covered by this report, the Company elected to abandon 36 of the
71 claims.





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.





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





Ragged
Top Claim Group





The
Ragged Top Claim Group consists of 76 unpatented, lode mineral claims located in
both Pershing and Churchill Counties. This claim group was acquired as a result
IMC US locating and staking the claims. The claim group covers approximately
1570 acres and is located 23 miles southwest of Lovelock, Nevada and 8 miles
northwest of Interstate Highway 80, along an unpaved road from the Union Pacific
Rail corridor. Access is via the unpaved road. These claims cover 14 exposures
of limestone seen in the gently rolling hillsides. The claims have been mapped
and a number of surface samples have been taken.





The 76
Ragged Top lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 1014006 through 1014029, 1014031 through 1014037, 1014040
through 1014049 and 1014050 through 1014084.





Subsequent
to the date of this report, the Company elected to abandon 31 of the 76
claims.





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.





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





Lime
Mountain Claim Group





The Lime
Mountain Claim Group consists of 139 unpatented, lode mineral claims located in
eastern Lincoln County, Nevada, about 35 miles southeast of Caliente, Nevada and
about 90 miles northeast of Las Vegas, Nevada. This claim group was acquired as
a result IMC US locating and staking the claims. Access is south from Caliente
along state highway 317 to Elgin and then another 15 miles south on the dirt
road to Lyman Crossing where the road goes east for 15 miles to Lime Mountain.
The claim group covers approximately 2872 acres. A railroad line runs
north-south along Meadow Valley Wash through Lyman Crossing and Elgin. The
limestone crops out in a north-south line that is 2 miles long and is
approximately 1 mile wide. The project has been mapped and over 40 surface
samples have been taken. Many of the samples show cement grade
limestone.





The 139
Lime Mountain lode mining claims are identified in the BLM records by Nevada
Mining Claim numbers: NMC 1014089 through 1014226, and 1014469.


15





Subsequent
to the period covered by this report, the Company elected to abandon 70 of the
139 claims.





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.





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





Jumbled
Mountain Claim Group





The
Jumbled Mountain Claim Group consists of 242 unpatented, lode mineral claims
that are located in eastern Lincoln County, Nevada, about 90 miles northeast of
Las Vegas, Nevada. This claim group was acquired as a result IMC US locating and
staking the claims. Access is from Mesquite, Nevada along 20 miles of highway
and 35 miles of unpaved roads. The claims are located over three isolated
outcroppings of limestone covering approximately 5000 acres. These areas have
been mapped and sampled. There have been 283 surface rock chip samples
taken.




The 242
Jumbled Mountain lode mining claims are identified in the BLM records by Nevada
Mining Claim numbers: NMC 1014227 through 1014282, and 1014283 through
1014468.





Subsequent
to the period covered by this report, the Company elected to abandon 155 of the
242 claims.





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.





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





Burnt
Springs Claim Group





The Burnt
Springs Claim Group consists of 50 unpatented, lode mineral claims located in
the Burnt Springs Range 6 to 10 miles west and northwest of the Union Pacific
railway at Caliente, Nevada. This claim group was acquired as a result IMC US
locating and staking the claims. Access is along a paved highway for 7 miles
then 6 miles over unpaved roads. The claims are in three separate blocks in the
central part of Lincoln County, Nevada and cover approximately 1054 acres. The
Burnt Springs claims are located on thick bedded limestone sequences of the
lower Highland Peak Formation which are thinly covered by other rocks. A total
of 76 rock chips samples have been taken from the Highland Peak Formation in the
area of the claims.




The 50
Burnt Springs lode mining claims are identified in the BLM records by Nevada
Mining Claim numbers: NMC 1017566 through 1017586, and 1017588 through
1017616.


16




Subsequent
to the period covered by this report, the Company elected to abandon 25 of the
50 claims.





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 $140 per claim to the BLM and an annual fee estimated to be $85
per claim to the State of Nevada payable no later than June 1, 2011. In
addition, a claim holder is required to pay annual County filing fees in most
counties within Nevada and Idaho.





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




17


Arizona
Property Location and Description





The
following is a map highlighting the counties in the State of Arizona and the
areas where IMC US holds mineral exploration permits.











The
interests of IMC US in Arizona consist of mineral exploration permits that have
a duration of one year from the date of issuance. The permits can be renewed for
up to four additional one-year terms for a total of five years and provide the
holder of the permit with an exclusive right to explore for minerals within the
state land covered by the permit and to apply for mineral leases to such land.
The holder of a permit may remove from the land only the amount of material
required for sampling and testing and is responsible for any damage or
destruction caused by the holder’s exploration activities. The holder of a
permit is entitled to ingress and egress to the covered site along routes
approved by the Arizona State Land Department. IMC US has posted a bond required
by the State of Arizona to back any reclamation required as a result of work
performed. The permit is renewable if the holder has expended not less than
$10.00 per acre during each of the first two year-long periods and $20.00 per
acre during each of the next three year-long periods. The permit fee is $2.00
per acre for the first two years and $1.00 per acre per year for the following
three years. Upon termination of a mineral exploration permit, the State of
Arizona is entitled to information collected by the permit holder. In the event
that a permit holder discovers a valuable mineral deposit, the permit holder may
apply to the Arizona State Land Department for a mineral lease having a term of
20 years and renewable for an additional 20 years. A permit holder shall be the
preferred recipient of the mineral lease, provided that all applicable
requirements are met. A mineral lease entitles the lessee to develop and
establish a mine on the leased premises, provided that a mine plan and all
necessary approvals are obtained.


18




Blye
Canyon Project





The Blye
Canyon Project consists of four State of Arizona mineral exploration permits
numbered 08-114298 through 08-114301.





The Blye
Canyon Project area is about 23 miles west of Seligman in northwest Arizona.
Access is west from Seligman, 25 miles on Highway 66 and then south of Highway
66 about 8 miles on unpaved roads to the border of Yavapai and Mohave Counties.
IMC US holds mineral exploration permits issued by the State of Arizona on 3.5
sections of land totaling 2,227 acres. The basal unit in the rocks in this area
is a 300 feet-thick high magnesium carbonate sediment with minor chert (high
silica sediment) and limestone beds. Overlying this is a clean gray white
limestone that may be 100 to 150 feet thick. The gently north to northeast
dipping rocks have little relief in the low rolling hills. The project area has
been mapped and over a hundred samples have been taken. Many cement grade values
were found in the samples.





Subsequent
to the period covered by this report, the Company received from the State of
Arizona approval of mineral exploration permits for two additional sections
covering 1,280 acres.





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





Tres
Alamos Project





The Tres
Alamos Project consists of 14 State of Arizona mineral exploration permits
numbered 08-114302 through 08-114304 and 08-114314 through
08-114324.





The Tres
Alamos Project is located 65 miles east of Tucson and 18 miles northeast of
Benson, Arizona. Access is along paved and unpaved roads north and east of
Benson. IMC US has leased 14 sections of State of Arizona land in the Little
Dragoon Mountains and the area just north of them in Cochise County. These
permits cover about 7911 acres. Railroad lines are approximately 12 miles to the
southeast of the project area. Tres Alamos Wash and the Palomas Ridge to the
north are the areas with limestone outcrops. The limestone beds have a moderate
east dip and northwest strike in the area of Palomas Ridge. The exposures of the
limestone sediments stretch over 8000 feet in the NW-SE direction on Palomas
Ridge and for about 2000 feet in the SW-NE direction. In Tres Alamos Wash, the
beds dip to the southeast and strike generally northeast. Over 300 surface rock
chip samples have been taken and indicate good cement grade limestone. The area
has been mapped by a consulting geologist.




19


Description
of Property held by Canadian Infrastructure Corp.(“CIC”), a wholly-owned
subsidiary of Infrastructure Materials Corp.





Property
Location and Description




In
December of 2009, the Company expanded its area of exploration to include areas
with a potential for cement stone located in south-central Manitoba, Canada. The
Company acquired Canadian Infrastructure
Corp.(“CIC”),
as a wholly-owned subsidiary pursuant to a Share Exchange Agreement (the
“Agreement”) between the Company, CIC and Todd D. Montgomery dated as of
December 15, 2009. See Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations and Item 13, Certain Relationships
and Related Transactions, and Director Independence herein. CIC holds 95 quarry
leases granted by the Province of Manitoba on three properties known as the
Dauphin property, the Winnipegosis property and the Spence property. These
leases cover 6,090 hectares or 15,049 acres. Exploration had been done on all
three properties in the past.




The
following is a map highlighting the properties held by CIC in Manitoba,
Canada.











SMD
Mining Ltd., which merged with Eldorado Mining to become Cameco, carried out
drilling and sampling on the Dauphin property in 1988 – 89. In 1991, Cameco
carried out compilation geology, sampling and drilling on the Winnipegosis
property. In 1992 Continental Lime Ltd. carried out outcrop sampling and
drilling on the Spence property. The Dauphin property covers an area of high
calcium shale known as the White Speckled Shale unit of Cretaceous age. This
unit is from 2 to 8 meters in thickness. The Winnipegosis and Spence properties
cover an area of high calcium limestone, part of the Dawson Bay Formation of
Devonian age. CIC drilled the Dauphin property in 2009. The drilling was done to
verify the original Cameco drilling and also to extend the
zone.


20





Dauphin
Group - The Dauphin Property, the Winnipegosis Property and the Spence
Property





The
Dauphin Property consists of 35 quarry mineral leases. The 35 quarry mineral
leases are identified by Quarry Lease number in the Manitoba Innovation, Energy
and Mines, Mines Branch records as follows: QL-1958 through 1981 and 2055
through 2065.





The
Winnipegosis Property consists of 25 quarry mineral leases identified by Quarry
Lease number in the Manitoba Innovation, Energy and Mines, Mines Branch records
as follows: QL-1983 through 2004 and 2050 through 2052.





The
Spence Property consists of 35 quarry mineral leases identified by Quarry Lease
number in the Manitoba Innovation, Energy and Mines, Mines Branch records as
follows: QL-2005 through 2011, 2013, 2015 through 2033, 2037, and 2039 through
2045.





CIC is
the registered lessee of this claim group. There are no underlying agreements or
royalty interests of third parties that pertain to these claims. CIC 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. Currently, a claim holder is required to
pay annual rent of CDN$24 per hectare of fraction thereof per
lease.




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


21





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: Klondyke Claim Group, Dyer Claim
Group, Montezuma Claim Group, Nivloc Claim Group (now identified as NL Extension
Projects Claim Group), Sylvania Claim Group, Santa Fe Claim Group, Silver Queen
Claim Group, Blue Dick Claim Group, Weepah Hills Claim Group, Kope Scheelite
Group, Quailey Patented Claims and Quailey Unpatented Claims, Pansy Lee Claim
Group, Gold Point Claim Group and Red Rock Mill. These claims were originally
acquired by the Company and assigned to SRC.




Mohave
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. (the “Mojave
Silver Property”) to acquire a 100% interest in claims located in Esmeralda
County and Mineral County, Nevada (as further described below) and known as the
Klondyke Claim Group, Dyer Claim Group, Montezuma Claim Group, Nivloc Claim
Group (now identified as NL Extension Projects Claim Group), Sylvania Claim
Group, Santa Fe Claim Group, Silver Queen Claim Group, Blue Dick Claim Group,
Weepah Hills Claim Groups, Kope Scheelite Group, Quailey Patented Claims and
Quailey Unpatented Claims (collectively the “Mojave Claims”). The Mojave Claims
were conveyedin
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 our
wholly-owned subsidiary, SRC.




22




Silver
Queen Claim Group




The
Silver Queen Claim Group consists of 147 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 3,037 acres. The
property is accessed by dirt roadways.




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 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
$140 per claim to the BLM and an annual fee estimated to be $85 per claim to the
State of Nevada payable no later than June 1, 2011. In addition, a claim holder
is required to pay annual County filing fees in most counties within Nevada and
Idaho.





The 147
Silver Queen lode mining claims are identified in the BLM records by Nevada
Mining Claim numbers: NMC 969847 through 969850, 870453 through 870535, 966963
through 967017, 986543, 969852 through 969853, 737071 and 737072.




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




NL Extension Projects Claim
Group




The NL
Extension Projects Claim Group 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. In
previous reports filed by the Company, this claim group was sometimes referred
to as the “Nivloc Claim Group.”





The NL
Extension Projects Claims are located approximately 6.5 miles southwest of
Silver Peak, Nevada and are accessible along a dirt road 7 miles west of Silver
Peak. Elevations on the property range from 5900 feet to 6400 feet. The NL
Extension Projects Claims lie on the eastern flank of Red Mountain and, with the
Sixteen-to-One and Mohawk deposits, form 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.




23




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
$140 per claim to the BLM and an annual fee estimated to be $85 per claim to the
State of Nevada payable no later than June 1, 2011. In addition, a claim holder
is required to pay annual County filing fees in most counties within Nevada and
Idaho.





The 18 NL
Extension lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 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.





Klondyke
Claim Group





The
Klondyke Claim Group consists of 104 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 2,149 acres and is accessed by
Nevada Route 93 and dirt road access. Fifty-six claims were acquired pursuant to
the Mojave Purchase Agreement. SRC staked an additional forty-eight
claims.




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.





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
$140 per claim to the BLM and an annual fee estimated to be $85 per claim to the
State of Nevada payable no later than June 1, 2011. In addition, a claim holder
is required to pay annual County filing fees in most counties within Nevada and
Idaho.





The 104
Klondyke lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 867448 through 867503, 936129 through 936136, 964630 through
964635, 964637 through 964656, 964662 through 964667, 944675, 964682, 964689,
and 964696 through 964700.




Subsequent
to the period covered by this report, the Company elected to abandon 56 of the
104 claims.


24


In
addition, we lease two patented claims from Ovidia Harting (“Harting”) pursuant
to a 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
we 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 President and Annex claims,
survey No. 4141 in Section 30T IN, R43E 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.





Dyer
Claim Group





The Dyer
Claim Group consists of 8 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,
Esmeralda County and cover approximately 165 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.




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 $140 per claim to the BLM and an annual fee
estimated to be $85 per claim to the State of Nevada payable no later than June
1, 2011.  In addition, a claim holder is required to pay annual County
filing fees in most counties within Nevada and Idaho.





The 8
Dyer lode mining claims are identified in the BLM records by Nevada Mining Claim
numbers: NMC 871091 through 871094 and 871099 through 871102.





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





Sylvania
Claim Group




The
Sylvania Claim Group consists of 2 unpatented, lode mineral claims located in
Esmeralda County, Nevada.  The Sylvania claims are accessible from the
town of Lida, Nevada.  This claim group covers approximately 41
acres.




The
Sylvania District consists of a number of prospects, the Sylvania Mine and three
small open pit mines.  Production has occurred in the past. The
deposits occur in a mile-wide northwest-trending belt or zone.  Based
upon publicly available records, the deposits are mainly silver-lead but some
gold and tungsten also occurs.  Most of the silver-lead deposits are
veins in limestone.  SRC held a larger group of claims at this
location but felt that further work was not warranted and allowed all but two
claims covering the old workings to lapse.





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 $140 per claim to the BLM and an annual fee
estimated to be $85 per claim to the State of Nevada payable no later than June
1, 2011.  In addition, a claim holder is required to pay annual County
filing fees in most counties within Nevada and Idaho.


25


The 2
Sylvania lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 871136 and 871137





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





Montezuma
Claim Group




The
Montezuma Claim Group consists of 10 unpatented, lode mineral claims located in
Esmeralda County, Nevada approximately 12 miles southwest of the town of
Goldfield, Nevada on Highway 95.  Access to the property is along
Highway 95, 6 miles south of Goldfield and then approximately 14 miles west
along a dirt road.  The property lies at elevations ranging from 6400
feet to 6895 feet.  This claim group covers approximately 207
acres.  The Montezuma District consists of a number of prospects, some
shafts and tunnels and one small mine. Based upon publicly available records,
the district is predominantly a silver-lead district although small amounts of
copper, gold and bismuth were found in some of the producers. The deposits
consist of quartz veins in limestone and shale.  Mapping done in the
spring of 2008 indicates the property lies on the southern edge of a caldera,
warranting further exploration work. A "caldera" is cauldron-like volcanic
feature formed by the collapse of land following a volcanic
eruption.





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 $140 per claim to the BLM and an annual fee
estimated to be $85 per claim to the State of Nevada payable no later than June
1, 2011.  In addition, a claim holder is required to pay annual County
filing fees in most counties within Nevada and Idaho.





The 10
Montezuma lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 871181 through 871186 and 870091 through 870094.





Subsequent
to the period covered by this report, the Company elected to abandon 5 of the 10
claims.





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 Blue
Dick Claim Group consists of 19 unpatented, lode mineral claims located in
Esmeralda County, Nevada, approximately 2.5 miles west of the town of Lida,
Nevada on Highway 3.  Access is by dirt road.  This claim
group covers approximately 393 acres.





The Blue
Dick claims are located in the SE part of the Palmetto Mining
District.  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.


26





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.





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 $140 per claim to the BLM and an annual fee
estimated to be $85 per claim to the State of Nevada payable no later than June
1, 2011.  In addition, a claim holder is required to pay annual County
filing fees in most counties within Nevada and Idaho.





The 19
Blue Dick lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 868274 through 868278 and 868284 through 868297.





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





Weepah
Hills Claim Group




The
Weepah Hills claim is located in Esmeralda County, Nevada, approximately 15.5
miles southwest of Tonopah, Nevada on Highways 95/6.  Access to this
claim is via a dirt road leading off Highways 95/6.  After the initial
examination of this claim group, the Company decided further work was not
warranted and all but one unpatented, lode mineral claim covering the old
workings were allowed to lapse.  This claim covers approximately 21
acres.  There are mine workings and a large head frame on the claim,
which was operated in the early 1960’s, according to public
records.





SRC is
the registered holder of this claim group.  There are no underlying
agreements or royalty interests of third parties that pertain to this claim. SRC
will remain as the record holder of the claim as long as it continues to make
all payments required by law to maintain the claim.  These payments
include an annual fee of $140 per claim to the BLM and an annual fee estimated
to be $85 per claim to the State of Nevada payable no later than June 1,
2011.  In addition, a claim holder is required to pay annual County
filing fees in most counties within Nevada and Idaho.





The
single Weepah Hills lode mining claim is identified in the BLM records by Nevada
Mining Claim number: NMC 868319.





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





Kope
Scheelite Claim Group




The Kope
Scheelite Claim Group consists of 26 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 6800 feet to 7000 feet.  The Kope
Scheelite 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 537
acres.




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


27





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 $140 per claim to the BLM and an annual fee
estimated to be $85 per claim to the State of Nevada payable no later than June
1, 2011.  In addition, a claim holder is required to pay annual County
filing fees in most counties within Nevada and Idaho.





The 26
Kope Scheelite lode mining claims are identified in the BLM records by Nevada
Mining Claim numbers: NMC 871216 through 871223, 871229 through 871240, 871244,
964722 through 967424 and 694732 through 964733.





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 16 unpatented, lode mineral claims located in Mineral
County, Nevada, approximately five miles north of Luning,
Nevada.  This claim group covers approximately 331
acres.  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 will be developed to define drill targets at a future
date.





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 $140 per claim to the BLM and an annual fee
estimated to be $85 per claim to the State of Nevada payable no later than June
1, 2011.  In addition, a claim holder is required to pay annual County
filing fees in most counties within Nevada and Idaho.





The 16
Santa Fe lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 868205 through 868210, 868214 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.




Quailey
Claim Group




The
Quailey Mine Claim Group consists of 7 unpatented, lode mineral claims and 10
patented claims (for a total of 17 claims) located in Mineral County, Nevada
approximately 16 miles southeast of Hawthorne, Nevada on the northwest side of
Excelsior Mountains.    This claim group covers
approximately 341 acres.





In the
past the Federal government permitted private parties to obtain title to a claim
known as a “patent 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.  Staked
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 right is restricted to the
extraction and development of mineral deposits.  No land ownership is
conveyed with an unpatented claim.


28


The
Quailey Mine claims are located approximately 25 miles south, southeast from the
town of Hawthorne, Nevada 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 4000 feet of developed mine workings.





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 $140 per claim to the BLM and an annual fee
estimated to be $85 per claim to the State of Nevada payable no later than June
1, 2011.  In addition, a claim holder is required to pay annual County
filing fees in most counties within Nevada and Idaho.  Also, the
patented claims are subject to County real estate taxes.





The 7
Quailey lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 916095 through 916096, 916099, 916103, 935444 through
935446.  The patented claims are identified as follows:





Parcel 1:
Patented Claim, Mineral County Parcel APN 08-200-11; PLSS T5N R31E MDM Sections
2 and 3 as Patent File #141100.


Parcel 2,
which includes eight claims named Butte, Central, Calumet, Red Bank, Bonanza,
Great Eastern, Roosevelt and Bisbee known as Mineral County Parcels APN
09-200-10 and APN 09-200-12; PLSS T5N R31E MDM Sections 1, 2, 3, 10 & 11
with Patent File #141941.


Parcel 3,
which includes the Northeasterly 750 feet of the San Juan claim designated by
Survey No. 3303, PLSS T5N R31E MDM, recorded as Patent File #141941 and known as
Mineral County Parcel APN 09-200-05.





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 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, in the
event that any one or more claims becomes a producing claim, our revenue 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 arms
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 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.


29


The Pansy
Lee Claim Group currently consists of 30 unpatented, lode mineral claims located
in Humboldt County, Nevada, approximately eight miles northwest of Winnemucca,
Nevada.  The claim group covers approximately 620
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 groups:




Date
                        
                        Action
                        
                        Tons
                        
                        
                        Au
                        
                        
                        Ag1936-37
                        
                        Shipped
                        
                        
                        205
                        
                        
                        
                        -
                        
                        
                        
                        -1939-40
                        
                        Shipped
                        
                        
                        1,677
                        
                        
                        
                        -
                        
                        
                        
                        -1939-42
                        
                        Milled
                        
                        
                        39,598
                        
                        
                        
                        0.134
                        
                        
                        
                        11.51941
                        
                        Shipped
                        
                        
                        407
                        
                        
                        
                        0.385
                        
                        
                        
                        32.5Total
                        
                        
                        
                        
                        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, we hold this claim group through our wholly-owned subsidiary,
SRC, 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 $140 per claim to the
BLM and an annual fee estimated to be $85 per claim to the State of Nevada
payable no later than June 1, 2011.  In addition, a claim holder is
required to pay annual County filing fees in most counties within Nevada and
Idaho.





The 30
Pansy Lee lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 859406 through 859432 and 879333 through 879335.





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




30





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.





The Gold
Point Claim Group now consists of 8 unpatented lode mineral claims covering
approximately 165 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.





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 $140 per claim to the BLM and an annual fee
estimated to be $85 per claim to the State of Nevada payable no later than June
1, 2011.  In addition, a claim holder is required to pay annual County
filing fees in most counties within Nevada and Idaho.





The 8
Gold Point lode mining claims are identified in the BLM records by Nevada Mining
Claim numbers: NMC 975797 through 975802, 975804 and 975806.





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. to purchase a mill building and related milling equipment
located on 28 mill site claims at 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 valued at $1,743,750
pursuant to a Property Purchase Agreement with International Energy Resources,
Inc.





On August
1, 2006 the Company purchased the refinery equipment from Nevada Refinery Inc.
in exchange for 88,500 shares of common stock of the Company, valued at
$22,125.  This equipment can be used to refine “dore” 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 south east 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.


31


In August
2009 22 of the 28 originally acquired mill site claims were
abandoned.  The Red Rock Mill claims now consist of 6 unpatented, mill
site claims covering approximately 30 acres.





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 $140 per claim to the BLM and an annual fee
estimated to be $85 per claim to the State of Nevada payable no later than June
1, 2011.  In addition, a claim holder is required to pay annual County
filing fees in most counties within Nevada and Idaho.





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





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





Regulations
Governing Mining Exploration in Nevada, Idaho and Arizona





All
mining exploration in Nevada, Idaho and Arizona 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, archeologicaland historical
sites; road building; plus other matters.





Mining
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.





Mining
exploration on Arizona state land is subject to regulation by the Arizona State
Lands Department.  An exploration permit is needed to drill or trench
and a plan of operations must be submitted and approved. A reclamation bond is
posted when the exploration permit is issued and additional fees can be added
when the plan of operations is approved, if plants and trees are to be removed
or damaged.





All
mining exploration on federal lands in Nevada, Idaho and Arizona is carried out
subject to regulations established by the United States Department of Interior
under its Bureau of Land Management (“BLM”) or United States Forest Service
(“USFS”) agencies, 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 back the Company’s obligations to restore the site and correct
environmental damage (if any) caused by the Company’s activities.





Item
3.   Legal Proceedings.





There is
no legal proceeding pending or, to the best of our knowledge, threatened against
the Company.





Item
4. Removed and Reserved


32




PART
II




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





As of
June 30, 2010, there were 68,193,457 shares of common stock of the Company (a
“Share” or “Shares”) outstanding, held by 583 shareholders of
record.





Securities issued during the
Year Ended June 30, 2008





Convertible
Debentures issued in the year ended June 30, 2007 as well as Convertible
Debentures of similar terms issued in the year ended June 30, 2006, were
converted into Shares and warrants between October 3, 2007 and November 5,
2007.  This resulted in the issuance of 7,002,134 Shares and 7,002,134
warrants.  Accrued interest on the Convertible Debentures was paid in
184,596 Shares of the Company.  The expiry dates of the warrants were
extended to December 31, 2009 by a resolution of the Board of Directors on June
18, 2008.





Effective
as of September 1, 2007, the Company entered into an agreement with Brehnam
Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
on financial matters, business growth and development, and general business
matters.  The Company paid Brehnam 1,500,000 restricted Shares earned
in equal installments of 375,000 Shares on December 1, 2007, June 1, 2008,
December 1, 2008 and June 1, 2009.  The said 1,500,000 Shares were
tendered in one certificate upon execution of the agreement and were deemed to
be in Brenham’s possession.  On July 6, 2009, the consulting period
was extended to August 30, 2011 without further compensation.





Effective
as of September 1, 2007, the Company entered into an agreement with Costa View
Inc. (“Costa”) for a term of 24 months to provide consulting services on
financial public relations, business promotion, business growth and development,
including mergers and acquisitions, and general business matters.  The
Company paid Costa 1,500,000 restricted Shares earned in equal installments of
375,000 Shares on December 1, 2007, June 1, 2008, December 1, 2008 and June 1,
2009.  The said 1,500,000 Shares were tendered in one certificate upon
execution of the agreement and were deemed to be in Costa View’s possession. On
July 6, 2009, the consulting period was amended and extended to August 30, 2011
without further compensation.





On
February 15, 2008 the Company entered into an agreement with Roger Hall, then an
officer and director of the Company, to acquire 15 mineral claims referred to as
the Gold Point Claim Group in consideration of $5,000 payable in cash and
175,000 Shares of the Company, valued at $105,000.





Between
March and September 2008 the Company issued 175,000 Shares valued at $85,250 to
Endeavor Holdings, Inc. in accordance with the terms of a contract dated March
3, 2008.  The contract was terminated on October 1,
2008.


33


Securities issued during the
Year Ended June 30, 2009





On August
22, 2008, the Company completed private placements with accredited investors for
7,040,000 Units (individually, a “Unit”) at $0.50 per
Unit.   Each Unit consists of one Share and one half a Share
purchase warrant.  Each full warrant entitles the holder to purchase
one Share at a price of $0.75 on or before September 1, 2010.  This
private placement was exempt from registration under the Securities Act of 1933,
as amended (the “Securities Act”) pursuant to an exemption afforded by
Regulation S promulgated thereunder (“Regulation S”). All of the investors were
non-U.S. Persons, as that term is defined under Regulation S. In connection with
the private placement, the Company paid a commission of $147,000 and issued
294,000 “broker warrants” to purchase Units at $0.50 per Unit.  Any
Units sold pursuant to the exercise of the broker warrants have the same terms
as the Units sold to investors.





On
December 11, 2008, the Board of Directors approved a one time offer to all
warrant holders to reduce the exercise price of all unexercised warrants from
$0.75 to $0.25 per Share, if the warrants were exercised prior to February 28,
2009. The Company received elections to purchase 8,900,907 common shares under
the one time offer for exercise of warrants at $0.25 per share and issued
8,900,907 common shares for total consideration of $2,225,227.





Securities issued during the
Year Ended June 30, 2010





The
Company entered into an agreement to acquire, as a wholly-owned subsidiary,
Canadian Infrastructure Corp., a Canadian corporation, pursuant to a Share
Exchange Agreement (the “CIC Agreement”) between the Company, CIC and Todd D.
Montgomery dated as of December 15, 2009.  Under the terms of the CIC
Agreement, the Company acquired all of the issued and outstanding stock of CIC
in exchange for 1,021,777 shares of the Company.  The Company is
accounting for the acquisition of CIC as a business combination that is
accounted for under the acquisition method as discussed in FASB ASC Topic 805.
The CIC Agreement closed on February 9, 2010.





On June
25, 2010, the Company completed a private placement of 6,973,180 shares of the
Company’s common stock at a price of $0.23 per Share for total consideration of
$1,603,831. The private placement was exempt from registration under the
Securities Act of 1933, as amended, pursuant to an exemption afforded by
Regulation S promulgated thereunder.  Each investor that participated
in the private placement was a non-“U.S. Person” as that term is defined under
Regulation S.





Our
common stock is traded on the Over the Counter Bulletin Board sponsored by the
National Association of Securities Dealers, Inc. under the symbol “IFAM”
(formerly “SLVV”). The Over the Counter Bulletin Board 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. The high and
low sales prices of our common stock during the fiscal years ended June 30, 2010
and June 30, 2009 are as follows:


34





Quarterended
                      
                      High
                      
                      
                      LowSeptember
      30, 2009
                      
                      $
                      0.40
                      
                      
                      $
                      0.23December
      31, 2009
                      
                      $
                      0.36
                      
                      
                      $
                      0.15March
      31, 2010
                      
                      $
                      0.32
                      
                      
                      $
                      0.13June
      30, 2010
                      
                      $
                      0.35
                      
                      
                      $
                      0.14September
      30, 2008
                      
                      $
                      0.69
                      
                      
                      $
                      0.30December
      31, 2008
                      
                      $
                      0.35
                      
                      
                      $
                      0.08March
      31, 2009
                      
                      $
                      0.37
                      
                      
                      $
                      0.15June
      30, 2009
                      
                      $
                      0.52
                      
                      
                      $
                      0.18




Stock Option
Plan





On April
20, 2006, we adopted the 2006 Stock Option Plan (the "Plan") under which our
officers, directors, consultants, advisors and employees may receive stock
options.  The aggregate number of shares of common stock that may be
issued under the plan is 5,000,000.  The purpose of the Plan is to
assist us in attracting and retaining selected individuals to serve as
directors, officers, consultants, advisors, and employees of Infrastructure
Materials Corp. who contribute to our success, and to achieve long-term
objectives that will inure to the benefit of all shareholders through the
additional incentive inherent in the ownership of our common
stock.  Options granted under the plan will be either "incentive stock
options", intended to qualify as such under the provisions of section 422 of the
Internal Revenue Code of 1986, as from time to time amended (the "Code") or
"unqualified stock options".  For the purposes of the Plan, the term
"subsidiary" shall mean “Subsidiary Corporation,” as such term is defined in
section 424(f) of the Code, and "affiliate" shall have the meaning set forth in
Rule 12b-2 of the Exchange Act.





The
following table summarizes the options outstanding as of June 30,
2010:


35





Weighted
                  
                  
                  Weightedaverage
                  
                  
                  averageremaining
                  
                  
                  remainingcontractual
                  
                  
                  contractualOption Price
                  
                  
                  life (inyears)
                  
                  
                  life (in years)
                  
                  
                  Number of options:Expiry Date
                  
                  Per Share
                  
                  
                  2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Aug
      15, 2009
                  
                  $
                  0.25
                  
                  
                  
                  
                  
                  
                  4.51
                  
                  
                  
                  -
                  
                  
                  
                  50,000Aug
      30, 2009
                  
                  $
                  0.25
                  
                  
                  
                  
                  
                  
                  0.17
                  
                  
                  
                  -
                  
                  
                  
                  20,833Aug
      30, 2009
                  
                  $
                  0.15
                  
                  
                  
                  
                  
                  
                  0.17
                  
                  
                  
                  -
                  
                  
                  
                  10,417Dec
      31, 2009
                  
                  $
                  0.30
                  
                  
                  
                  
                  
                  
                  0.51
                  
                  
                  
                  -
                  
                  
                  
                  50,000Dec
      31, 2009
                  
                  $
                  0.35
                  
                  
                  
                  
                  
                  
                  0.51
                  
                  
                  
                  -
                  
                  
                  
                  133,333Sep
      30, 2010
                  
                  $
                  0.15
                  
                  
                  
                  0.26
                  
                  
                  
                  4.51
                  
                  
                  
                  250,000
                  
                  
                  
                  250,000Oct
      15, 2010
                  
                  $
                  0.15
                  
                  
                  
                  0.30
                  
                  
                  
                  4.57
                  
                  
                  
                  300,000
                  
                  
                  
                  300,000June
      30, 2011
                  
                  $
                  0.47
                  
                  
                  
                  1.01
                  
                  
                  
                  5.00
                  
                  
                  
                  50,000
                  
                  
                  
                  50,000Aug
      30, 2011
                  
                  $
                  0.25
                  
                  
                  
                  1.18
                  
                  
                  
                  
                  
                  
                  
                  250,000
                  
                  
                  
                  -April
      9, 2012
                  
                  $
                  0.30
                  
                  
                  
                  1.80
                  
                  
                  
                  2.82
                  
                  
                  
                  1,800,000
                  
                  
                  
                  1,800,000April
      16, 2012
                  
                  $
                  0.30
                  
                  
                  
                  1.82
                  
                  
                  
                  2.84
                  
                  
                  
                  50,000
                  
                  
                  
                  50,000Jan
      23, 2013
                  
                  $
                  0.30
                  
                  
                  
                  2.61
                  
                  
                  
                  3.62
                  
                  
                  
                  50,000
                  
                  
                  
                  50,000April
      1, 2013
                  
                  $
                  0.35
                  
                  
                  
                  2.79
                  
                  
                  
                  3.81
                  
                  
                  
                  50,000
                  
                  
                  
                  50,000Dec
      10, 2013
                  
                  $
                  0.15
                  
                  
                  
                  3.50
                  
                  
                  
                  4.51
                  
                  
                  
                  1,475,000
                  
                  
                  
                  1,675,000Feb
      2, 2014
                  
                  $
                  0.31
                  
                  
                  
                  3.65
                  
                  
                  
                  4.66
                  
                  
                  
                  150,000
                  
                  
                  
                  150,000Oct
      22, 2014
                  
                  $
                  0.33
                  
                  
                  
                  4.38
                  
                  
                  
                  
                  
                  
                  
                  25,000
                  
                  
                  
                  -Jan
      14, 2015
                  
                  $
                  0.25
                  
                  
                  
                  4.61
                  
                  
                  
                  
                  
                  
                  
                  250,000
                  
                  
                  
                  -Feb
      16, 2015
                  
                  $
                  0.28
                  
                  
                  
                  4.70
                  
                  
                  
                  
                  
                  
                  
                  100,000
                  
                  
                  
                  -Apr
      25, 2015
                  
                  $
                  0.23
                  
                  
                  
                  4.89
                  
                  
                  
                  
                  
                  
                  
                  50,000
                  
                  
                  
                  -Options
      outstanding at end of year
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  4,850,000
                  
                  
                  
                  4,639,583Weighted
      average exercise price at end of year
                  
                  
                  
                  
                  
                  
                  $
                  0.23
                  
                  
                  $
                  0.24Weighted
      average remaining contractual life (in years)
                  
                  
                  
                  2.43
                  
                  
                  
                  3.65





Number of options:2010
                    
                    
                    2009Outstanding,
      beginning of year
                    
                    
                    4,639,583
                    
                    
                    
                    2,600,000Granted
                    
                    
                    675,000
                    
                    
                    
                    4,550,000Expired
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -Forfeited
                    
                    
                    (464,583
                    )
                    
                    
                    (2,510,417
                    )Cancelled
                    
                    
                    -
                    
                    
                    
                    -Outstanding,
      end of year
                    
                    
                    4,850,000
                    
                    
                    
                    4,639,583Exercisable,
      end of year
                    
                    
                    4,366,666
                    
                    
                    
                    3,523,750





Item
6.   Selected Financial Data





Not
applicable




36





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, 2010





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,
2010, we had accumulated losses of $16,935,698 (June 30, 2009 -
$13,620,745).  Our ability to emerge from the exploration stage and
conduct mining operations is dependent, in large part, upon our raising
additional equity financing.





As
described in greater detail below, the Company’s major financial endeavor over
the years has been its effort to raise additional capital to pursue its
exploration activities.





In
November of 2008, the Company refocused its business to concentrate on the
exploration and, if warranted, development of cement grade limestone properties,
also located in the States of Nevada and Idaho. The Company’s limestone assets
are held by its wholly-owned subsidiary, IMC US which was acquired pursuant to a
Share Exchange Agreement as of November 7, 2008. IMC US held five limestone
properties at the time of purchase, covering a total of 402 mineral
claims.  These claim groups were; the Morgan Hill Group, LM Group,
Rock Hill Group, Buffalo Mountain Group and the Aspen Group.  The LM
Group was abandoned in August 2009 and subsequent to the period covered by this
report, the Company abandoned the Aspen Group.





On
December 1, 2008, the Company amended its Certificate of Incorporation to change
its name from “Silver Reserve Corp.” to “Infrastructure Materials
Corp.”





In
December 2009, the Company further expanded its limestone exploration activities
by acquiring CIC, which owns limestone quarry leases located in Manitoba,
Canada.  The Company purchased CIC, its now wholly owned subsidiary,
pursuant to a Share Exchange Agreement (the “CIC Agreement”) between the
Company, CIC and Todd D. Montgomery. Mr. Montgomery was the sole shareholder of
CIC.  Because Mr. Montgomery is also the Company’s Chief Executive
Officer and a member of its Board of Directors, the CIC Agreement was approved
by the disinterested members of the Company’s Board of Directors after obtaining
an independent appraisal and market study for the properties.  The CIC
Agreement closed on February 9, 2010.  CIC controls 95 quarry leases
issued by the Province of Manitoba, Canada, covering 6,090 hectares (15,049
acres).





The
Company continues to look for opportunities to develop other mineral deposits of
commodities in high demand or anticipated high demand.  We believe
that the federal governments in the United States will embark on major
infrastructure expenditures in the next 10 years creating a demand for cement
that exceeds the current sources of supply in certain areas of the United States
and Canada.  Cement is made from limestone and we believe our
acquisitions in this area have significant potential.





On
December 18, 2008, the Company incorporated a second wholly owned subsidiary in
the State of Delaware under its former name “Silver Reserve Corp.”, sometimes
referred to as “SRC” or “Silver Reserve”. The Company assigned all of its
silver/base metal projects to this subsidiary.


37





We have
continued to raise capital and are moving forward with exploration on our
Projects. Based on our evaluation of our 18 Limestone Projects completed to
date, we have determined that the Blue Nose and Morgan Hill Projects currently
provide the best opportunity for development of resources that could go to
production. We have completed the evaluation of all of our Silver Reserve
Projects and determined that the Silver Queen, Pansy Lee and NL Extension
Projects provide the best opportunities for development.  We have
decided to discontinue exploration of the silver projects and we are
concentrating our efforts on the limestone Projects.  As of the date
of this report, the Company is seeking a buyer to purchase the assets of our
wholly-owned subsidiary, Silver Reserve Corp.





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





June30,2010
                  
                  
                  June30,2009Revenues
                  
                  Nil
                  
                  
                  NilNet
      (Loss)
                  
                  $
                  (3,314,953
                  )
                  
                  $
                  (6,045,477
                  )(Loss)
      per share-basic and diluted
                  
                  $
                  (0.05
                  )
                  
                  $
                  (0.11
                  )Total
      Assets
                  
                  $
                  3,793,141
                  
                  
                  $
                  4,884,471Total
      Liabilities
                  
                  $
                  210,562
                  
                  
                  $
                  270,901Cash
      dividends declared per share
                  
                  Nil
                  
                  
                  Nil





Our total
assets for the year ended June 30, 2010, include cash and cash equivalents of
$1,598,248, short-term investments of $586,745, prepaid expenses of $122,343,
capital assets of $971,280, net of depreciation, and mineral property interests
of $514,525. Our total assets for the year ended June 30, 2009 include cash and
cash equivalents of $420,266, short-term investments of $3,116,803, prepaid
expenses of $205,482 and capital assets of $1,141,920. Total assets decreased
from $4,884,471 on June 30, 2009 to $3,793,141 on June 30, 2010.  This
decrease is the result of expenses incurred in the course business offset, in
part, by a private placement of common stock in June 2010.





Revenues





No
revenue was generated by the Company’s operations during the years ended June
30, 2010 and June 30, 2009.





Net
Loss





The
Company’s expenses are reflected in the Statements of Operation 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 ASC
805-20-55-37, previously referenced as the 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.


38


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





(a) General and Administration
Expense





General
and administration expense represents professional, consulting, office and
general and other miscellaneous costs incurred during the periods covered by
this report.  General and administration expense for the year ended
June 30, 2010 were $1,386,637, as compared with $3,472,024 for the year ended
June 30, 2009.  General and administration expense represents
approximately 39% of the total operating expense for the year ended June 30,
2010 and 57% of the total Operating Expense for the year ended June 30,
2009.  General and administrative expense decreased by $2,085,387 in
the current year, compared to the prior year.  Most of the reduction
in this category of expense is due to a decrease in consulting fees of
approximately $1,062,000, a decrease in stock based compensation costs of
approximately $588,000, and a decrease in warrant modification expense of
$346,673.





(b)
Project
Expense





Project
expense includes costs of acquiring and maintaining claims, permitting
processes, consultants, drilling, assaying and geologists.  Included
in operating expenses for the year ended June 30, 2010 is project expenses for
$2,018,538 as compared with $2,409,468 for the year ended June 30,
2009.  Project expense represents approximately 56% of the total
operating expense for the year ended June 30, 2010 and approximately 40% of the
total operating expense for the year ended June 30, 2009. Nearly 90% of project
expenses for the year ended June 30, 2010, related to acquisition of and
exploration on the limestone claims.





Liquidity
and Capital Resources





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





Year ended
                  
                  
                  Year endedJune30,2010
                  
                  
                  June30,2009Cash
      and cash equivalents
                  
                  $
                  1,598,248
                  
                  
                  $
                  420,266Working
      capital
                  
                  $
                  2,096,774
                  
                  
                  $
                  3,471,650Cash
      (used) in operating activities
                  
                  $
                  (2,938,702
                  )
                  
                  $
                  (3,599,725
                  )Cash
      provided/(used) in investing activities
                  
                  $
                  2,512,853
                  
                  
                  $
                  (3,132,091
                  )Cash
      provided by financing activities
                  
                  $
                  1,603,831
                  
                  
                  $
                  5,598,227





As of
June 30, 2010, the Company had working capital of $2,096,774 as compared to
$3,471,650 as of June 30, 2009.  Working capital decreased as a result
of a decrease in capital financing activities during the year ended June 30,
2010, as compared to the previous year.





Off-Balance
Sheet Arrangement





The
Company had no off- balance sheet arrangements as of June 30, 2010 and June 30,
2009.


39





Contractual
Obligations and Commercial Commitments





On August
1, 2006, the Company acquired the Pansy Lee Claims 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, in the
event that any one or more claims becomes a producing claim, our revenue 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 arms
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 2% net smelter
royalty pertains to 8 of the 30 claims in this group.





On
September 14, 2007, the Company engaged Lumos & Associates, Inc. (“Lumos”)
to complete the regulatory permitting process for the Company’s Mill in Mina,
Nevada.  The total consideration to be paid under the contract is
approximately $350,000.  The permitting process is being carried out
in twelve stages. The completion date has not been determined. The Company is
required to authorize in writing each stage of the work before the work
proceeds. As of June 30, 2010, the Company had recorded $318,832 for this
contract (June 30, 2009 - $134,181).





The
Company obtained 25 mineral claims (the “Option Claims”), located in Elko
County, Nevada pursuant to an option agreement (the “Option Agreement”) dated as
of May 1, 2008 (the “Date of Closing”) with Nevada Eagle Resources, LLC and
Steve Sutherland (together, the “Optionees”).  The provisions of the
Option Agreement included, among others, payments of specified annual amounts
ranging from $10,000 to $80,000 by the Company to the Optionees over a period of
ten years.  Effective June 1, 2010, the Company and the Optionees
agreed to terminate the Company’s interests in the Option Claims pursuant to (1)
payment by the Company of $8,750 to each of the Optionees, (2) performance by
the Company of such reclamation and remediation as required to discharge the
surface management bond posted by the Company pursuant to a Notice of Intent
filed with the BLM prior to undertaking exploration activity on the Option
Claims, and (3) conveyance by the Company to Nevada Eagle Resources, LLC of the
124 mineral claims staked by the Company after the Date of Closing that are
within the Area of Interest described in the Option Agreement.  The 25
Option Claims together with the 124 mineral claims staked by the Company have
been referred to by the Company as the “Medicine Claim Group.”





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
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. During the term of the Consulting Agreement the Company will pay a
fee of $8,500 per month and reimburse related business expenses. Mr. Douglas
does not receive a salary from the Company.





On
December 8, 2008 IMC US entered into a Mineral Rights Lease Agreement (the
“Edgar Lease Agreement”) with the Earl Edgar Mineral Trust (the “Edgar”) to
lease certain mineral rights in Elko County, Nevada described below (the “Edgar
Property”).  The term of the Edgar Lease Agreement is ten years and
will automatically renew on the same terms and conditions for additional
ten-year periods, provided IMC US is conducting exploration, development or
mining either on the surface or underground at the property.  The rent
is to be paid each year on January 1st.  $1.00 per net acre was paid
upon execution of the Edgar Lease Agreement.  On January 1 of each
year commencing in 2010 and extending for so long as the Edgar Lease Agreement
is in effect, IMC US is obligated to make the following
payments:


40





2010
                $1.00
      per net acre2011
                $2.00
      per net acre2012
                $2.00
      per net acre2013
                $3.00
      per net acre2014
                $3.00
      per net acre2015
                $4.00
      per net acre2016
                $4.00
      per net acre2017
                $5.00
      per net acre in each year for the duration of the Edgar Lease
      Agreement.





The Edgar
Lease Agreement covers 100% of the mineral rights on 1,120 acres of the Edgar
Property (“Property A”) and 50% of the mineral rights on 6,740 acres of the
Edgar Property (“Property B”).  Edgar is entitled to receive a royalty
of $0.50 per ton for material mined and removed from Property A and $0.25 per
ton for material mined and removed from Property B during the term of the Edgar
Lease Agreement and any renewal thereof.





On April
9, 2009, the Company and Edgar entered into an Amendment to the Edgar Lease
Agreement (the “Amendment”), effective as of December 8, 2008.  The
Amendment provides for Standard Steam LLC to carry out exploration for
geothermal energy sources on the Edgar Property after obtaining the written
consent of the Company.  The Amendment also provides for other
cooperation with Standard Steam LLC regarding mineral rights on Property B of
the Edgar Property.





On May
20, 2009, IMC US engaged Lumos to conduct base line studies for the Blue Nose
Project located in Lincoln County, Nevada with the intention of determining if a
suitable plant site can be located.  The study includes analysis of
rail and road access and environmental considerations that could impede
development.  The total consideration to be paid under the contract is
approximately $74,500.  On September 28, 2009, the contract was
amended to add an environmental assessment and plan of operations for an
additional amount of approximately $62,000.  The Company has to
authorize each phase of the work.  As of June 30, 2010, the Company
had recorded total expenses of $114,576 pertaining to this contract with
Lumos (June 30, 2009 - $9,952).





By letter
dated November 27, 2009, the U.S. Attorney’s Office asked for contribution from
the Company for the cost of putting out a fire that occurred on May 8, 2008 on
approximately 451 acres of land owned by the BLM.  The cost of putting
out the fire and rehabilitating the burned area was approximately
$550,000.  The Company has denied any responsibility for the fire and
has alerted its liability insurance carrier. The Company has not accrued any
costs for this claim in its financial statements.





On
November 30, 2009, the Company entered into a consulting services agreement with
CLL Consulting, LLC (“CLL”) to provide for business and administrative services.
The Consulting Agreement has a term of one year and is automatically renewable
thereafter. Either party may terminate the Consulting Agreement upon 60 days
notice. During the term of the Consulting Agreement the Company will pay CLL a
fee of $6,083 per month and reimburse related business expenses





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 in certain sections of Elko County, Nevada
(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.


41





On
January 15, 2010, the Company entered into an “Independent Contractor Agreement”
with Karl Frost. Mr. Frost was given the title of Chief Geologist of the Company
and will be responsible for the preparation and oversight of all geological
programs and activities. The Independent Contractor Agreement has a term of one
year and is automatically renewable thereafter. Either party may terminate the
agreement upon 60 days notice or in the case of breach or default with 5 days of
written notice. During the term of the agreement the Company will pay Mr. Frost
a fee of $12,500 per month and reimburse him for related business expenses. In
addition, during the first term of this agreement, the Company granted Mr. Frost
an option to purchase 250,000 common shares of the Company at an exercise price
of $0.25 per share. These options were granted in accordance with the terms of
the Company’s 2006 Stock Option Plan and vest at the rate of 1/12 each month
until fully vested. The options granted have a term of 5 years.





As of
January 15, 2010, the Company entered into a Property Lease Agreement with
Eugene M. Hammond (the “Hammond Lease”) for surface rights on 80 acres in Elko
County, Nevada (the “Hammond Surface Rights”).  The term of the
Hammond Lease is five years and the annual rent is $500.  The Company
is responsible for the payment of all real estate taxes on the Hammond Surface
Rights.  During the term of the Hammond Lease, the Company has the
exclusive right to conduct exploration and development work on the Hammond
Surface Rights.  The results of all drilling and exploration are the
property of the Company.  The Company is responsible for any
environmental damage caused by the Company and any reclamation costs required as
a result of drilling and testing.  The Company has an option to
purchase the property covered by the Hammond Lease for $15,000, less the amount
paid in rent during the term of the Hammond Lease.





Also 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 160
acres (the “Hammond Mineral Rights Property”) covered by the Hammond Mineral
Rights Agreement.  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.





As of
February 1, 2010, the Company entered into a Consulting Services Agreement to
provide for receptionist and administrative services at its Reno, Nevada
corporate headquarters.  Pursuant to this Agreement, the Company will
pay $51,000 per year for such services.





On March
25, 2010, IMC US engaged Lumos to conduct the second phase of base line studies
for the Blue Nose Project located in Lincoln County, Nevada with the intention
of determining if a suitable plant site can be located with emphasis on
transportation access and environmental considerations that could impede
development.  The total consideration to be paid under the contract is
approximately $55,300. The Company is to authorize each phase of work before the
work proceeds. As of June 30, 2010, the Company had recorded total expenses of
$36,011 pertaining to this contract with Lumos.





On May
19, 2010, IMC US engagedMine Development Associates, Inc. to complete a Resource Estimate, Pit
Optimization and 43-101 Report for the Blue Nose Project located in Lincoln
County, Nevada.  The total consideration to be paid under the contract
is approximately $46,000.  As of June 30, 2010, the Company had not
incurred any expenses pertaining to this contract.


42


As of
June 1, 2010, the Company entered into a Consulting Agreement with Teatyn
Enterprises Inc. (“Teatyn”) to provide business consulting and investor
relations consulting.  Under the agreement, Teatyn will receive a
monthly fee of CAD $10,000, subject to monthly reductions of up to CAD $3,500 if
Teatyn enters into one or more agreements to provide similar services to other
companies of which the Company’s Chief Executive Officer is also a director or
officer.  The agreement has an initial term of one year and can be
renewed on such terms as may be agreed upon between the parties.  The
agreement may be terminated at any time by the Company upon 30-days prior
written notice or by Teatyn upon the occurrence of certain events defined in the
agreement.  In addition the Company granted Teatyn options to purchase
up to 250,000 common shares at an exercise price of $0.25 per
share.  These options vest at the rate of 20,833 options per month and
expire on the date that is 90 days after the termination of the Consulting
Agreement.  These options were not granted pursuant to the Company’s
2006 Stock Option Plan.  Upon exercise of the options, Teatyn will
receive restricted shares which cannot be re-sold unless their re-sale is
registered by the Company pursuant to the Securities Act of 1933 or there is an
exemption for the re-sale of such shares such as the exemption afforded by Rule
144.





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, 2010, and June 30, 2009, were $24,007 and $16,588,
respectively.  As of June 30, 2010, the Company’s estimated future
minimum cash payments under non-cancelable operating leases for the years ending
June 30, 2011, June 30, 2012, and June 30, 2013, are $31,509, $16,572, and $338,
respectively.





Maintaining
Claims in Good Standing





The
Company is required to pay to the Department of Interior Bureau of Land
Management (“BLM”) on or before September 1st of each
year, a fee in the amount of $140 per mineral claim held by the
Company.  The total amount paid on August 31, 2010, was $159,740 for
1,141 claims held by the Company at that date.





Under
legislation enacted in Nevada in March 2010, claims owners are required to pay
the State of Nevada an annual fee based upon a tiered system that requires fees
ranging from $70 to $189 per claim, depending upon the total number of claims in
Nevada that an owner holds.  The Company estimates, based upon the
1,141 claims held in Nevada as of September 1, 2010, that its annual fee will be
$85 per claim, for a total of $96,985, with the first such annual fee payable no
later than June 1, 2011.





The
Company is also required to pay annual fees to counties in which the claims are
held.  At August 31, 2009, the Company paid $12,356 to nine counties
in Nevada and Idaho.





The
Company also holds 9 patented claims and 2 leased 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.


43





The
Company holds 18 mineral exploration permits covering 18 sections or portions of
sections in the State of Arizona.  Mineral exploration permits have a
duration of one year from the date of issuance.  The permits can be
renewed for up to four additional one-year terms for a total of five years and
provide the holder of the permit with an exclusive right to explore for minerals
within the state land covered by the permit and to apply for mineral leases to
such land.  The holder of a permit may remove from the land only the
amount of material required for sampling and testing and is responsible for any
damage or destruction caused by the holder’s exploration
activities.  The holder of a permit is entitled to ingress and egress
to the covered site along routes approved by the Arizona State Land
Department.  IMC US has posted a bond required by the State of Arizona
to back any reclamation required as a result of work performed.  The
permit is renewable if the holder has expended not less than $10.00 per acre
during each of the first two year-long periods and $20.00 per acre during each
of the next three year-long periods.  The permit fee is $2.00 per acre
for the first two years and $1.00 per acre per year for the following three
years.  Upon termination of a mineral exploration permit, the State of
Arizona is entitled to information collected by the permit holder.  In
the event that a permit holder discovers a valuable mineral deposit, the permit
holder may apply to the Arizona State Land Department for a mineral lease having
a term of 20 years and renewable for an additional 20 years.  A permit
holder shall be the preferred recipient of the mineral lease, provided that all
applicable requirements are met.  A mineral lease entitles the lessee
to develop and establish a mine on the leased premises, provided that a mine
plan and all necessary approvals are obtained.





CASH
REQUIREMENTS





At June
30, 2010, the Company had cash and cash equivalents of $1,598,248, short-term
investments of $586,745 and prepaid expenses of $122,343for a
Current Assets total of $2,307,336.  During the twelve month period
ending June 30, 2011, the Company expects to incur approximately $1.2 million in
project expenses in connection with its Blue Nose limestone project and plans to
incur additional expenses related to other limestone projects.  Our
ability to incur Project expenses is subject to permitting programs with the
Bureau of Land Management and results of drilling as it
progresses.  The Company has no firm commitment for additional
financing and may not be able to incur all of the Project and General and
administration expenses planned in the next fiscal year unless further capital
is raised.





The
Company hopes to be able to sell part or all of its precious and base metal
projects and the Red Rock Mill or its wholly owned subsidiary that controls
these assets, Silver Reserve Corp., and use the proceeds for exploration and
drilling on the limestone projects.





SUBSEQUENT
EVENTS





Based on
a review of all of the Company’s mineral claims, the Company has abandoned
certain claims that it has determined are not in the Company’s best interests to
retain.


44


IMC US
Limestone Mineral Claims





·
            The
      Aspen mineral claim group was
abandoned.


·
            255
      of the 301 Blue Nosemineral claims
      were retained and 46 mineral claims were
  abandoned.


·
            25
      of the 50Burnt Springs
      mineral claims were retained and 25 mineral claims were
      abandoned.


·
            87
      of the 242 Jumbled Mountainmineral claims
      were retained and 155 mineral claims were
  abandoned.


·
            69
      of the 139 Lime Mountainmineral claims
      were retained and 70 mineral claims were
  abandoned.


·
            53
      of the 68 MMmineral claims
      were retained and 15 mineral claims were
  abandoned.


·
            130
      of the 208 Morgan Hillmineral claims
      were retained and 78 mineral claims were
  abandoned.


·
            35
      of the 71 Pequop mineral claims were retained and 36 mineral claims were
      abandoned.


·
            45
      of the 76 Ragged Top mineral claims were retained and 31 mineral claims
      were abandoned.


·
            4
      of the 21Royale mineral
      claims were retained and 17 mineral claims were
  abandoned.


·
            76
      of the 129 Wood Hillsmineral claims
      were retained and 53 mineral claims were
  abandoned.





Silver
Reserve Corp. Mineral Claims





·
            48
      of the 104 Klondyke mineral claims were retained and 56 were
      abandoned.


·
            5
      of the 10 Montezumamineral claims
      were retained and 5 mineral claims were
  abandoned.





On July
12, 2010, the United States Bureau of Land Management (the “BLM”) approved the
Company’s Plan of Operations for 24 of 301 limestone mineral claims located in
Lincoln County, Nevada (commonly referred to by the Company as the “Blue Nose
Project”).  Under the Plan of Operations, the Company conducted
approximately 35 days of grid drilling to depths ranging between 150 and 900
feet beginning in early August.  The Plan of Operations also includes
road building and blasting.





On July
14, 2010, the Company posted a reclamation bond in the amount of $240,805 with
the BLM in connection with the Blue Nose Project. The Bond backs the Company’s
obligations under the Plan of Operations to restore the site and correct
environmental damage (if any) caused by the Company’s activities on the Blue
Nose Project.





On August
24, 2010, the Company received approval from the State of Arizona of mineral
exploration permits for two additional sections covering 1,280
acres.





On
September 1, 2010, 700,000 warrants and 294,000 broker warrants
expired.





On
September 28, 2010, the IMC US engaged Tetra Tech, Inc. to complete the
exploration permitting and approval process for its Blye Canyon project near
Seligman, Arizona.  The total consideration to be paid under the
contract is approximately $19,000.





On
September 30, 2010, 50,000 options issued in accordance with the Company’s 2006
Stock Option Plan were exercised and 200,000 options expired.


45


Recent
Accounting Pronouncements





In
January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06,
“Fair Value Measurements and Disclosures” (“ASU 2010-06”). ASU 2010-06 requires
new disclosures for (i) transfers of assets and liabilities in and out of levels
one and two fair value measurements, including a description of the reasons for
such transfers and (ii) additional information in the reconciliation for fair
value measurements using significant unobservable inputs (level three). This
guidance also clarifies existing disclosure requirements including (i) the level
of disaggregation used when providing fair value measurement disclosures for
each class of assets and liabilities and (ii) the requirement to provide
disclosures about the valuation techniques and inputs used to measure fair value
for both recurring and nonrecurring fair value measurements for level two and
three assets and liabilities. ASU 2010-06 is effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures
about activity in the roll forward for level three fair value measurements,
which is effective for fiscal years beginning after December 15, 2010. The
Company believes that the adoption of this guidance will not have a material
impact on the financial position and results of operations.





In
October 2009, the FASB issued update 2009-13, ASC 605, Revenue Recognition: Multiple
–Deliverable Revenue Arrangements-a consensus of the FASB Emerging Issues Task
Force. The revised guidance provides for two significant changes to
existing multiple element arrangement guidance. The first relates to the
determination of when the individual deliverables included in a multiple-element
arrangement may be treated as separate units of accounting. This change is
significant as it will likely result in the requirement to separate more
deliverables within an arrangement, ultimately leading to less revenue deferral.
The second change modifies the manner in which the transaction consideration is
allocated across the separately identifiable deliverables. These changes are
likely to result in earlier recognition of revenue for multiple-element
arrangements than under previous guidance. This standard is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. The Company believes that the
adoption of this standard will not have a material impact on the financial
position and results of operation.





In
October 2009, the FASB issued update 2009-14, ASC 985, Software: Certain Revenue
Arrangements That Include Software Elements – a consensus of the FASB Emerging
Issues Task Force. This updated guidance is expected to significantly
affect how entities account for revenue arrangements that contain both hardware
and software elements. This standard is effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. The Company believes that the adoption of this standard
will not have a material impact on the financial position and results of
operation.





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.  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.


46




Acquisition,
Exploration and Evaluation Expenditures




The
Company is an exploration stage mining 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 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 (See Note 14), 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 will be capitalized. 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. and 9A(T)  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, 2010, 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:


47


*  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 and plans to add further controls in
the future.  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, Randal Ludwar, may
be considered independent.  Mr. Ludwar was the Company’s Chief
Financial Officer until October 22, 2009.  Since that time, he has
remained on the Board, but receives no remuneration from the Company and has no
family affiliation with other members of the Board.  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, 2010, 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 two directors, Randal Ludwar and Joseph Montgomery,
and meets regularly with the Company’s Chief Financial Officer.  Mr.
Ludwar was the Company’s Chief Financial Officer until October 22,
2009.  Mr. Ludwar does not receive any compensation form the Company
and has no family affiliation with the 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. Ludwar 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, 2010.




48


Item
9B.   Other Information




None.


49


Part
III




Item
10.   Directors, Executive Officers and Corporate
Governance




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





Todd
      D. Montgomery
                  CEO
      and DirectorMason
      Douglas
                  President
      and DirectorRandal
      Ludwar
                  DirectorJoseph
      Montgomery
                  Director
      and Chairman of the BoardBrent
      Walter
                  DirectorRakesh
      Malhotra
                  Chief
      Financial OfficerAnne
      Macko
                  Corporate
      Secretary





Todd Montgomery – Chief
Executive Officer, Director





Mr.
Montgomery was the founder and former President of Anglo Potash Ltd. (TSXV), 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. Prior to 1999, he identified and secured oil sands properties for
Oil Sands Quest, an AMEX listed company. Mr. Montgomery has provided independent
mining consulting services for a number of private and public corporations. Mr.
Montgomery is also currently serving as CEO and a Director of Anglo Canadian Oil
Corp. (TSXV) and as CEO and a Director of Pacific Iron Ore Corporation (TSXV).
He has previously served as CEO and a Director of Anglo Aluminum Corp. (TSXV),
and as Chairman of PanWestern Energy Ltd. (TSXV). Mr. Montgomery is 44 years
old. . Todd Montgomery is the nephew of Joseph Montgomery, who also serves as a
member of the Company’s Board of Directors and Chairman of the
Board.





Mason Douglas - President,
Director





Mr.
Douglas is currently President 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 Anglo Canadian Oil Corp. (TSXV) and
previously served as Chief Operating Officer and a Director of Anglo Aluminum
Corp. (TSXV). Mr. Douglas is 35 years old.





Randal Ludwar -
Director





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 fifteen years and previously served as a Director of Anglo Potash
Ltd. (TSXV) and Klondike Capital Corp. (TSXV). Mr. Ludwar is 56 years
old.





50


Joseph Montgomery - Director
and Chairman of the Board





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.  Dr. Montgomery has previously served
as a Director of Abitibi Mining Corp. (TSXV), Amador Gold Corp. (TSXV), Klondike
Silver Corp. (TSXV), Golden Chalice Resources Inc. (TSXV), Kalahari Resources
Inc. (TSXV), Klondike Gold Corp. (TSXV), Better Resources Limited, now Argus
Metals Corp. (TSXV), Anglo Potash Ltd. (TSXV) ComCorp Ventures Inc., now Wildcat
Silver Corp. (TSXV), Sedex Mining Corp. (TSXV), and Almaden Minerals Ltd. (TSX).
Dr. Montgomery is 83 years old. Joseph Montgomery is the uncle of Todd
Montgomery, who also serves as a member of the Company’s Board of Directors and
as the Company’s Chief Executive Officer.





Brent Walter -
Director





Mr.
Walter received a LLB 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 Anglo Canadian Oil Corp. (TSXV), Red Rock Energy Inc.
(TSXV), and Pacific Iron Ore Corp. (TSXV). During the five years preceding the
period covered by this report, Mr. Walter was Managing Director of Anglo Potash
Ltd. (TSXV), and a Director of AgriTec Systems, Inc. (TSXV), Mystique Energy
Inc. (TSXV), PanWestern Energy Ltd. (TSXV), Fair Sky Resources (TSXV), Wellpoint
Systems Inc. (TSXV), Maskal Energy Ltd. (TSXV), and Sunshine Capital Corporation
(TSXV-delisted). He is a member of the Law Societies of Alberta and Saskatchewan
(inactive), as well as the Canadian Bar Association. Mr. Walter is 45 years
old.




Rakesh Malhotra - Chief
Financial Officer





Mr.Malhotra is a United States
certified public accountant and a Canadian chartered accountant with more than
20 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. His subsequent experience includes five
years with the International Bahwan Group of Companies and working for a
mid-sized chartered accounting firm in Toronto performing audits of public
companies. Mr. Malhotra has worked for over four years as Vice President of
Finance for a private group of service companies in Toronto, Ontario, and is
currently serving as CFO for Pacific Copper Corp. (OTC-BB), Security Devices
International Inc. (OTC-BB), and Dynamic Fuel Systems Inc. (TSXV). He previously
served as CFO for Uranium Hunter Corp. (OTC-BB) and Yukon Gold Corp. (OTC-BB).
Mr. Malhotra is 53 years old.




Anne Macko – Corporate
Secretary





Ms. Macko
is an independent consultant with over 25 years experience in administration and
holds a Bachelor of Arts degree from Western Illinois University. From October
of 2007 to February of 2010 she was affiliated with Lance Capital Ltd., a
Canadian management consulting firm that provided the Company with management
consulting, administrative and accounting services. Ms. Macko previously held
positions with George T. Hall Company, AppleOne, Inc. and Yamas Controls
Company. Since February of 2010, Ms. Macko has been retained by the Company as a
consultant. Ms. Macko is 57 years old.





Reorganization of Officers
and Directors





On
October 22, 2009, Randal Ludwar resigned from his position as Chief Financial
Officer of the Company.  Mr. Ludwar remained a member of the Company’s
Board of Directors.  On October 22, 2009, Rakesh Malhotra was
appointed Chief Financial Officer of the Company.





51


On
January 15, 2010, Roger M. Hall resigned as the Company’s Chief Operating
Officer and as a member of the Company’s Board of Directors.





On April
27, 2010, Joanne Hughes resigned as Corporate Secretary.  On April 27,
2010, the Company appointed Anne Macko to the position of Corporate
Secretary.





Family
Relationships





There are
no family relationships between or among the directors or executive officers
except for the following:  Joseph Montgomery, a Director, is the uncle
of Todd Montgomery, also a director and the Company’s Chief Executive
Officer.





Involvement
in Certain Legal Proceedings





Except as
set forth below, 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 Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;





52


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.





Joseph
Montgomery was a director of Daren Industries Ltd. from June 1993 to until
February, 2002.  On May 1, 2002, Daren Industries Ltd. was placed into
receivership, with a receiver-manager having been appointed pursuant to the
terms of loan, supply and security agreements dated July 19, 2000 and a general
security agreement dated July 25, 2000.





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 Securities and Exchange Commission (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, 2010, no Section 16 reports were filed late.





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





53





Item
11.   Executive Compensation





Except
for services provided by entities owned by some of our Officers and Directors as
more particularly set out in CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE, below,  no officer or director has received any
other remuneration from us, directly or indirectly, since our
inception.  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, 2010 and 2009:





SUMMARY
COMPENSATION TABLE





Non-equity
                                        
                                        NonqualifiedYear
                                        
                                        
                                        
                                        
                                        
                                        Stock
                                        
                                        Option
                                        
                                        incentive
      plan
                                        
                                        deferred
                                        
                                        All
      otherName
      and principal
                                        Ended
                                        
                                        Salary
                                        
                                        Bonus
                                        
                                        Awards
                                        
                                        Awards
                                        
                                        compensation
                                        
                                        compensation
                                        
                                        compensation
                                        
                                        
                                        Totalposition
                                        June
      30,
                                        
                                        ($)
                                        
                                        ($)
                                        
                                        ($)
                                        
                                        ($)
                                        
                                        ($)
                                        
                                        earnings
      ($)
                                        
                                        ($)
                                        
                                        
                                        ($)Todd
      D. Montgomery
                                        2010
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        25,675
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        
                                        25,675CEO
      and Director
                                        2009
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        94,413
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        
                                        94,413Mason
      Douglas
                                        2010
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        25,675
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        102,000
                                        
                                        
                                        
                                        127,675President
      and Director
                                        2009
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        94,413
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        102,000
                                        
                                        
                                        
                                        196,413Rakesh
      Malhotra
                                        2010
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        1,605
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        13,617
                                        
                                        
                                        
                                        15,222CFO
      (2)
                                        2009
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        NILRandal
      Ludwar
                                        2010
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        3,210
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        
                                        3,210Director
      and former CFO (2)
                                        2009
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        68,925
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        
                                        68,925Anne
      Macko
                                        2010
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        3,210
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        52,042
                                        
                                        
                                        
                                        55,252Corporate
      Secretary (3)
                                        2009
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        NILRoger
      Hall
                                        2010
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        25,675
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        126,832
                                        
                                        
                                        
                                        152,507Former
      COO and Director (1)
                                        2009
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        94,413
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        156,370
                                        
                                        
                                        
                                        250,783Joanne
      Hughes
                                        2010
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        6,419
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        32,055
                                        
                                        
                                        
                                        38,474Former
      Corporate Secretary (3)
                                        2009
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        20,339
                                        
                                        NIL
                                        
                                        NIL
                                        
                                        
                                        28,835
                                        
                                        
                                        
                                        49,174




(1)
            On
      January 15, 2010, Mr. Hall resigned as the Company’s Chief Operating
      Officer (“COO”) and as a member of the Company’s Board of Directors.Mr. Hall, received
      $126,832 during the fiscal year ended June 30, 2010, and $156,370 during
      the fiscal year ended June 30, 2009, in connection with his services as a
      senior geologist for the Company.




(2)
            On
      October 27, 2009, Mr. Ludwar resigned from his position as Chief Financial
      Officer (“CFO”) of the Company and remained a member of the Company’s
      Board of Directors.  On the same date, Mr. Malhotra was
      appointed CFO of the Company.




(3)
            On
      April 27, 2010 the Company accepted the resignation of Ms. Hughes as
      Corporate Secretary.  On the same date, Company appointed Ms.
      Macko to the position of Corporate
Secretary.




(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.




54


(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, 2010:




Name
                                                                                                                                                                          
                                                                                                                                                                          Number
      of
                                                                                                                                                                            Securities
                                                                                                                                                                            underlying
                                                                                                                                                                            unexercised
                                                                                                                                                                            options
      (#)
                                                                                                                                                                            Exercisable
                                                                                                                                                                          
                                                                                                                                                                          Number
      of
                                                                                                                                                                            Securities
                                                                                                                                                                            underlying
                                                                                                                                                                            unexercised
                                                                                                                                                                            options
      (#)
                                                                                                                                                                            Unexercisable
                                                                                                                                                                          
                                                                                                                                                                          Equity
                                                                                                                                                                            Incentive
                                                                                                                                                                            plan
                                                                                                                                                                            awards:
                                                                                                                                                                            Number
      of
                                                                                                                                                                            Securities
                                                                                                                                                                            underlying
                                                                                                                                                                            unexercised
                                                                                                                                                                            unearned
                                                                                                                                                                            options
      (#)
                                                                                                                                                                          
                                                                                                                                                                          Option
                                                                                                                                                                            exercise
                                                                                                                                                                            price
                                                                                                                                                                            ($)
                                                                                                                                                                          
                                                                                                                                                                          Option
                                                                                                                                                                            expiration
                                                                                                                                                                            date
                                                                                                                                                                          
                                                                                                                                                                          Number
                                                                                                                                                                            of
      shares
                                                                                                                                                                            or
      units
                                                                                                                                                                            of
      stock
                                                                                                                                                                            that
                                                                                                                                                                            have
      not
                                                                                                                                                                            vested
                                                                                                                                                                            (#)
                                                                                                                                                                          
                                                                                                                                                                          Market
                                                                                                                                                                            value
      of
                                                                                                                                                                            shares
                                                                                                                                                                            of
      units
                                                                                                                                                                            of
      stock
                                                                                                                                                                            that
                                                                                                                                                                            have
                                                                                                                                                                            not
                                                                                                                                                                            vested
                                                                                                                                                                            ($)
                                                                                                                                                                          
                                                                                                                                                                          Equity
      Incentive plan awards: Number
                                                                                                                                                                            of
      unearned shares, units or other rights
                                                                                                                                                                            that
      have not
                                                                                                                                                                            vested (#)
                                                                                                                                                                          
                                                                                                                                                                          Equity
      Incentive plan awards: Market or payout value of unearned shares, or
      units or other rights that have not vested ($)Todd
      D.  Montgomery
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          250,000
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.30
                                                                                                                                                                          
                                                                                                                                                                          9-Apr-2012
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil400,000
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.15
                                                                                                                                                                          
                                                                                                                                                                          10-Dec-2013Mason  Douglas
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          250,000
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.30
                                                                                                                                                                          
                                                                                                                                                                          9-Apr-2012
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil400,000
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.15
                                                                                                                                                                          
                                                                                                                                                                          10-Dec-2013Rakesh  Malhotra
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          50,000
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.30
                                                                                                                                                                          
                                                                                                                                                                          16-Apr-2012
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil25,000
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.15
                                                                                                                                                                          
                                                                                                                                                                          10-Dec-2013Anne  Macko
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          50,000
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.30
                                                                                                                                                                          
                                                                                                                                                                          23-Jan-2013
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil50,000
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.15
                                                                                                                                                                          
                                                                                                                                                                          10-Dec-2013Randal  Ludwar
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          250,000
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.30
                                                                                                                                                                          
                                                                                                                                                                          9-Apr-2012
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil50,000
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.15
                                                                                                                                                                          
                                                                                                                                                                          10-Dec-2013Roger  Hall
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          250,000
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.30
                                                                                                                                                                          
                                                                                                                                                                          9-Apr-2012
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil200,000
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.15
                                                                                                                                                                          
                                                                                                                                                                          10-Dec-201350,000
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.15
                                                                                                                                                                          
                                                                                                                                                                          30-Sep-201050,000
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.30
                                                                                                                                                                          
                                                                                                                                                                          9-Apr-2012Joanne  Hughes
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          50,000
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.35
                                                                                                                                                                          
                                                                                                                                                                          1-Apr-2013
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil
                                                                                                                                                                          
                                                                                                                                                                          Nil50,000
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.15
                                                                                                                                                                          
                                                                                                                                                                          10-Dec-2013




55




(d)
Compensation of Directors





Directors
are not paid any fees in their capacity as directors of the
Company.  The directors are entitled to participate in the Company’s
stock option plan.  For information regarding the compensation of our
directors who are also officers of the Company see the “SUMMARY COMPENSATION
TABLE” above.





DIRECTOR
COMPENSATION TABLE





Name
                                            
                                            Year
                                              ended
                                              June 30,
                                            
                                            Fees
                                              earned
                                              or paid
                                              in cash
                                            
                                            Stock
                                              Awards ($)
                                            
                                            Option
                                              Awards ($)
                                            
                                            Non-equity
                                              incentive plan
                                              compensation
                                              ($)
                                            
                                            All other
                                              compensation
                                              ($)
                                            
                                            Total
                                              ($)Joseph
                                              Montgomery
                                              Chairman
      of the
                                              Board
      and
                                              Director
      (1)
                                            
                                            2010
                                            
                                            NIL
                                            
                                            NIL
                                            
                                            
                                            3,210
                                            
                                            NIL
                                            
                                            NIL
                                            
                                            
                                            3,210Brent
      Walter
                                              Director
      (2)
                                            
                                            2010
                                            
                                            NIL
                                            
                                            NIL
                                            
                                            
                                            3,210
                                            
                                            NIL
                                            
                                            NIL
                                            
                                            
                                            3,210





(1)
            As
      of June 30, 2010, Mr. Montgomery held options exercisable for 300,000
      shares of the Company’s stock.


(2)
            As
      of June 30, 2010, Mr. Walter held options exercisable for 300,000
      shares of the Company’s stock.




No stock
options were granted to executive officers or directors during the fiscal year
ended June 30, 2010.





No stock
options were exercised by executive officers or directors during the fiscal year
ended June 30, 2010.




Other
Arrangements


None.





Indebtedness
of Directors and Executive Officers





None.


56




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





As of
June 30, 2010, we have 68,193,457 shares of common stock issued and
outstanding.  Consequently, for purposes of describing shareholder
voting rights, we have included in the table below the number of common shares
of the Company held by the officers and directors of the Company as well as the
beneficial owner’s of more than 5% of shares of the Company’s common
stock.  The last column of the table below reflects the voting rights
of each officer and/or director and beneficial owner as a percentage of the
total voting shares.




Name and Address
                                                                                                                                  
                                                                                                                                  Number of shares of
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Nature of % ofof Beneficial Owner
                                                                                                                                  
                                                                                                                                  Common Stock
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  ownership
                                                                                                                                  Percentage of Class HeldPinetree
      Capital Ltd.
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  8,177,174
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Record
                                                                                                                                  11.99%
      of Common shares150
      King St. W., Ste 2500Toronto,
      ON M5X 1A9NPT
      Fund
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,696,098
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Record
                                                                                                                                  5.42%
      of Common sharesc/o
      Ironshore PartnersP.O.
      Box 792West
      Bay Rd., Unit DTrafalgar
      Place, Grand CaymanCayman
      Islands K1Y 1303




57




Name and Address
                                                                                                          
                                                                                                          Number of shares ofof Beneficial Owner
                                                                                                          
                                                                                                          Common Stock
                                                                                                          
                                                                                                          Percentage of Class HeldTodd
      D. Montgomery, CEO
                                                                                                          
                                                                                                          
                                                                                                          12,352,801
                                                                                                          (1)
                                                                                                          
                                                                                                          18.11%
      of Common shares1413-43rd
      Street SWCalgary,
      AB T3C 2A3Joseph
      Montgomery, Chairman
                                                                                                          
                                                                                                          
                                                                                                          500,000
                                                                                                          (2)
                                                                                                          
                                                                                                          0.73%
      of Common shares878
      W. 27th AvenueVancouver,
      BC V5Z 2G7Randal
      Ludwar, Director
                                                                                                          
                                                                                                          
                                                                                                          500,000
                                                                                                          
                                                                                                          
                                                                                                          0.73%
      of Common shares1215
      Mayberry CrescentMoose
      Jaw, SASK S6H 6X7Brent
      Walter, Director
                                                                                                          
                                                                                                          
                                                                                                          1,100,000
                                                                                                          (3)
                                                                                                          
                                                                                                          1.61%
      of Common shares2417
      - 32nd Avenue SWCalgary,
      AB T2T 1X4Mason
      Douglas, President
                                                                                                          
                                                                                                          
                                                                                                          550,000
                                                                                                          
                                                                                                          
                                                                                                          0.81%
      of Common shares5542
      Henwood St., S.W.Calgary,
      AB T3E 6Z3Rakesh
      Malhotra, CFO
                                                                                                          
                                                                                                          
                                                                                                          16,664
                                                                                                          
                                                                                                          
                                                                                                          0.02%
      of Common shares4580
      Beaufort TerraceMississauga,
      ON L5M 3H7TOTAL
                                                                                                          
                                                                                                          
                                                                                                          15,019,465
                                                                                                          
                                                                                                          
                                                                                                          22.01%




(1)
            8,255,777
      of Todd Montgomery’s shares are held by companies that are owned or
      controlled by Mr. Montgomery.




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




(3)
            300,000
      of Brent Walter’s shares are held by a family
  member.




As a
group, management and the directors own or control 22.01% of the issued and
outstanding shares of Infrastructure Materials Corp.




58




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




The
Company entered into an agreement to acquire, as a wholly-owned subsidiary,
Canadian Infrastructure Corp., a Canadian corporation, pursuant to a Share
Exchange Agreement (the “CIC Agreement”) between the Company, CIC and Todd D.
Montgomery dated as of December 15, 2009. Mr. Montgomery was the sole
shareholder of CIC as well as the Company’s Chief Executive Officer and as a
member of its Board of Directors.  The CIC Agreement was approved by
the disinterested members of the Company’s Board of Directors on November 27,
2009, after obtaining an independent appraisal and market study for the quarry
leases owned by CIC.  Under the terms of the CIC Agreement, the
Company acquired all of the issued and outstanding stock of CIC in exchange for
1,021,777 Shares of the Company.  The CIC Agreement closed on February
9, 2010.





On
January 15, 2010, Roger M. Hall resigned as the Company’s Chief Operating
Officer and as a member of the Company’s Board of Directors.  Mr. Hall
subsequently resigned as Vice President - Exploration of IMC US.  As
of January 12, 2010, the Company terminated its Independent Contractor Agreement
with Mr. Hall dated April 1, 2007. Both parties waived any applicable notice
periods and the termination was effective immediately.  As
consideration for his services, stock options previously granted to Mr. Hall
were extended to expire as follows: 200,000 options to acquire Shares at $0.15
per Share expired on April 15, 2010; 200,000 options to acquire Shares at $0.15
per Share will expire on December 10, 2013 and 250,000 to acquire Shares at
$0.30 per Share will expire on April 9, 2012. There were no disagreements
between Mr. Hall and the Company with respect to with the Company’s management,
policies, procedures, internal controls or public disclosure
documents.





Mr. Hall
also received $94,081 in connection with services he performed for the Company
as a senior geologist from the beginning of the fiscal year until his
resignation on January 15, 2010.





Joanne
Hughes served as the
Company’s Corporate Secretary and received $31,538 until her resignation on
April 27, 2010.  There were no disagreements between the Company and
Ms. Hughes with respect to the management, policies, operations or financial
reporting of the Company.





Anne
Macko was appointed Corporate Secretary on April 27, 2010, and received $10,667
from her appointment to June 30, 2010.





A
corporation owned and operated by the Company’s President who is also a member
of the Company’s Board of Directors, received $102,000 for the President’s
services.





A law
firm, a partner of which is also a member of the Company’s Board of Directors,
was paid $62,234 for legal services rendered and expenses incurred on behalf of
the Company.





The Chief
Financial Officer of the Company, received $13,617.





Director
Independence





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




59


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, 2009 and June 30, 2010.





Audit
Fees.  The Company paid Schwartz Levitsky Feldman, LLP audit and audit
related fees of approximately $22,652 for the fiscal year ended June 30, 2009
and $27,337 for the fiscal year ended June 30, 2010.





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, 2010 and for the year ended June 30, 2009 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 in Form 8-K filed on December 1,
      2008)21.1
              Subsidiaries
      of the Registrant23.1
              Consent
      of Schwartz Levitsky Feldman LLP Independent Auditors dated October 13,
      201031.1
              Certification
      by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-
      Oxley Act of 200231.2
              Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
              Certification
      by the Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of
      2002F-1
              Report
      of Schwartz Levitsky Feldman, LLP dated October 4,
  2010




60




In
addition, the following reports are incorporated by
reference.





Current
Report on Form 8-K  “Item 5.02  Departure of Directors or
Certain Officers”, dated October 22, 2009


Current
Report on Form 8-K  “Item 5.02  Departure of Directors or
Certain Officers”, dated January 22, 2010





Current
Report on Form 8-K “Item 1.01 Entry into a Material Definitive Agreement”,
dated  February 2, 2010





Current
Report on Form 8-K “Item 5.02 Departure of Directors or Certain Officers”, dated
April 29, 2010





Current
Report on Form 8-K “Item 3.02 Unregistered Sales of Securities”, dated June 25,
2010





Current
Report on Form 8-K “Item 1.01 Entry into a Material Definitive Agreement”, dated
July 12, 2010




61





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 13th  day
of October, 2010.




SIGNATURE
                
                TITLE
                
                DATE/s/Todd D. Montgomery
                
                Chief
      Executive Officer
                
                October
      13, 2010Todd
      D. Montgomery/s/Mason Douglas
                
                President
                
                October
      13, 2010Mason
      Douglas/s/Rakesh Malhotra
                
                Chief
      Financial Officer
                
                October
      13, 2010Rakesh Malhotra




SIGNATURE
              
              TITLE
              
              DATE/s/Todd D. Montgomery
              
              Chief
      Executive Officer and Director
              
              October
      13, 2010Todd
      D. Montgomery/s/Mason Douglas
              
              President
      and Director
              
              October
      13, 2010Mason
      Douglas/s/ Randal Ludwar
              
              Director
              
              October
      13, 2010Randal
      Ludwar/s/ Joseph MontgomeryJoseph
      Montgomery
              
              Chairman
      of the Board and Director
              
              October
      13, 2010/s/ Brent WalterBrent
      Walter
              
              Director
              
              October
      13, 2010




62


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)




CONSOLIDATED
FINANCIAL STATEMENTS




YEARS
ENDED JUNE 30, 2010 AND 2009




(Amounts
expressed in US Dollars)




CONTENTS




Report of Independent Registered Public Accounting Firm
              F-1Consolidated Balance Sheets as of June 30, 2010 and June 30, 2009
      (as restated)
              F-2Consolidated
      Statements of Operations for the years ended June 30, 2010 and June 30,
      2009 (as restated) and for the period from inception (June 3, 1999)
      to June 30, 2010 (2009 and prior as restated)
              F-3Consolidated
      Statements of Changes in Stockholders' Equity for the years ended June 30,
      2010 and June 30, 2009 (as restated) and for the period from
      inception (June 3, 1999) to June 30, 2010 (2009 and prior as
      restated)
              F-4Consolidated
      Statements of Cash Flows for the year ended June 30, 2010 and June 30,
      2009 (as restated) and for the period from inception (June 3, 1999) to
      June 30, 2010 (2009 and prior as restated)
              F-5Notes to Consolidated Financial Statements
              F-6







REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors and Stockholders of
 Infrastructure
Materials Corp.
 (An
Exploration Stage Company)
 
 We have
audited the accompanying consolidated balance sheets of Infrastructure Materials
Corp. (the company) as at June 30, 2010 and 2009 (as restated) and the related
consolidated statements of operations, cash flows and stockholders’
equity  for the years ended June 30, 2010 and 2009 (as
restated)  and for the period from incorporation to June 30, 2010
(2009 and prior as restated).  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 financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall consolidated financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.
 
 The
company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit 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 controls
over financial reporting. Accordingly, we express no such opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the company as at June 30,
2010 and 2009 (as restated) and the results of its operations and its cash flows
for the years ended June 30, 2010 and 2009 (as restated) and for the period from
incorporation to June 30, 2010 (2009 and prior as restated) in conformity with
United States generally accepted accounting principles.
 “SCHWARTZ
LEVITSKY FELDMAN LLP”
 Toronto, Ontario, Canada
                      Chartered AccountantsOctober 4,
      2010
                      Licensed Public
      Accountants




F-1




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Consolidated
Balance Sheets as at


June 30,
2010 and 2009


(Amounts
expressed in US Dollars)





June 30,
                        
                        
                        June 30,2010
                        
                        
                        2009$
                        
                        
                        $(Restated)(See Note 16)ASSETSCurrentCash
      and cash equivalents
                        
                        
                        1,598,248
                        
                        
                        
                        420,266Short
      term investments
                        
                        
                        586,745
                        
                        
                        
                        3,116,803Prepaid
      expenses and deposits
                        
                        
                        122,343
                        
                        
                        
                        205,482Total
      Current Assets
                        
                        
                        2,307,336
                        
                        
                        
                        3,742,551Plant and Equipment, net
      (Note 4)
                        
                        
                        971,280
                        
                        
                        
                        1,141,920Mineral Property Interests(Note 14)
                        
                        
                        514,525
                        
                        
                        
                        -Total
      Assets
                        
                        
                        3,793,141
                        
                        
                        
                        4,884,471LIABILITIESCurrentAccounts
      payable
                        
                        
                        93,410
                        
                        
                        
                        187,000Accrued
      liabilities (Note 12)
                        
                        
                        117,152
                        
                        
                        
                        83,901Total
      Current Liabilities
                        
                        
                        210,562
                        
                        
                        
                        270,901Commitments and
      Contingencies (Note 8)Subsequent Events (Note
      17)Related Party
      Transactions (Note 11)STOCKHOLDERS'
      EQUITYCapital
      Stock (Note 5)Common
      stock, $0.0001 par value, 100,000,000 shares authorized, 68,193,457 issued
      and outstanding (2009 – 60,198,500)
                        
                        
                        6,819
                        
                        
                        
                        6,020Additional
      Paid‐in Capital
                        
                        
                        20,511,458
                        
                        
                        
                        18,415,795Deferred Stock
      Compensation (Note 7)
                        
                        
                        -
                        
                        
                        
                        (187,500
                        )Deficit
      Accumulated During the Exploration Stage
                        
                        
                        (16,935,698
                        )
                        
                        
                        (13,620,745
                        )Total Stockholders'
      Equity
                        
                        
                        3,582,579
                        
                        
                        
                        4,613,570Total
      Liabilities and Stockholders' Equity
                        
                        
                        3,793,141
                        
                        
                        
                        4,884,471





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


F-2




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Consolidated
Statements of Operations and Comprehensive Loss for the


Years
Ended June 30, 2010 and 2009 and the Period from Inception (June 3, 1999) to
June 30, 2010


(Amounts
expressed in US Dollars)





Cumulative
                    
                    
                    For the
                    
                    
                    For thesince
                    
                    
                    year ended
                    
                    
                    year endedinception
                    
                    
                    June 30, 2010
                    
                    
                    June 30, 2009$
                    
                    
                    $
                    
                    
                    $(Restated)(See Note 16)Operating
      ExpensesGeneral
      and administration
                    
                    
                    8,179,079
                    
                    
                    
                    1,386,637
                    
                    
                    
                    3,472,024Project
      expenses
                    
                    
                    8,400,257
                    
                    
                    
                    2,018,538
                    
                    
                    
                    2,409,468Amortization
                    
                    
                    888,714
                    
                    
                    
                    177,321
                    
                    
                    
                    214,204Total
      Operating Expenses
                    
                    
                    17,468,050
                    
                    
                    
                    3,582,496
                    
                    
                    
                    6,095,696Loss
      from Operations
                    
                    
                    (17,468,050
                    )
                    
                    
                    (3,582,496
                    )
                    
                    
                    (6,095,696
                    )Other
      income-interest
                    
                    
                    384,160
                    
                    
                    
                    28,898
                    
                    
                    
                    50,219Other
      income-gain on bargain purchase (Note 14)
                    
                    
                    238,645
                    
                    
                    
                    238,645
                    
                    
                    
                    -Interest
      Expense
                    
                    
                    (90,453
                    )
                    
                    
                    -
                    
                    
                    
                    -Loss
      and Comprehensive Lossbefore Income
      Taxes
                    
                    
                    (16,935,698
                    )
                    
                    
                    (3,314,953
                    )
                    
                    
                    (6,045,477
                    )Provision
      for income taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      Loss and Comprehensive Loss
                    
                    
                    (16,935,698
                    )
                    
                    
                    (3,314,953
                    )
                    
                    
                    (6,045,477
                    )Loss
      per Weighted Average Number of
      Shares Outstanding -Basic
      and Fully Diluted
                    
                    
                    
                    
                    
                    
                    (0.05
                    )
                    
                    
                    (0.11
                    )Weighted
      Average Number of Shares
      Outstanding During the Periods -Basic
      and Fully Diluted
                    
                    
                    
                    
                    
                    
                    60,710,641
                    
                    
                    
                    53,763,595





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


F-3




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Consolidated
Statements of Changes in Stockholder’s Equity for the


Years
Ended June 30, 2010 and 2009 and the Period from Inception (June 3, 1999) to
June 30, 2010


(Amounts
expressed in US Dollars)





DeficitAccumulatedCommonStock
                                      
                                      
                                      Additional
                                      
                                      
                                      Deferred
                                      
                                      
                                      during the
                                      
                                      
                                      TotalNumber
                                      
                                      
                                      
                                      
                                      
                                      Paid-in
                                      
                                      
                                      Stock
                                      
                                      
                                      Exploration
                                      
                                      
                                      Stockholders'of Shares
                                      
                                      
                                      Amount
                                      
                                      
                                      Capital
                                      
                                      
                                      Compensation
                                      
                                      
                                      Stage
                                      
                                      
                                      Equity$
                                      
                                      
                                      $
                                      
                                      
                                      $
                                      
                                      
                                      $
                                      
                                      
                                      $For
      the period from inception (June 3, 1999)through July 1,
      2004
                                      
                                      
                                      1
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      5,895
                                      
                                      
                                      
                                      
                                      
                                      
                                      (5,895
                                      )
                                      
                                      
                                      -Net
      (loss)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      910
                                      
                                      
                                      
                                      
                                      
                                      
                                      (910
                                      )
                                      
                                      
                                      -Balance,
      June 30, 2005
                                      
                                      
                                      1
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      6,805
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (6,805
                                      )
                                      
                                      
                                      -Contribution
      to additional paid‐in capital
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,024
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      3,024Cancelled
      shares
                                      
                                      
                                      (1
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (1
                                      )Common
      shares issued for nil consideration
                                      
                                      
                                      14,360,000
                                      
                                      
                                      
                                      1,436
                                      
                                      
                                      
                                      (1,436
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common
      shares issued for cash
                                      
                                      
                                      2,050,000
                                      
                                      
                                      
                                      205
                                      
                                      
                                      
                                      414,795
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      415,000Subscription
      for stock
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      300,000
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      300,000Stock
      issuance cost
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (24,500
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (24,500
                                      )Net
      loss
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (87,574
                                      )
                                      
                                      
                                      (87,574
                                      )Balance,
      June 30, 2006
                                      
                                      
                                      16,410,000
                                      
                                      
                                      
                                      1,641
                                      
                                      
                                      
                                      698,687
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (94,379
                                      )
                                      
                                      
                                      605,949Common
      shares issued for cash
                                      
                                      
                                      3,395,739
                                      
                                      
                                      
                                      340
                                      
                                      
                                      
                                      548,595
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      548,935Common
      shares issued to agents in lieu of commission for placement of
      common shares and convertible debentures
                                      
                                      
                                      1,064,000
                                      
                                      
                                      
                                      106
                                      
                                      
                                      
                                      265,894
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      266,000Common
      shares issued for acquisition of interests in mineral
      claims
                                      
                                      
                                      3,540,600
                                      
                                      
                                      
                                      354
                                      
                                      
                                      
                                      884,796
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      885,150Common
      shares issued for acquisition of interests in mineral
      claims
                                      
                                      
                                      1,850,000
                                      
                                      
                                      
                                      185
                                      
                                      
                                      
                                      462,315
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      462,500Common
      shares issued for acquisition interests in a refinery
                                      
                                      
                                      88,500
                                      
                                      
                                      
                                      9
                                      
                                      
                                      
                                      22,116
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      22,125Common
      shares issued for purchase of a mill with capital
      equipments
                                      
                                      
                                      6,975,000
                                      
                                      
                                      
                                      697
                                      
                                      
                                      
                                      1,743,053
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,743,750Stock
      issuance cost
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (59,426
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (59,426
                                      )Stock
      based compensation
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      30,026
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      30,026Net
      loss for the year ended June 30, 2007
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (2,845,424
                                      )
                                      
                                      
                                      (2,845,424
                                      )Balance,
      June 30, 2007
                                      
                                      
                                      33,323,839
                                      
                                      
                                      
                                      3,332
                                      
                                      
                                      
                                      4,596,056
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (2,939,803
                                      )
                                      
                                      
                                      1,659,585Common
      stock issued to consultants
                                      
                                      
                                      3,000,000
                                      
                                      
                                      
                                      300
                                      
                                      
                                      
                                      2,249,700
                                      
                                      
                                      
                                      (1,875,000
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      375,000Stock
      based compensation
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      139,272
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      139,272Warrant
      modification expense
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      844,423
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      844,423Conversion
      of convertible debentures with  accrued interest
                                      
                                      
                                      7,186,730
                                      
                                      
                                      
                                      719
                                      
                                      
                                      
                                      3,590,801
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,591,520Common
      shares issued for acquisition of interests in mineral
    claims
                                      
                                      
                                      175,000
                                      
                                      
                                      
                                      18
                                      
                                      
                                      
                                      104,982
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      105,000Common
      stock issued to a consultant
                                      
                                      
                                      100,000
                                      
                                      
                                      
                                      10
                                      
                                      
                                      
                                      57,990
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      58,000Amortization
      of deferred stock compensation
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      562,500
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      562,500Net
      loss for the year
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (4,635,465
                                      )
                                      
                                      
                                      (4,635,465
                                      )Balance
      June 30, 2008 (Restated-Note 16)
                                      
                                      
                                      43,785,569
                                      
                                      
                                      
                                      4,379
                                      
                                      
                                      
                                      11,583,224
                                      
                                      
                                      
                                      (1,312,500
                                      )
                                      
                                      
                                      (7,575,268
                                      )
                                      
                                      
                                      2,699,835Common
      shares issued for cash (net)
                                      
                                      
                                      7,040,000
                                      
                                      
                                      
                                      704
                                      
                                      
                                      
                                      3,372,296
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,373,000Common
      stock issued to a consultant
                                      
                                      
                                      75,000
                                      
                                      
                                      
                                      7
                                      
                                      
                                      
                                      43,493
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      43,500Common
      stock issued on acquisition of a subsidiary
                                      
                                      
                                      397,024
                                      
                                      
                                      
                                      40
                                      
                                      
                                      
                                      31,722
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      31,762Common
      shares issued on warrant exercises
                                      
                                      
                                      8,900,907
                                      
                                      
                                      
                                      890
                                      
                                      
                                      
                                      2,224,337
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,225,227Stock
      based compensation
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      814,050
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      814,050Warrant
      modification expense
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      346,673
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      346,673Amortization
      of deferred stock compensation
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      1,125,000
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      1,125,000Net
      loss for the year
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (6,045,477
                                      )
                                      
                                      
                                      (6,045,477
                                      )Balance
      June 30, 2009 (Restated-Note 16)
                                      
                                      
                                      60,198,500
                                      
                                      
                                      
                                      6,020
                                      
                                      
                                      
                                      18,415,795
                                      
                                      
                                      
                                      (187,500
                                      )
                                      
                                      
                                      (13,620,745
                                      )
                                      
                                      
                                      4,613,570Common
      shares issued for cash
                                      
                                      
                                      6,973,180
                                      
                                      
                                      
                                      697
                                      
                                      
                                      
                                      1,603,134
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      1,603,831Common
      stock issued on acquisition of a subsidiary
                                      
                                      
                                      1,021,777
                                      
                                      
                                      
                                      102
                                      
                                      
                                      
                                      275,778
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      275,880Stock
      based compensation
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      216,751
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      216,751Amortization
      of deferred stock compensation
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      187,500
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      187,500Net
      loss for the year
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (3,314,953
                                      )
                                      
                                      
                                      (3,314,953
                                      )Balance
      June 30, 2010
                                      
                                      
                                      68,193,457
                                      
                                      
                                      
                                      6,819
                                      
                                      
                                      
                                      20,511,458
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (16,935,698
                                      )
                                      
                                      
                                      3,582,579




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




F-4




INFRASTRUCTURE
MATERIALS CORP.
 (FORMERLY
SILVER RESERVE CORP.)
 (AN
EXPLORATION STAGE MINING COMPANY)
 Consolidated
Statements of Cash Flows for the
 Years
Ended June 30, 2010 and 2009 and the Period from Inception (June 3, 1999) to
June 30, 2010
 (Amounts
expressed in US Dollars)


Cumulative
                
                
                For the
                
                
                For theSince
                
                
                year ended
                
                
                year endedInception
                
                
                June 30, 2010
                
                
                June 30, 2009(Restated)(See Note 16)Cash
      Flows from Operating ActivitiesNet
      loss
                
                
                (16,935,698
                )
                
                
                (3,314,953
                )
                
                
                (6,045,477
                )Adjustment
      for:Depreciation
                
                
                888,714
                
                
                
                177,321
                
                
                
                214,204Amortization
      of debt issuance cost
                
                
                247,490
                
                
                
                -
                
                
                
                -Loss
      on disposal of plant and equipment
                
                
                10,524
                
                
                
                10,524Gain
      on Bargain Purchase (Note 14)
                
                
                (238,645
                )
                
                
                (238,645
                )
                
                
                -Stock
      based compensation
                
                
                1,200,099
                
                
                
                216,751
                
                
                
                814,050Warrant
      modification expense
                
                
                1,191,096
                
                
                
                -
                
                
                
                346,673Shares
      issued for mineral claims, as part of project expenses
                
                
                1,452,650
                
                
                
                -
                
                
                
                -Shares
      issued for consultant services expensed
                
                
                2,351,500
                
                
                
                187,500
                
                
                
                1,168,500Shares
      issued on acquisition of subsidiary
                
                
                31,762
                
                
                
                -
                
                
                
                31,762Interest
      on convertible debentures
                
                
                90,453
                
                
                
                -
                
                
                
                -Changes
      in non‐cash working capitalPrepaid
      expenses
                
                
                (122,343
                )
                
                
                83,139
                
                
                
                (49,936
                )Accounts
      payable
                
                
                93,410
                
                
                
                (93,590
                )
                
                
                29,484Accrued
      liabilities
                
                
                117,593
                
                
                
                33,251
                
                
                
                (108,985
                )Net
      cash used in operating activities
                
                
                (9,621,395
                )
                
                
                (2,938,702
                )
                
                
                (3,599,725
                )Cash
      Flows from Investing ActivitiesDecrease
      (Increase) in Short‐term investments
                
                
                (586,745
                )
                
                
                2,530,058
                
                
                
                (3,116,803
                )Acquisition
      of plant and equipment for cash
                
                
                (106,977
                )
                
                
                (17,205
                )
                
                
                (15,288
                )Proceeds
      from sale of plant and equipment
                
                
                2,500
                
                
                
                -
                
                
                
                -Net
      cash provided (used) in investing activities
                
                
                (691,222
                )
                
                
                2,512,853
                
                
                
                (3,132,091
                )Cash
      Flows from Financing ActivitiesIssuance
      of common shares for cash
                
                
                6,394,571
                
                
                
                1,603,831
                
                
                
                3,520,000Issuance
      of common shares for warrant exercises
                
                
                2,225,227
                
                
                
                -
                
                
                
                2,225,227Issuance
      of convertible debentures subsequently converted to cash
                
                
                3,501,067
                
                
                
                -
                
                
                
                -Stock
      and debenture placement commissions paid in cash
                
                
                (210,000
                )
                
                
                -
                
                
                
                (147,000
                )Net
      cash provided by financing activities
                
                
                11,910,865
                
                
                
                1,603,831
                
                
                
                5,598,227Net
      Change in Cash
                
                
                1,598,248
                
                
                
                1,177,982
                
                
                
                (1,133,589
                )Cash-
      beginning of period
                
                
                -
                
                
                
                420,266
                
                
                
                1,553,855Cash
      - end of period
                
                
                1,598,248
                
                
                
                1,598,248
                
                
                
                420,266Supplemental
      Cash Flow InformationInterest
      Paid
                
                
                -
                
                
                
                -
                
                
                
                -Income
      taxes paid
                
                
                -
                
                
                
                -
                
                
                
                -


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




F-5




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





1.           Nature
of Business and Operations





On
December 1, 2008, the Company amended its Certificate of Incorporation to change
its name from “Silver Reserve Corp.” to “Infrastructure Materials
Corp.”





The
Company’s focus is on the exploration and development, if feasible, of
limestone, silver and other metals from its claims in the States of Nevada,
Idaho and Arizona and the Canadian province of Manitoba.





The
Company is an exploration stage mining 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 Emerging Issues Task Force ("EITF") Issue 04-2.  The
Company assesses the carrying costs for impairment 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 has determined that, except for the amount
capitalized as Mineral Property Interests for $514,525 (See Note 14), all
property payments are impaired and accordingly the Company has written off the
acquisition costs to project expenses.  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.





In
November of 2008, the Company refocused its business to concentrate on the
exploration and, if warranted, development of cement grade limestone properties,
located in the States of Nevada and Idaho.  The Company’s limestone
assets are held by its wholly-owned subsidiary, Infrastructure Materials Corp US
(“IMC US”), a Nevada Corporation, which was acquired pursuant to a Share
Exchange Agreement as of November 7, 2008.  The Company acquired all
of the issued and outstanding stock of IMC US in exchange for 397,024 shares of
the Company’s common stock (“Shares” or a “Share”) at the agreed price of $0.50
per Share. The transaction was measured at fair value, being the market value of
the equity instruments delivered on the transaction date. The fair value of the
Company’s 397,024 Shares issued at closing was measured at $31,762.





$Fair
      value of assets acquired
                  
                  
                  -Consideration
      given
                  
                  
                  31,762Goodwill
      on acquisition
                  
                  
                  31,762





Todd D.
Montgomery, the Company’s Chief Executive Officer and a member of the Company’s
Board of Directors was the seller in this transaction.  The
transaction was approved by the disinterred members of the Board of
Directors.  Subsequent to the acquisition of IMC US, it was determined
that the Goodwill on acquisition was impaired and thus written
off.


F-6




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





1.           Nature
of Business and Operations - Cont’d





As of the
date of this report, IMC US controls 12 limestone Projects in Nevada, made up of
1,326 mineral claims covering 27,395 acres. IMC US has acquired 100% of the
Mineral Rights on an additional 1,120 acres, 50% of the Mineral Rights on 7,400
acres, and 25% of the Mineral Rights on 160 acres. In addition as of the date of
this report, IMC US controls one limestone project in Idaho consisting of 63
mineral claims covering 1,302 acres.  IMC US also holds 18 mineral
exploration permits covering 10,138 acres at two projects in the state of
Arizona. The Company does not consider the claims, exploration permits or
mineral rights to be material at this time and has expensed related costs to
project expense.  The Company’s assessment of the claims, exploration
permits and mineral rights may change after exploration of the
claims.  Subsequent to the date of this report, 526 mineral claims in
Nevada and all 63 mineral claims in Idaho were abandoned. Please refer to Note
17, Subsequent Events.





On
December 18, 2008, the Company incorporated a second wholly owned subsidiary in
the State of Delaware under its former name, “Silver Reserve Corp.” and referred
to herein as “SRC.”  The Company assigned all fourteen of its
silver/base metal projects in Nevada to this subsidiary. As of June 1, 2010,
Silver Reserve Corp. terminated its interests in one of the
projects.  As of the date of this report, the remaining thirteen claim
groups contain 408 claims covering 8,419 acres which include 10 patented claims
and 2 leased patented claims. Subsequent to the date of this report, 61 mineral
claims in Nevada were abandoned.  Please refer to Note 17, Subsequent
Events.





SRC also
has a milling facility located in Mina, Nevada on six mill site claims covering
30 acres.





In
December 2009, the Company further expanded its limestone exploration activities
by acquiring limestone quarry leases located in Manitoba, Canada.  The
Company purchased Canadian Infrastructure Corp. (“CIC”), a Canadian corporation,
pursuant to a Share Exchange Agreement (the “CIC Agreement”) between the
Company, CIC and Todd D. Montgomery dated as of December 15, 2009. Mr.
Montgomery was the sole shareholder of CIC.  Because Mr. Montgomery is
also the Company’s Chief Executive Officer and a member of its Board of
Directors, the CIC Agreement was approved by the disinterested members of the
Company’s Board of Directors on November 27, 2009, after obtaining an
independent appraisal and market study for the properties.  Under the
terms of the CIC Agreement, the Company acquired all of the issued and
outstanding stock of CIC in exchange for 1,021,777 Shares of the
Company.  The CIC Agreement closed on February 9, 2010.  CIC
controls 95 quarry leases issued by the Province of Manitoba, Canada, covering
6,090 hectares (15,049 acres).  The Company is accounting for the
acquisition of CIC as a business combination that is accounted for under the
acquisition method as discussed in FASB ASC Topic 805.





ASC 805
requires acquisition-date fair value measurement of identifiable assets,
liabilities assumed and non-controlling interests in the
acquiree.  The only assets acquired were CIC’S quarry leases having a
fair value of $514,525 (CAD $550,000) that have been recorded as an asset,
“Mineral Property Interests,” on the date of acquisition.  The stock
of the Company traded at $0.27 per share on February 9, 2010, and the Company
recorded a $275,880 increase in shareholders’ equity reflecting the issuance of
1,021,777 common shares of the Company in exchange for all issued and
outstanding shares of CIC.  There were no liabilities assumed by the
Company and no non-controlling interests in CIC, resulting in a bargain purchase
price of $238,645 that has been recorded as Other Income in the Company’s
Consolidated Statements of Operations.  Also see Note 14, Mineral
Property Interests.


F-7




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





1.           Nature
of Business and Operations - Cont’d





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.





2.           Exploration
Stage Activities





The
Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.




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
$16,935,698 from inception to June 30, 2010.  The Company has
funded operations through the issuance of capital stock and convertible
debentures.  In May and June of 2006, the Company closed a private
placement of its common stock for gross proceeds of $415,000.  During
the year ended June 30, 2007 the Company raised $848,935 (including $300,000
received in the prior year as stock subscriptions) through a private placement
of its common stock for cash.  The Company also issued Convertible
Debentures in the amount of $1,020,862 during the year ended June 30, 2006 and
issued Convertible Debentures in the amount of $2,480,205 during the year ended
June 30, 2007.  During the three-month period ended September 30, 2008 the
Company completed private placements of common stock for proceeds of $3,373,000
net of cash expenses. During the year ended June 30, 2009, the Company issued
common stock as a result of warrant exercises for proceeds of
$2,225,227. In June 2010 the Company closed a private placement of its
common stock for gross proceeds of $1,603,831. 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.




b)
            Short-Term
      Investments




Short-term
investments represent bank deposits with maturies 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.


F-8




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





3.           Summary
of Significant Accounting Policies - Cont’d




c)
            Acquisition, Exploration and
      Evaluation Expenditures





The
Company is an exploration stage mining 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 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 (See Note 14), 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 will be capitalized.  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.




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 methodOffice
      furniture and fixtures
                
                
                20
                %
                
                declining
      balance methodLeasehold
      improvements
                
                3
      years
                
                
                straight
      line methodPlant
      and Machinery
                
                
                15
                %
                
                declining
      balance methodTools
                
                
                25
                %
                
                declining
      balance methodVehicles
                
                
                20
                %
                
                declining
      balance methodConsumables
                
                
                50
                %
                
                declining
      balance methodMoulds
                
                
                30
                %
                
                declining
      balance methodMobile
      Equipment
                
                
                20
                %
                
                declining
      balance methodFactory
      Buildings
                
                
                5
                %
                
                declining
      balance method




F-9




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(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, short term investments, accounts payable and accrued liabilities
were estimated to approximate their carrying values due to 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 some of its 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.


F-10




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





3.           Summary
of Significant Accounting Policies - Cont’d





g)
            Asset Retirement
      Obligation




The
Company accounts for asset retirement obligations, which requires that the fair
value of an asset retirement obligation be recorded as a liability in the period
in which a company incurs the obligation.




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 is 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 stock options and warrants for each year.
There were no common equivalent shares outstanding at June 30, 2010 and 2009
that have been included in dilutive loss per share calculation as the effects
would have been anti-dilutive. At June 30, 2010, there were 4,600,000 options
from the 2006 Stock Option Plan, 250,000 non-qualified options and 994,000
warrants outstanding. At June 30, 2009, there were 4,639,583 options from the
2006 Stock Option Plan and 2,615,441 warrants outstanding.





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.


As of
June 30, 2010, there was $72,271 (2009 - $179,934) of unrecognized expense
related to non-vested stock-based compensation arrangements granted. The total
stock-based compensation expense relating to all employees and non employees for
the years ended June 30, 2010 and 2009 was $216,750 and $814,050,
respectively.


F-11




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





3.           Summary
of Significant Accounting Policies - Cont’d




l)
            Concentration of Credit
      Risk




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




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 accruals and estimates for calculation of stock based
compensation.




n)
            Comprehensive
      Income




The
Company reports comprehensive income or loss in its consolidated financial
statements. In addition to items included in net income, comprehensive income
includes items currently charged or credited directly to stockholders’ equity,
such as foreign currency translation adjustments.




F-12




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





3.           Summary
of Significant Accounting Policies - Cont’d




o)
            Recent Accounting
      Pronouncements





In
January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06,
“Fair Value Measurements and Disclosures” (“ASU 2010-06”). ASU 2010-06 requires
new disclosures for (i) transfers of assets and liabilities in and out of levels
one and two fair value measurements, including a description of the reasons for
such transfers and (ii) additional information in the reconciliation for fair
value measurements using significant unobservable inputs (level three). This
guidance also clarifies existing disclosure requirements including (i) the level
of disaggregation used when providing fair value measurement disclosures for
each class of assets and liabilities and (ii) the requirement to provide
disclosures about the valuation techniques and inputs used to measure fair value
for both recurring and nonrecurring fair value measurements for level two and
three assets and liabilities. ASU 2010-06 is effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures
about activity in the roll forward for level three fair value measurements,
which is effective for fiscal years beginning after December 15, 2010. The
Company believes that the adoption of this guidance will not have a material
impact on the financial position and results of operations.





In
October 2009, the FASB issued update 2009-13, ASC 605, Revenue Recognition: Multiple
–Deliverable Revenue Arrangements-a consensus of the FASB Emerging Issues Task
Force. The revised guidance provides for two significant changes to
existing multiple element arrangement guidance. The first relates to the
determination of when the individual deliverables included in a multiple-element
arrangement may be treated as separate units of accounting. This change is
significant as it will likely result in the requirement to separate more
deliverables within an arrangement, ultimately leading to less revenue deferral.
The second change modifies the manner in which the transaction consideration is
allocated across the separately identifiable deliverables. These changes are
likely to result in earlier recognition of revenue for multiple-element
arrangements than under previous guidance. This standard is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. The Company believes that the
adoption of this standard will not have a material impact on the financial
position and results of operation.





In
October 2009, the FASB issued update 2009-14, ASC 985, Software: Certain Revenue
Arrangements That Include Software Elements – a consensus of the FASB Emerging
Issues Task Force. This updated guidance is expected to significantly
affect how entities account for revenue arrangements that contain both hardware
and software elements. This standard is effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. The Company believes that the adoption of this standard
will not have a material impact on the financial position and results of
operation.


F-13




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





4.           Plant
and Equipment, Net


June 30, 2010
                              
                              
                              June 30, 2009Accumulated
                              
                              
                              
                              
                              
                              AccumulatedCost
                              
                              
                              Depreciation
                              
                              
                              Cost
                              
                              
                              Depreciation$
                              
                              
                              $
                              
                              
                              $
                              
                              
                              $Office,
      furniture and fixtures
                              
                              
                              3,623
                              
                              
                              
                              1,646
                              
                              
                              
                              18,830
                              
                              
                              
                              8,506Computer
      equipment
                              
                              
                              14,448
                              
                              
                              
                              1,831
                              
                              
                              
                              6,571
                              
                              
                              
                              3,405Leasehold
      improvements
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              16,230
                              
                              
                              
                              14,815Plant
      and Machinery
                              
                              
                              1,514,511
                              
                              
                              
                              700,499
                              
                              
                              
                              1,514,677
                              
                              
                              
                              557,350Tools
                              
                              
                              6,725
                              
                              
                              
                              4,157
                              
                              
                              
                              6,725
                              
                              
                              
                              3,281Vehicles
                              
                              
                              76,928
                              
                              
                              
                              34,981
                              
                              
                              
                              76,407
                              
                              
                              
                              24,276Consumables
                              
                              
                              64,197
                              
                              
                              
                              59,516
                              
                              
                              
                              64,197
                              
                              
                              
                              54,835Moulds
                              
                              
                              900
                              
                              
                              
                              668
                              
                              
                              
                              900
                              
                              
                              
                              569Mobile
      Equipment
                              
                              
                              73,927
                              
                              
                              
                              42,181
                              
                              
                              
                              73,927
                              
                              
                              
                              34,244Factory
      Buildings
                              
                              
                              74,849
                              
                              
                              
                              13,349
                              
                              
                              
                              74,849
                              
                              
                              
                              10,1121,830,108
                              
                              
                              
                              858,828
                              
                              
                              
                              1,853,313
                              
                              
                              
                              711,393Net
      carrying amount
                              
                              
                              971,280
                              
                              
                              
                              
                              
                              
                              
                              1,141,920Depreciation
      charges
                              
                              
                              177,321
                              
                              
                              
                              
                              
                              
                              
                              214,204





5.           Issuance
of Common Shares and Warrants





Year ended June 30,
2010





The
Company entered into an agreement to acquire, as a wholly-owned subsidiary,
Canadian Infrastructure Corp., a Canadian corporation, pursuant to a Share
Exchange Agreement (the “CIC Agreement”) between the Company, CIC and Todd D.
Montgomery dated as of December 15, 2009. Also see Note 14, Mineral Property
Interests.  Under the terms of the CIC Agreement, the Company acquired
all of the issued and outstanding stock of CIC in exchange for 1,021,777 shares
of the Company.  The Company is accounting for the acquisition of CIC
as a business combination that is accounted for under the acquisition method as
discussed in FASB ASC Topic 805. The CIC Agreement closed on February 9,
2010.





On June
25, 2010, the Company completed a private placement of 6,973,180 shares of the
Company’s common stock at a price of $0.23 per Share for total consideration of
$1,603,831. The private placement was exempt from registration under the
Securities Act of 1933, as amended, pursuant to an exemption afforded by
Regulation S promulgated thereunder.  Each investor that participated
in the private placement was a non-“U.S. Person” as that term is defined under
Regulation S.


F-14




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





5.           Issuance
of Common Shares and Warrants - Cont’d





Year ended June 30,
2009





The
Company issued 25,000 Shares to Endeavor Holdings, Inc. on each of July 1,
August 1 and September 1, of 2008 for a total of 75,000 Shares valued at $43,500
in accordance with the terms of a contract dated March 3, 2008.  The
contract was terminated on October 1, 2008.





The
Company acquired all of the outstanding shares of IMC US pursuant to a Share
Exchange Agreement that was closed on November 7, 2008. IMC US holds limestone
mineral properties in the United States, and is actively engaged in acquiring
additional limestone mineral properties.  Todd Montgomery, a director
and chief executive officer of the Company, was the sole shareholder of IMC US.
The transaction was approved by the disinterested members of the Company’s Board
of Directors.





Under the
terms of the Share Exchange Agreement, Mr. Montgomery received 397,024 Shares at
an agreed value of $0.50 per Share in exchange for all of the outstanding shares
of IMC US.  The transaction was measured at the fair value, being the
market value of the Shares delivered on the transaction date.  The
fair value of the Company’s 397,024 Shares was measured at
$31,762.  IMC US owns certain limestone mineral claims in the States
of Nevada and Idaho which the Company does not consider material at this time
and expensed this cost to project expense.  The Company’s assessment
of the claims may change after exploration of the claims.





Between
February and March 2009, the Company issued 8,900,907 Shares under the exercise
of warrants at $0.25 per Share. This exercise price of $0.25 per Share was part
of a one time offer to all warrant holders (approved by the Board of Directors
on December 11, 2008) that reduced the exercise price from $0.75 to $0.25 per
Share if the warrants were exercised prior to February 28, 2009. The Company
received $2,225,227 and issued 8,900,907 shares.





Warrants





During
the year ended June 30, 2007, the Company issued 700,214 broker warrants at an
exercise price of $0.50 per Share to purchase convertible debentures as part of
the commission due to the agents who placed the offering of common shares and
convertible debentures.  These broker warrants represented an amount
equal to 10% of the convertible debentures placed.  The expiry date of
the above listed broker warrants, was extended by the Board of Directors
from  June 30, 2007 to December 31, 2007 and further extended to
December 31, 2008 and further extended to December 31, 2009.  All
outstanding broker warrants with an exercise price of $0.50 per Share expired on
December 31, 2009.





During
the year ended June 30, 2008, all holders of the Company’s convertible
debentures exercised their conversion rights. Under the terms of the convertible
debentures, the holders converted the principal amount of their convertible
debentures into “Units” at $0.50 per Unit, where each Unit consisted of a Share
and a warrant to purchase a Share at an exercise price of $0.75 per
Share.  An aggregate of 7,002,134 Shares and an aggregate of 7,002,134
share purchase warrants were issued upon conversion of the principal amount. The
expiry date of these warrants was extended to December 31, 2009, by the Board of
Directors on June 18, 2008.


F-15




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





5.           Issuance
of Common Shares and Warrants - Cont’d





An
analysis of the June 18, 2008 modification of warrants determined that the
extension of the expiry of the warrants increased the value of the warrants by
$844,423. This analysis and the analysis of the December 11, 2008 modification
discussed below were conducted by the Company in 2010 and resulted in revisions
of the Company’s financial statements for the years ended June 30, 2008 and June
30, 2009, as also described in Note 16. The June 18, 2008 increase in the value
of warrants was calculated using the Black Scholes method of valuation using the
following factors:





Risk
      free rate
                  
                  
                  2.95
                  %Expected
      dividends
                  
                  
                  0
                  %Forfeiture
      rate
                  
                  
                  0
                  %Volatility
                  
                  
                  125.18%
      to 151.61
                  %Warrant
      modification expense
                  
                  $
                  844,423





On August
22, 2008, the Company completed the private placements of 7,040,000 “Units” at
$0.50 per Unit.  Each Unit consisted of one Share and one half-Share
purchase warrant (a “Warrant”).  Each full Warrant entitles the holder
to purchase one share at $0.75 on or before September 1, 2010.  The
Company paid a commission of $147,000 and issued 294,000 broker warrants, also
expiring on September 1, 2010, to purchase Units at $0.50 per Unit in connection
with the private placement.  The Units to be issued upon exercise of
the broker warrants have the same terms as those sold to investors.





On
December 11, 2008, the Board of Directors approved a one time offer to all
warrant holders to reduce the exercise price of all unexercised warrants from
$0.75 to $0.25 per Share, if the warrants were exercised prior to February 28,
2009.





An
analysis of the December 11, 2008 modification of warrants determined that the
reduction in the exercise price of the warrants increased the value of the
warrants by $346,673. This increase was calculated using the Black Scholes
method of valuation using the following factors:





Risk
      free rate
                  
                  
                  2.95
                  %Expected
      dividends
                  
                  
                  0
                  %Forfeiture
      rate
                  
                  
                  0
                  %Volatility
                  
                  
                  264.73
                  %Warrant
      modification expense
                  
                  $
                  346,673





The
Company received elections to purchase 8,900,907 common shares under the
exercise of warrants at $0.25 per share. The Company received total
consideration of $2,225,227 and issued 8,900,907 common shares.





The
700,214 broker warrants issued during the year ended June 30, 2007 at an
exercise price of $0.50 per share and 921,227 unexercised warrants issued during
the year ended June 30, 2008 with an exercise price of $0.75 per share expired
on December 31, 2009.  The 294,000 broker warrants issued during the
year ended June 30, 2009 at an exercise price of $0.50 per Unit and 700,000
unexercised warrants issued during the year ended June 30, 2009 with an exercise
price of $0.75 per share remain outstanding until September 1,
2010.


F-16




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





5.           Issuance
of Common Shares and Warrants - Cont’d





Number ofWarrants
                      
                      
                      ExerciseGranted
                      
                      
                      Prices
                      
                      ExpiryDate$Outstanding
      at June 30, 2007 and average exercise price
                      
                      
                      700,214
                      
                      
                      
                      0.50
                      
                      Dec.
      31, 2009Granted
      in year 2007-2008
                      
                      
                      7,002,134
                      
                      
                      
                      0.75
                      
                      Dec.
      31, 2009Exercised
      in year 2007-2008
                      
                      
                      -
                      
                      
                      
                      -Expired
      in year 2007-2008
                      
                      
                      -
                      
                      
                      
                      -Cancelled
                      
                      
                      -
                      
                      
                      
                      -Outstanding
      at June 30, 2008 and average exercise price
                      
                      
                      7,702,348
                      
                      
                      
                      0.73Granted
      in year 2008-2009
                      
                      
                      3,520,000
                      
                      
                      
                      0.75
                      
                      Sept.
      1, 2010Granted
      in year 2008-2009
                      
                      
                      294,000
                      
                      
                      
                      0.50
                      
                      Sept.
      1, 2010Exercised
      in year 2008-2009
                      
                      
                      (8,900,907
                      )
                      
                      
                      0.75Expired
      in year 2008-2009
                      
                      
                      -
                      
                      
                      
                      -Cancelled
                      
                      
                      -
                      
                      
                      
                      -Outstanding
      at June 30, 2009 and average exercise price
                      
                      
                      2,615,441
                      
                      
                      
                      0.66Granted
      in year 2009-2010
                      
                      
                      -
                      
                      
                      
                      -Granted
      in year 2009-2010
                      
                      
                      -
                      
                      
                      
                      -Exercised
      in year 2009-2010
                      
                      
                      -
                      
                      
                      
                      -Expired
      in year 2009-2010 (granted in 2007)
                      
                      
                      (700,214
                      )
                      
                      
                      (0.50
                      )Expired
      in year 2009-2010 (granted in 2008)
                      
                      
                      (921,227
                      )
                      
                      
                      (0.75
                      )Cancelled
                      
                      
                      -
                      
                      
                      
                      -Outstanding
      at June 30, 2010 and average exercise price
                      
                      
                      994,000
                      
                      
                      
                      0.66
                      
                      Sept.
      1, 2010




6.           Stock
Based Compensation




In April
of 2006, the Board of Directors approved an employee stock option plan ("2006
Stock Option Plan"), the purpose of which is to enhance the Company's
stockholder value and financial performance by attracting, retaining and
motivating the Company's officers, directors, key employees, consultants and its
affiliates 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 may be granted
options to acquire common shares of the Company at the fair market value of the
stock on the date of grant.  Options may have a term of up to 10
years.  The total number of shares reserved for issuance under the
2006 Stock Option Plan is 5,000,000.


F-17




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





6. Stock Based Compensation - Cont’d





Year ended June 30,
2010





On
September 14, 2009, the Company terminated its consulting services agreement
with a consultant effective as of October 15, 2009. The 300,000 options
previously granted to the consultant will expire October 15, 2010.





On
October 23, 2009, the Company granted options to a consultant to purchase 25,000
common shares at an exercise price of $0.33 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vest at the rate of 1/3 each month until fully vested. The options granted have
a term of 5 years.





On
January 15, 2010, Roger M. Hall resigned as the Company’s Chief Operating
Officer and as a member of the Company’s Board of Directors.  The
options previously granted to Mr. Hall were set to expire as follows: 200,000
options to acquire Shares at $0.15 per Share expired on April 15, 2010; 200,000
options to acquire Shares at $0.15 per Share will expire on December 10, 2013
and 250,000 to acquire Shares at $0.30 per Share will expire on April 9,
2012.





Effective
January 15, 2010, the Company granted options to a consultant to purchase up to
250,000 common shares at an exercise price of $0.25 per share. These options
were granted in accordance with the terms of the Company’s 2006 Stock Option
Plan and vest at the rate of 1/12 each month until fully vested. The options
granted have a term of 5 years.





On
February 17, 2010, the Company granted options to a consultant to purchase up to
100,000 common shares at an exercise price of $0.28 per share. These options
were granted in accordance with the terms of the Company’s 2006 Stock Option
Plan and vest at the rate of 1/12 each month until fully vested. The options
granted have a term of 5 years.





Effective
April 26, 2010, the Company granted options to a consultant to purchase up to
50,000 common shares at an exercise price of $0.23 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vest at the rate of 1/12 each month until fully vested. The options granted have
a term of 5 years.





Effective
June 1, 2010, the Company granted to a consultant options to purchase up to
250,000 common shares at an exercise price of $0.25 per share. The term of the
option grant is tied to the term of the consulting agreement pursuant to which
the options were granted and expires on the date that is 90 days after the
termination of the consulting agreement.  The consulting agreement has
a one-year term, but may be terminated at any time by the Company upon 30-days
prior written notice or by the consultant upon the occurrence of certain events
defined in the consulting agreement.  The options vest at the rate of
20,833 options per month during the term of the consulting
agreement.  These options were not granted pursuant to the Company’s
2006 Stock Option Plan.  Upon exercise of the options, the consultant
will receive restricted shares which cannot be re-sold unless their re-sale is
registered by the Company pursuant to the Securities Act of 1933 or there is an
exemption for the re-sale of such shares such as the exemption afforded by Rule
144.


F-18




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





6. Stock Based Compensation - Cont’d





Year ended June 30,
2009





On August
7, 2008, the Board granted stock options to Kim Fraser to purchase 50,000 shares
each at an exercise price of $0.46 per share and for a term of 5 years. These
options were granted in accordance with the terms of the Company’s 2006 Stock
Option Plan and vested at the rate of 1/12 each month until fully
vested.  On September 12, 2008 the Company cancelled the unvested
options.  The time allotted under the 2006 Stock Option Plan for Ms.
Fraser to exercise the vested options has expired.





On April
2, 2008 the Board granted options to two newly appointed officers to purchase
200,000 Shares each at an exercise price of $0.35 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vest at the rate of 1/12 each month until fully vested.  Due to the
resignation of one officer on July 31, 2008, 150,000 unvested options were
forfeited. Further, due to the resignation of the other officer on December 31,
2008, 66,667 unvested options were forfeited.





On
December 11, 2008 the Board granted options to three directors to purchase
400,000 common shares each; three directors to purchase 50,000 common shares
each; one consultant to purchase 400,000 common shares; one consultant to
purchase 100,000 common shares; one consultant to purchase 50,000 common shares
and two consultants to purchase 25,000 common shares each for a total of
1,950,000 options to purchase common shares in the Company at an exercise price
of $0.15 per share. These options were granted in accordance with the terms of
the Company’s 2006 Stock Option Plan and vest at the rate of 1/12 each month
commencing December 19, 2008 until fully vested. The options granted have a term
of five years.





On
December 11, 2008, the Board granted options to two consultants to purchase
50,000 common shares each at an exercise price of $0.25 per share. These options
were granted in accordance with the terms of the Company’s 2006 Stock Option
Plan and vest at the rate of 1/12 each month until fully vested. The options
granted have a term of 5 years.





On
December 11, 2008, 250,000 options that had been issued to the President of the
Company on June 23, 2008 at an exercise price of $0.52 per share were
cancelled.





On
December 19, 2008, the Company approved the reduction of the exercise price of
1,950,000 outstanding options which had earlier been issued at $0.50 to the
holders of 1,900,000 options and at $0.60 to the holder of 50,000 options to a
new exercise price of $0.30 per share, with all other terms of the original
grant remaining the same. This reduction in exercise price relates to 250,000
options each issued to six directors on April 10, 2007; 250,000 options issued
to a consultant on April 10, 2007; 50,000 options each issued to two consultants
on April 10, 2007; 50,000 options issued to one consultant on April 17, 2007 and
50,000 options issued to one consultant on January 24, 2008.





On
January 1, 2009, the Board granted options to one consultant to purchase 300,000
common shares at an exercise price of $0.15 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vest at the rate of 50,000 each month commencing January 1, 2009, until fully
vested. These options expire on January 1, 2014.




F-19




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





6. Stock Based Compensation - Cont’d





On
February 3, 2009, the Board granted options to two contract employees to
purchase 50,000 and 100,000 common shares respectively, for a total of 150,000
common shares at an exercise price of $0.31 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vest at the rate of 1/12 each month until fully vested. The options granted have
a term of 5 years.





On June
5, 2009, the Board granted options to one consultant to purchase 50,000 common
shares at an exercise price of $0.47 per share. These options were granted in
accordance with the terms of the Company’s 2006 Stock Option Plan and vest at
the rate of 1/12 each month until fully vested. The options granted have a term
of 5 years.




For the
year ended June 30, 2010, the Company recognized in the financial statements,
stock-based compensation costs as per the following details. The fair value of
each option used for the purpose of estimating the stock compensation is based
on the grant date using the Black-Scholes option pricing model with the
following weighted average assumptions:





The
expected term calculation is based upon the expected term the option is to be
held, which is the full term of the option.  The risk-free interest
rate is based upon the U.S. Treasury yield in effect at the time of grant for an
instrument with a maturity that is commensurate with the expected term of the
stock options.  The dividend yield of zero is based on the fact that
the Company has never paid cash dividends on our common stock and has no present
intention to pay cash dividends.  The expected forfeiture rate of 0%
is based on the vesting of stock options in a short period of time.





Date of grant
                              
                              Riskfree
                                rate
                              
                              
                              Volatility
                                factor
                              
                              
                              Expected
                                Dividends
                              
                              
                              Forfeiture
                                rate
                              
                              Expected
                                life
                              
                              Exercise
                                price
                              
                              
                              Totalnumber
                                of
      options
                                granted
                              
                              
                              Grant date
                                fair value
                              
                              
                              Stock-based
                                compensation
                                cost expensed
                                during
      the year
                                ended
      June 30,
                                2010
                              
                              
                              Unexpended
                                Stock-based
                                compensation
                                cost
      deferred
                                over
      the vesting
                                period11-Dec-2008
                              
                              
                              2.95
                              %
                              
                              
                              149.96
                              %
                              
                              
                              0
                              %
                              
                              
                              0
                              %
                              5
      years
                              
                              $
                              0.15
                              
                              
                              
                              1,950,000
                              
                              
                              $
                              0.14
                              
                              
                              $
                              125,16711-Dec-2008
                              
                              
                              2.95
                              %
                              
                              
                              149.96
                              %
                              
                              
                              0
                              %
                              
                              
                              0
                              %
                              5
      years
                              
                              $
                              0.25
                              
                              
                              
                              50,000
                              
                              
                              $
                              0.45
                              
                              
                              $
                              2,7883-Feb-2009
                              
                              
                              2.95
                              %
                              
                              
                              170.57
                              %
                              
                              
                              0
                              %
                              
                              
                              0
                              %
                              5
      years
                              
                              $
                              0.31
                              
                              
                              
                              150,000
                              
                              
                              $
                              0.29
                              
                              
                              $
                              25,6965-Jun-2009
                              
                              
                              2.95
                              %
                              
                              
                              155.95
                              %
                              
                              
                              0
                              %
                              
                              
                              0
                              %
                              5
      years
                              
                              $
                              0.47
                              
                              
                              
                              50,000
                              
                              
                              $
                              0.43
                              
                              
                              $
                              20,15123-Oct-2009
                              
                              
                              2.61
                              %
                              
                              
                              156.49
                              %
                              
                              
                              0
                              %
                              
                              
                              0
                              %
                              5
      years
                              
                              $
                              0.33
                              
                              
                              
                              25,000
                              
                              
                              $
                              0.33
                              
                              
                              $
                              7,62915-Jan-2010
                              
                              
                              2.61
                              %
                              
                              
                              137.23
                              %
                              
                              
                              0
                              %
                              
                              
                              0
                              %
                              5
      years
                              
                              $
                              0.25
                              
                              
                              
                              250,000
                              
                              
                              $
                              0.22
                              
                              
                              $
                              22,820
                              
                              
                              $
                              32,34217-Feb-2010
                              
                              
                              2.61
                              %
                              
                              
                              138.74
                              %
                              
                              
                              0
                              %
                              
                              
                              0
                              %
                              5
      years
                              
                              $
                              0.28
                              
                              
                              
                              100,000
                              
                              
                              $
                              0.25
                              
                              
                              $
                              9,112
                              
                              
                              $
                              15,70926-Apr-2010
                              
                              
                              2.61
                              %
                              
                              
                              145.58
                              %
                              
                              
                              0
                              %
                              
                              
                              0
                              %
                              5
      years
                              
                              $
                              0.23
                              
                              
                              
                              50,000
                              
                              
                              $
                              0.23
                              
                              
                              $
                              2,049
                              
                              
                              $
                              9,2851-Jun-2010
                              
                              
                              2.61
                              %
                              
                              
                              145.23
                              %
                              
                              
                              0
                              %
                              
                              
                              0
                              %
                              15
      months
                              
                              $
                              0.25
                              
                              
                              
                              250,000
                              
                              
                              $
                              0.07
                              
                              
                              $
                              1,338
                              
                              
                              $
                              14,935Total
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              2,875,000
                              
                              
                              
                              
                              
                              
                              $
                              216,750
                              
                              
                              $
                              72,271





As of
June 30, 2010, there was $72,271 of unrecognized expenses related to non-vested
stock-based compensation arrangements granted. The stock-based compensation
expense for the years ended June 30, 2010 and June 30, 2009, was $216,750 and
$814,050, respectively.




F-20




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





6.           Stock
Based Compensation - Cont’d





The
following table summarizes the options outstanding as of June 30 and reflects
the extension of some options that occurred after the date of this
report:





Weighted
                  
                  
                  Weightedaverage
                  
                  
                  averageremaining
                  
                  
                  remainingcontractual
                  
                  
                  contractualOption
      Price
                  
                  
                  life
      (in years)
                  
                  
                  life
      (in years)
                  
                  
                  Number
      of options:Expiry Date
                  
                  Per Share
                  
                  
                  2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Aug
      15, 2009
                  
                  $
                  0.25
                  
                  
                  
                  
                  
                  
                  4.51
                  
                  
                  
                  -
                  
                  
                  
                  50,000Aug
      30, 2009
                  
                  $
                  0.25
                  
                  
                  
                  
                  
                  
                  0.17
                  
                  
                  
                  -
                  
                  
                  
                  20,833Aug
      30, 2009
                  
                  $
                  0.15
                  
                  
                  
                  
                  
                  
                  0.17
                  
                  
                  
                  -
                  
                  
                  
                  10,417Dec
      31, 2009
                  
                  $
                  0.30
                  
                  
                  
                  
                  
                  
                  0.51
                  
                  
                  
                  -
                  
                  
                  
                  50,000Dec
      31, 2009
                  
                  $
                  0.35
                  
                  
                  
                  
                  
                  
                  0.51
                  
                  
                  
                  -
                  
                  
                  
                  133,333Sep
      30, 2010
                  
                  $
                  0.15
                  
                  
                  
                  0.26
                  
                  
                  
                  4.51
                  
                  
                  
                  250,000
                  
                  
                  
                  250,000Oct
      15, 2010
                  
                  $
                  0.15
                  
                  
                  
                  0.30
                  
                  
                  
                  4.57
                  
                  
                  
                  300,000
                  
                  
                  
                  300,000June
      30, 2011
                  
                  $
                  0.47
                  
                  
                  
                  1.01
                  
                  
                  
                  5.00
                  
                  
                  
                  50,000
                  
                  
                  
                  50,000Aug
      30, 2011
                  
                  $
                  0.25
                  
                  
                  
                  1.18
                  
                  
                  
                  
                  
                  
                  
                  250,000
                  
                  
                  
                  -April
      9, 2012
                  
                  $
                  0.30
                  
                  
                  
                  1.80
                  
                  
                  
                  2.82
                  
                  
                  
                  1,800,000
                  
                  
                  
                  1,800,000April
      16, 2012
                  
                  $
                  0.30
                  
                  
                  
                  1.82
                  
                  
                  
                  2.84
                  
                  
                  
                  50,000
                  
                  
                  
                  50,000Jan
      23, 2013
                  
                  $
                  0.30
                  
                  
                  
                  2.61
                  
                  
                  
                  3.62
                  
                  
                  
                  50,000
                  
                  
                  
                  50,000April
      1, 2013
                  
                  $
                  0.35
                  
                  
                  
                  2.79
                  
                  
                  
                  3.81
                  
                  
                  
                  50,000
                  
                  
                  
                  50,000Dec
      10, 2013
                  
                  $
                  0.15
                  
                  
                  
                  3.50
                  
                  
                  
                  4.51
                  
                  
                  
                  1,475,000
                  
                  
                  
                  1,675,000Feb
      2, 2014
                  
                  $
                  0.31
                  
                  
                  
                  3.65
                  
                  
                  
                  4.66
                  
                  
                  
                  150,000
                  
                  
                  
                  150,000Oct
      22, 2014
                  
                  $
                  0.33
                  
                  
                  
                  4.38
                  
                  
                  
                  
                  
                  
                  
                  25,000
                  
                  
                  
                  -Jan
      14, 2015
                  
                  $
                  0.25
                  
                  
                  
                  4.61
                  
                  
                  
                  
                  
                  
                  
                  250,000
                  
                  
                  
                  -Feb
      16, 2015
                  
                  $
                  0.28
                  
                  
                  
                  4.70
                  
                  
                  
                  
                  
                  
                  
                  100,000
                  
                  
                  
                  -Apr
      25, 2015
                  
                  $
                  0.23
                  
                  
                  
                  4.89
                  
                  
                  
                  
                  
                  
                  
                  50,000
                  
                  
                  
                  -Options
      outstanding at end of year
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  4,850,000
                  
                  
                  
                  4,639,583Weighted
      average exercise price at end of year
                  
                  
                  
                  
                  
                  
                  $
                  0.23
                  
                  
                  $
                  0.24Weighted
      average remaining contractual life (in years)
                  
                  
                  
                  2.43
                  
                  
                  
                  3.65





Number
      of options:2010
                  
                  
                  2009Outstanding,
      beginning of year
                  
                  
                  4,639,583
                  
                  
                  
                  2,600,000Granted
                  
                  
                  675,000
                  
                  
                  
                  4,550,000Expired
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Forfeited
                  
                  
                  (464,583
                  )
                  
                  
                  (2,510,417
                  )Cancelled
                  
                  
                  -
                  
                  
                  
                  -Outstanding,
      end of year
                  
                  
                  4,850,000
                  
                  
                  
                  4,639,583Exercisable,
      end of year
                  
                  
                  4,366,666
                  
                  
                  
                  3,523,750




F-21




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





7.           Deferred
Stock Compensation





In fiscal
year 2008, the Company issued 1,500,000 Shares each to two consultants, for a
total of 3,000,000 Shares valued at $2,250,000.  The Company expensed
proportionate consulting expenses of $187,500 and $1,125,000, respectively,
during the years ended June 30, 2010, and June 30, 2009.  Consulting
expenses were fully expensed by December 31, 2009, and are no longer reflected
as a deferred stock compensation expense under Stockholders’ Equity in the
Consolidated Balance Sheet as of June 30, 2010.





8.           Commitments
and Contingencies





On August
1, 2006, the Company acquired the Pansy Lee Claims 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, in the
event that any one or more claims becomes a producing claim, our revenue 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 arms
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 2% net smelter
royalty pertains to 8 of the 30 claims in this group.





On
September 14, 2007, the Company engaged Lumos & Associates, Inc. (“Lumos”)
to complete the regulatory permitting process for the Company’s Mill in Mina,
Nevada.  The total consideration to be paid under the contract is
approximately $350,000.  The permitting process is being carried out
in twelve stages. The completion date has not been determined. The Company is
required to authorize in writing each stage of the work before the work
proceeds. As of June 30, 2010, the Company had recorded $318,832 for this
contract (June 30, 2009 - $134,181).





The
Company obtained 25 mineral claims (the “Option Claims”), located in Elko
County, Nevada pursuant to an option agreement (the “Option Agreement”) dated as
of May 1, 2008 (the “Date of Closing”) with Nevada Eagle Resources, LLC and
Steve Sutherland (together, the “Optionees”).  The provisions of the
Option Agreement included, among others, payments of specified annual amounts
ranging from $10,000 to $80,000 by the Company to the Optionees over a period of
ten years.  Effective June 1, 2010, the Company and the Optionees
agreed to terminate the Company’s interests in the Option Claims pursuant to (1)
payment by the Company of $8,750 to each of the Optionees, (2) performance by
the Company of such reclamation and remediation as required to discharge the
surface management bond posted by the Company pursuant to a Notice of Intent
filed with the BLM prior to undertaking exploration activity on the Option
Claims, and (3) conveyance by the Company to Nevada Eagle Resources, LLC of the
124 mineral claims staked by the Company after the Date of Closing that are
within the Area of Interest described in the Option Agreement.  The 25
Option Claims together with the 124 mineral claims staked by the Company have
been referred to by the Company as the “Medicine Claim Group.”




F-22




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





8.           Commitments
and Contingencies – Cont’d





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
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. During the term of the Consulting Agreement the Company will pay a
fee of $8,500 per month and reimburse related business expenses. Mr. Douglas
does not receive a salary from the Company.





On
December 8, 2008 IMC US entered into a Mineral Rights Lease Agreement (the
“Edgar Lease Agreement”) with the Earl Edgar Mineral Trust (the “Edgar”) to
lease certain mineral rights in Elko County, Nevada described below (the “Edgar
Property”).  The term of the Edgar Lease Agreement is ten years and
will automatically renew on the same terms and conditions for additional
ten-year periods, provided IMC US is conducting exploration, development or
mining either on the surface or underground at the property.  The rent
is to be paid each year on January 1st.  $1.00 per net acre was paid
upon execution of the Edgar Lease Agreement.  On January 1 of each
year commencing in 2010 and extending for so long as the Edgar Lease Agreement
is in effect, IMC US is obligated to make the following payments:





2010           $1.00
per net acre


2011           $2.00
per net acre


2012           $2.00
per net acre


2013           $3.00
per net acre


2014           $3.00
per net acre


2015           $4.00
per net acre


2016           $4.00
per net acre


2017           $5.00
per net acre in each year for the duration of the Edgar Lease
Agreement.





The Edgar
Lease Agreement covers 100% of the mineral rights on 1,120 acres of the Edgar
Property (“Property A”) and 50% of the mineral rights on 6,740 acres of the
Edgar Property (“Property B”).  Edgar is entitled to receive a royalty
of $0.50 per ton for material mined and removed from Property A and $0.25 per
ton for material mined and removed from Property B during the term of the Edgar
Lease Agreement and any renewal thereof.





On April
9, 2009, the Company and Edgar entered into an Amendment to the Edgar Lease
Agreement (the “Amendment”), effective as of December 8, 2008.  The
Amendment provides for Standard Steam LLC to carry out exploration for
geothermal energy sources on the Edgar Property after obtaining the written
consent of the Company.  The Amendment also provides for other
cooperation with Standard Steam LLC regarding mineral rights on Property B of
the Edgar Property.




F-23




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





8.           Commitments
and Contingencies – Cont’d





On May
20, 2009, IMC US engaged Lumos to conduct base line studies for the Blue Nose
Project located in Lincoln County, Nevada with the intention of determining if a
suitable plant site can be located.  The study includes analysis of
rail and road access and environmental considerations that could impede
development.  The total consideration to be paid under the contract is
approximately $74,500.  On September 28, 2009, the contract was
amended to add an environmental assessment and plan of operations for an
additional amount of approximately $62,000.  The Company has to
authorize each phase of the work.  As of June 30, 2010, the Company
had recorded total expenses of $114,576 pertaining to this contract with
Lumos (June 30, 2009 - $9,952).





By letter
dated November 27, 2009, the U.S. Attorney’s Office asked for contribution from
the Company for the cost of putting out a fire that occurred on May 8, 2008 on
approximately 451 acres of land owned by the BLM.  The cost of putting
out the fire and rehabilitating the burned area was approximately
$550,000.  The Company has denied any responsibility for the fire and
has alerted its liability insurance carrier. The Company has not accrued any
costs for this claim in its financial statements.





On
November 30, 2009, the Company entered into a consulting services agreement with
CLL Consulting, LLC (“CLL”) to provide for business and administrative services.
The Consulting Agreement has a term of one year and is automatically renewable
thereafter. Either party may terminate the Consulting Agreement upon 60 days
notice. During the term of the Consulting Agreement the Company will pay CLL a
fee of $6,083 per month and reimburse related business expenses





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 in certain sections of Elko County, Nevada
(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.





On
January 15, 2010, the Company entered into an “Independent Contractor Agreement”
with Karl Frost. Mr. Frost was given the title of Chief Geologist of the Company
and will be responsible for the preparation and oversight of all geological
programs and activities. The Independent Contractor Agreement has a term of one
year and is automatically renewable thereafter. Either party may terminate the
agreement upon 60 days notice or in the case of breach or default with 5 days of
written notice. During the term of the agreement the Company will pay Mr. Frost
a fee of $12,500 per month and reimburse him for related business expenses. In
addition, during the first term of this agreement, the Company granted Mr. Frost
an option to purchase 250,000 common shares of the Company at an exercise price
of $0.25 per share. These options were granted in accordance with the terms of
the Company’s 2006 Stock Option Plan and vest at the rate of 1/12 each month
until fully vested. The options granted have a term of 5 years.




F-24




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





8.           Commitments
and Contingencies – Cont’d





As of
January 15, 2010, the Company entered into a Property Lease Agreement with
Eugene M. Hammond (the “Hammond Lease”) for surface rights on 80 acres in Elko
County, Nevada (the “Hammond Surface Rights”).  The term of the
Hammond Lease is five years and the annual rent is $500.  The Company
is responsible for the payment of all real estate taxes on the Hammond Surface
Rights.  During the term of the Hammond Lease, the Company has the
exclusive right to conduct exploration and development work on the Hammond
Surface Rights.  The results of all drilling and exploration are the
property of the Company.  The Company is responsible for any
environmental damage caused by the Company and any reclamation costs required as
a result of drilling and testing.  The Company has an option to
purchase the property covered by the Hammond Lease for $15,000, less the amount
paid in rent during the term of the Hammond Lease.





Also 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 160
acres (the “Hammond Mineral Rights Property”) covered by the Hammond Mineral
Rights Agreement.  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.





As of
February 1, 2010, the Company entered into a Consulting Services Agreement to
provide for receptionist and administrative services at its Reno, Nevada
corporate headquarters.  Pursuant to this Agreement, the Company will
pay $51,000 per year for such services.





On March
25, 2010, IMC US engaged Lumos to conduct the second phase of base line studies
for the Blue Nose Project located in Lincoln County, Nevada with the intention
of determining if a suitable plant site can be located with emphasis on
transportation access and environmental considerations that could impede
development.  The total consideration to be paid under the contract is
approximately $55,300. The Company is to authorize each phase of work before the
work proceeds. As of June 30, 2010, the Company had recorded total expenses of
$36,011 pertaining to this contract with Lumos.





On May
19, 2010, IMC US engagedMine Development Associates, Inc. to complete a Resource Estimate, Pit
Optimization and 43-101 Report for the Blue Nose Project located in Lincoln
County, Nevada.  The total consideration to be paid under the contract
is approximately $46,000.  As of June 30, 2010, the Company had not
incurred any expenses pertaining to this contract.




F-25




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





8.           Commitments
and Contingencies – Cont’d





As of
June 1, 2010, the Company entered into a Consulting Agreement with Teatyn
Enterprises Inc. (“Teatyn”) to provide business consulting and investor
relations consulting.  Under the agreement, Teatyn will receive a
monthly fee of CAD $10,000, subject to monthly reductions of up to CAD $3,500 if
Teatyn enters into one or more agreements to provide similar services to other
companies of which the Company’s Chief Executive Officer is also a director or
officer.  The agreement has an initial term of one year and can be
renewed on such terms as may be agreed upon between the parties.  The
agreement may be terminated at any time by the Company upon 30-days prior
written notice or by Teatyn upon the occurrence of certain events defined in the
agreement.  In addition the Company granted Teatyn options to purchase
up to 250,000 common shares at an exercise price of $0.25 per
share.  These options vest at the rate of 20,833 options per month and
expire on the date that is 90 days after the termination of the Consulting
Agreement.  These options were not granted pursuant to the Company’s
2006 Stock Option Plan.  Upon exercise of the options, Teatyn will
receive restricted shares which cannot be re-sold unless their re-sale is
registered by the Company pursuant to the Securities Act of 1933 or there is an
exemption for the re-sale of such shares such as the exemption afforded by Rule
144.





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, 2010, and June 30, 2009, were $24,007 and $16,588,
respectively.  As of June 30, 2010, the Company’s estimated future
minimum cash payments under non-cancelable operating leases for the years ending
June 30, 2011, June 30, 2012, and June 30, 2013, are $31,509, $16,572, and $338,
respectively.





Maintaining
Claims in Good Standing





The
Company is required to pay to the Department of Interior Bureau of Land
Management (“BLM”) on or before September 1st of each
year, a fee in the amount of $140 per mineral claim held by the
Company.  The total amount paid on August 31, 2010, was $159,740 for
1,141 claims held by the Company at that date.





Under
legislation enacted in Nevada in March 2010, claims owners are required to pay
the State of Nevada an annual fee based upon a tiered system that requires fees
ranging from $70 to $189 per claim, depending upon the total number of claims in
Nevada that an owner holds.  The Company estimates, based upon the
1,141 claims held in Nevada as of September 1, 2010, that its annual fee will be
$85 per claim, for a total of $96,985, with the first such annual fee payable no
later than June 1, 2011.





The
Company is also required to pay annual fees to counties in which the claims are
held.  At August 31, 2009, the Company paid $12,356 to nine counties
in Nevada and Idaho.





The
Company also holds 9 patented claims and 2 leased 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.




F-26




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





8.           Commitments
and Contingencies – Cont’d





The
Company holds 18 mineral exploration permits covering 18 sections or portions of
sections in the State of Arizona.  Mineral exploration permits have a
duration of one year from the date of issuance.  The permits can be
renewed for up to four additional one-year terms for a total of five years and
provide the holder of the permit with an exclusive right to explore for minerals
within the state land covered by the permit and to apply for mineral leases to
such land.  The holder of a permit may remove from the land only the
amount of material required for sampling and testing and is responsible for any
damage or destruction caused by the holder’s exploration
activities.  The holder of a permit is entitled to ingress and egress
to the covered site along routes approved by the Arizona State Land
Department.  IMC US has posted a bond required by the State of Arizona
to back any reclamation required as a result of work performed.  The
permit is renewable if the holder has expended not less than $10.00 per acre
during each of the first two year-long periods and $20.00 per acre during each
of the next three year-long periods.  The permit fee is $2.00 per acre
for the first two years and $1.00 per acre per year for the following three
years.  Upon termination of a mineral exploration permit, the State of
Arizona is entitled to information collected by the permit holder.  In
the event that a permit holder discovers a valuable mineral deposit, the permit
holder may apply to the Arizona State Land Department for a mineral lease having
a term of 20 years and renewable for an additional 20 years.  A permit
holder shall be the preferred recipient of the mineral lease, provided that all
applicable requirements are met.  A mineral lease entitles the lessee
to develop and establish a mine on the leased premises, provided that a mine
plan and all necessary approvals are obtained.





9.           Changes
in Officers and Directors





On
October 22, 2009, Randal Ludwar resigned from his position as Chief Financial
Officer of the Company. Mr. Ludwar remained a member of the Company’s Board of
Directors.  There were no disagreements between Mr. Ludwar and the
Company’s management as to operations, policies or financial
reporting.





On
October 22, 2009, Rakesh Malhotra was appointed Chief Financial Officer of the
Company.





On
January 15, 2010, Roger M. Hall resigned as the Company’s Chief Operating
Officer and as a member of the Company’s Board of Directors.  Mr. Hall
subsequently resigned as Vice President - Exploration of IMC
US.  There were no disagreements between Mr. Hall and the Company with
respect to the Company’s management, policies, procedures, internal controls or
public disclosure documents.





On April
27, 2010, the Company accepted the resignation of Joanne Hughes as Corporate
Secretary. There were no disagreements between the Company and Ms. Hughes with
respect to the management, policies, operations or financial reporting of the
Company.





On April
27, 2010, the Company appointed Anne Macko to the position of Corporate
Secretary.


F-27




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





10.           Income
Taxes





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





2010
                          
                          
                          2009(Restated)(See
      Note 16)Loss
      before income taxes
                          
                          $
                          (3,314,953
                          )
                          
                          $
                          (6,045,477
                          )Expected
      income tax recovery at the statutory rate of 29.5%
                          
                          $
                          (977,911
                          )
                          
                          $
                          (1,783,416
                          )Increase
      in income taxes resulting from:Permanent
      differences
                          
                          $
                          (6,459
                          )
                          
                          $
                          342,413Valuation
      allowance
                          
                          $
                          984,370
                          
                          
                          $
                          1,441,003Provision
      for income taxes
                          
                          $
                          -
                          
                          
                          $
                          -The
      Company has deferred income tax assets as follows:2010
                          
                          
                          2009Net
      operating loss carry forward
                          
                          $
                          13,764,588
                          
                          
                          $
                          10,474,300Deferred
      Income tax on loss carry forward
                          
                          $
                          4,060,553
                          
                          
                          $
                          3,089,919Temporary
      differences (due to timing difference betweentax
      value and book value)
                          
                          $
                          277,415
                          
                          
                          $
                          196,915Valuation
      allowance for deferred income tax assets
                          
                          $
                          (4,337,968
                          )
                          
                          $
                          (3,286,834
                          )Deferred
      income taxes
                          
                          $
                          -
                          
                          
                          $
                          -




As of
June 30, 2010, the Company has non-capital losses of approximately $13,789,530
available to offset future taxable incomes which expire as follows:





2026
                  
                  $
                  64,0242027
                  
                  $
                  2,324,1172028
                  
                  $
                  3,474,7132029
                  
                  $
                  4,589,8292030
                  
                  $
                  3,311,905$
                  13,764,588




F-28




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





11.           
Related Party Transactions





YearendedJune 30, 2010





The
Company entered into an agreement to acquire, as a wholly-owned subsidiary,
Canadian Infrastructure Corp., a Canadian corporation, pursuant to a Share
Exchange Agreement (the “CIC Agreement”) between the Company, CIC and Todd D.
Montgomery dated as of December 15, 2009. Mr. Montgomery was the sole
shareholder of CIC as well as the Company’s Chief Executive Officer and as a
member of its Board of Directors.  The CIC Agreement was approved by
the disinterested members of the Company’s Board of Directors on November 27,
2009, after obtaining an independent appraisal and market study for the quarry
leases owned by CIC.  Under the terms of the CIC Agreement, the
Company acquired all of the issued and outstanding stock of CIC in exchange for
1,021,777 Shares of the Company.  The CIC Agreement closed on February
9, 2010.  Also see Note 14, Mineral Property Interests.





On
January 15, 2010, Roger M. Hall resigned as the Company’s Chief Operating
Officer and as a member of the Company’s Board of Directors.  Mr. Hall
subsequently resigned as Vice President - Exploration of IMC US.  As
of January 12, 2010, the Company terminated its Independent Contractor Agreement
with Mr. Hall dated April 1, 2007. Both parties waived any applicable notice
periods and the termination was effective immediately.  The stock
options previously granted to Mr. Hall were set to expire as follows: 200,000
options to acquire Shares at $0.15 per Share expired on April 15, 2010; 200,000
options to acquire Shares at $0.15 per Share will expire on December 10, 2013
and 250,000 to acquire Shares at $0.30 per Share will expire on April 9, 2012.
There were no disagreements between Mr. Hall and the Company with respect to
with the Company’s management, policies, procedures, internal controls or public
disclosure documents.





Mr. Hall
also received $94,081 in connection with services he performed for the Company
as a senior geologist from the beginning of the fiscal year until his
resignation on January 15, 2010.





Joanne
Hughes served as the
Company’s Corporate Secretary and received $31,538 until her resignation on
April 27, 2010.  There were no disagreements between the Company and
Ms. Hughes with respect to the management, policies, operations or financial
reporting of the Company.





Anne
Macko was appointed Corporate Secretary on April 27, 2010, and received $10,667
from her appointment to June 30, 2010.





A
corporation owned and operated by the Company’s President who is also a member
of the Company’s Board of Directors, received $102,000 for the President’s
services.





A law
firm, a partner of which is also a member of the Company’s Board of Directors,
was paid $62,234 for legal services rendered and expenses incurred on behalf of
the Company.





The Chief
Financial Officer of the Company, received $13,617.




F-29




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





11.           
Related Party Transactions – Cont’d





YearendedJune 30, 2009





Roger
Hall, formerly the Company’s Chief Operating Officer anda
Director of the Company, received $156,370 in connection with services he
performed for the Company as a senior geologist.





Janet
Shuttleworth, Treasurer and Corporate Secretary, was paid $27,476. Ms.
Shuttleworth resigned on December 31, 2008. On April 22, 2008 Janet
Shuttleworth was granted 200,000 stock options in accordance with the Company’s
2006 Stock Option Plan.  Upon her resignation, 133,333 options had
vested.





Joanne
Hughes served as Corporate Secretary and received $4,110 from July 1, 2008 to
July 30, 2008, and from January 1, 2009, to June 30, 2009, she received
$24,725.





A
corporation owned and operated by the Company’s President who is also a member
of the Company’s Board of Directors, received $102,000 for the President’s
services.





On June
23, 2008 the Board granted options to the newly appointed President to purchase
250,000 common shares at an exercise price of $0.52 per share. These options
were cancelled on December 11. 2008.   The Company expensed stock
based compensation cost for $46,088 during the year ended June 30,
2009.





In
November of 2008, the Company purchased Infrastructure Materials Corp US (“IMC
US”), a Nevada corporation from Todd Montgomery, a director and CEO of the
Company, and the sole shareholder of IMC US.  The transaction was
approved by the disinterred members of the Board of Directors.  Under
the terms of the Share Exchange Agreement pursuant to which the transaction was
effected, Mr. Montgomery received 397,024 common shares of the Company at an
agreed value of $0.50 per share in exchange for all of the outstanding shares of
IMC US.  The transaction was measured at fair value, being the market
value of the equity instruments delivered on the transaction date. The fair
value of the 397,024 shares issued was measured at $31,762.





On
December 11, 2008, the Board granted options to three directors to purchase
400,000 common shares each and to three other directors to purchase 50,000
common shares for a total of 1,350,000 options to purchase common shares in the
Company at an exercise price of $0.15 per share. These options were granted in
accordance with the terms of the Company’s 2006 Stock Option Plan and vest at
the rate of 1/12 each month commencing December 19, 2008 until fully vested. The
options granted were for a term of five years. The Company expensed stock based
compensation cost of $98,309 during the year ended June 30, 2009.





On
December 19, 2008, the Company approved the reduction of the exercise price of
1,500,000 outstanding options issued on April 10, 2007 to six directors from
$0.50 to the new option price of $0.30 per share, with all other terms of the
original grant remaining the same. The Company expensed stock based compensation
cost for $394,348 during the year ended June 30, 2009.




F-30




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





12.  Accrued
Liabilities





Accrued
liabilities are comprised of the following:





2010
                  
                  
                  2009$
                  
                  
                  $Year-end
      reporting and audit
                  
                  
                  32,000
                  
                  
                  
                  22,000Reclamation
      Bonding
                  
                  
                  67,652
                  
                  
                  
                  61,901Other
                  
                  
                  17,500
                  
                  
                  
                  -Total
                  
                  
                  117,152
                  
                  
                  
                  83,901





13.
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 $101,512 and Mineral
Property Interests of $514,525, which are located in Canada.





14.
Mineral Property Interests





The
Company entered into an agreement to acquire, as a wholly-owned subsidiary,
Canadian Infrastructure Corp., a Canadian corporation, pursuant to a Share
Exchange Agreement (the “CIC Agreement”) dated as of December 15, 2009, between
the Company, CIC and Todd D. Montgomery.  Also see Note 11, Related
Party Transactions.  Under the terms of the CIC Agreement, the Company
acquired all of the issued and outstanding stock of CIC in exchange for
1,021,777 Shares of the Company.  The CIC Agreement closed on February
9, 2010.  The Company is accounting for the acquisition of CIC as a
business combination that is accounted for under the acquisition method as
discussed in FASB ASC Topic 805.





ASC 805
requires acquisition-date fair value measurement of identifiable assets,
liabilities assumed and non-controlling interests in the
acquiree.  There were no liabilities recorded in the financial records
of CIC as of February 9, 2010, the date of acquisition.  Further, the
Company acquired all the issued and outstanding shares of CIC, resulting in the
absence of non-controlling interests in the acquiree.  Costs incurred
in connection with the acquisition were expensed.





Amounts
recognized as assets as of the acquisition date:





Mineral
      Property Interests, being quarry leases in the province of Manitoba,
      Canada at fair value (CAD $ 550,000)
                  
                  $
                  514,525Total
      consideration transferred included the following:Fair
      value as of the acquisition date of 1,021,777 common shares of the Company
      issued in exchange for all issued and outstanding shares of
      CIC
                  
                  $
                  275,880Gain
      on bargain purchase, being the excess of the fair value of net assets
      acquired over the purchase price, and recognized in the statement of
      operations
                  
                  $
                  238,645




F-31




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





15.
Fair Value of Financial Instruments





The fair
values of financial assets and financial liabilities measured in the balance
sheet as of June 30, 2010 are as follows:





Quoted
      pricesin
      active
                
                
                Significantmarkets
      for
                
                
                observable
                
                
                UnobservableCarrying
                
                
                identical
      assets
                
                
                Inputs
                
                
                inputsBalance
      sheet
                
                Amount
                
                
                (Level
      1)
                
                
                (Level
      2)
                
                
                (Level
      3)classification
      and nature
                
                
                $
                
                
                
                $
                
                
                
                $
                
                
                
                $AssetsCash
      and cash equivalents
                
                
                1,598,248
                
                
                
                1,598,248
                
                
                
                -
                
                
                
                -Short
      Term Investments
                
                
                586,745
                
                
                
                586,745
                
                
                
                -
                
                
                
                -Prepaid
      expenses andother
      receivables
                
                
                122,343
                
                
                
                -
                
                
                
                -
                
                
                
                122,343LiabilitiesAccounts
      Payable
                
                
                93,410
                
                
                
                -
                
                
                
                -
                
                
                
                93,410Accrued
      Liabilities
                
                
                117,152
                
                
                
                -
                
                
                
                -
                
                
                
                117,152





The fair
values of financial assets and financial liabilities measured in the balance
sheet as of June 30, 2009 are as follows:





Quoted
      pricesin
      active
                
                
                Significantmarkets
      for
                
                
                observable
                
                
                UnobservableCarrying
                
                
                identical
      assets
                
                
                Inputs
                
                
                inputsBalance
      sheet
                
                Amount
                
                
                (Level
      1)
                
                
                (Level
      2)
                
                
                (Level
      3)classification
      and nature
                
                
                $
                
                
                
                $
                
                
                
                $
                
                
                
                $AssetsCash
      and cash equivalents
                
                
                420,266
                
                
                
                420,266
                
                
                
                -
                
                
                
                -Short
      Term Investments
                
                
                3,116,803
                
                
                
                3,116,803
                
                
                
                -
                
                
                
                -Prepaid
      expenses andother
      receivables
                
                
                205,482
                
                
                
                -
                
                
                
                -
                
                
                
                205,482LiabilitiesAccounts
      Payable
                
                
                187,000
                
                
                
                -
                
                
                
                -
                
                
                
                187,000Accrued
      Liabilities
                
                
                83,901
                
                
                
                -
                
                
                
                -
                
                
                
                83,901





16.
Revisions to Financial Statements





The
financial statements as of June 30, 2009 and for the year then ended are revised
to incorporate additional general and administrative expenses relating to
warrant modification expenses of $844,423 and $346,673 in fiscal years 2008 and
2009, respectively, following further analyses of modifications to the
Company’s then outstanding warrants. These analyses were conducted in
2010.




F-32




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





16.
Revisions to Financial Statements – Cont’d





An
analysis of the modification of warrants in fiscal year 2008 determined that the
extension of the expiry of the warrants increased the value of the warrants by
$844,423. This increase was calculated using the Black Scholes method of
valuation (refer to Note 5) and included as an expense in general and
administrative expenses.





An
analysis of the modification of warrants in fiscal year 2009 determined
that the reduction in the exercise price of the warrants increased the value of
the warrants by $346,673. This increase was calculated using the Black Scholes
method of valuation (refer to Note 5) and included as an expense in general and
administrative expenses.





The
effect of the changes in the financial statements is summarized as
follows:





Year
      ended
                                
                                
                                Quarter
      ended
                                
                                
                                Quarter
      ended
                                
                                
                                Quarter
      ended
                                
                                
                                Year
      endedJune
      30, 2008
                                
                                
                                September
      30, 2008
                                
                                
                                December
      31, 2008
                                
                                
                                March
      31, 2009
                                
                                
                                June
      30, 2009Prior
      to
                                
                                
                                
                                
                                
                                Prior
      to
                                
                                
                                
                                
                                
                                Prior
      to
                                
                                
                                
                                
                                
                                Prior
      to
                                
                                
                                
                                
                                
                                Prior
      toRestatement
                                
                                
                                Restated
                                
                                
                                Restatement
                                
                                
                                Restated
                                
                                
                                Restatement
                                
                                
                                Restated
                                
                                
                                Restatement
                                
                                
                                Restated
                                
                                
                                Restatement
                                
                                
                                Restated$
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $Balance
      Sheet:Additional
      Paid-in Capital
                                
                                
                                10,738,801
                                
                                
                                
                                11,583,224
                                
                                
                                
                                14,202,714
                                
                                
                                
                                15,047,137
                                
                                
                                
                                14,780,924
                                
                                
                                
                                15,972,020
                                
                                
                                
                                17,112,124
                                
                                
                                
                                18,303,220
                                
                                
                                
                                17,224,699
                                
                                
                                
                                18,415,795Deficit
      Accumulated During the Exploration Stage
                                
                                
                                (6,730,845
                                )
                                
                                
                                (7,575,268
                                )
                                
                                
                                (8,138,083
                                )
                                
                                
                                (8,982,506
                                )
                                
                                
                                (9,859,188
                                )
                                
                                
                                (11,050,284
                                )
                                
                                
                                (10,914,421
                                )
                                
                                
                                (12,105,517
                                )
                                
                                
                                (12,429,649
                                )
                                
                                
                                (13,620,745
                                )Consolidated
      Statement of Operations and Comprehensive
      LossGeneral
      and administrative
                                
                                
                                1,782,706
                                
                                
                                
                                2,627,129
                                
                                
                                
                                734,360
                                
                                
                                
                                734,360
                                
                                
                                
                                1,116,784
                                
                                
                                
                                1,463,457
                                
                                
                                
                                695,496
                                
                                
                                
                                695,496
                                
                                
                                
                                3,125,351
                                
                                
                                
                                3,472,024Total
      Operating Expenses
                                
                                
                                3,868,625
                                
                                
                                
                                4,713,048
                                
                                
                                
                                1,419,037
                                
                                
                                
                                1,419,037
                                
                                
                                
                                1,735,618
                                
                                
                                
                                2,082,291
                                
                                
                                
                                1,066,057
                                
                                
                                
                                1,066,057
                                
                                
                                
                                5,749,023
                                
                                
                                
                                6,095,696Loss
      from Operations
                                
                                
                                (3,868,625
                                )
                                
                                
                                (4,713,048
                                )
                                
                                
                                (1,419,037
                                )
                                
                                
                                (1,419,037
                                )
                                
                                
                                (1,735,618
                                )
                                
                                
                                (2,082,291
                                )
                                
                                
                                (1,066,057
                                )
                                
                                
                                (1,066,057
                                )
                                
                                
                                (5,749,023
                                )
                                
                                
                                (6,095,696
                                )Loss
      before Income Taxes
                                
                                
                                (3,791,042
                                )
                                
                                
                                (4,635,465
                                )
                                
                                
                                (1,407,238
                                )
                                
                                
                                (1,407,238
                                )
                                
                                
                                (1,721,105
                                )
                                
                                
                                (2,067,778
                                )
                                
                                
                                (1,055,233
                                )
                                
                                
                                (1,055,233
                                )
                                
                                
                                (5,698,804
                                )
                                
                                
                                (6,045,477
                                )Net
      Loss and Comprehensive Loss
                                
                                
                                (3,791,042
                                )
                                
                                
                                (4,635,465
                                )
                                
                                
                                (1,407,238
                                )
                                
                                
                                (1,407,238
                                )
                                
                                
                                (1,721,105
                                )
                                
                                
                                (2,067,778
                                )
                                
                                
                                (1,055,233
                                )
                                
                                
                                (1,055,233
                                )
                                
                                
                                (5,698,804
                                )
                                
                                
                                (6,045,477
                                )Loss
      per Weighted Average Number of Shares Outstanding-Basic and Fully
      Diluted
                                
                                
                                (0.09
                                )
                                
                                
                                (0.11
                                )
                                
                                
                                (0.03
                                )
                                
                                
                                (0.03
                                )
                                
                                
                                (0.03
                                )
                                
                                
                                (0.04
                                )
                                
                                
                                (0.02
                                )
                                
                                
                                (0.02
                                )
                                
                                
                                (0.11
                                )
                                
                                
                                (0.11
                                )Consolidated
      Statement of Cash FlowsNet
      Loss
                                
                                
                                (3,791,042
                                )
                                
                                
                                (4,635,465
                                )
                                
                                
                                (1,407,238
                                )
                                
                                
                                (1,407,238
                                )
                                
                                
                                (3,128,343
                                )
                                
                                
                                (3,475,016
                                )
                                
                                
                                (4,183,576
                                )
                                
                                
                                (4,530,249
                                )
                                
                                
                                (5,698,804
                                )
                                
                                
                                (6,045,477
                                )Adjustment
      for: Warrant modification expense
                                
                                
                                -
                                
                                
                                
                                844,423
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                346,673
                                
                                
                                
                                -
                                
                                
                                
                                346,673
                                
                                
                                
                                -
                                
                                
                                
                                346,673Net
      cash used in operating activities
                                
                                
                                (2,173,006
                                )
                                
                                
                                (2,173,006
                                )
                                
                                
                                (1,031,453
                                )
                                
                                
                                (1,031,453
                                )
                                
                                
                                (1,914,034
                                )
                                
                                
                                (1,914,034
                                )
                                
                                
                                (2,558,718
                                )
                                
                                
                                (2,558,718
                                )
                                
                                
                                (3,599,725
                                )
                                
                                
                                (3,599,725
                                )





17.  Subsequent
Events





Based on
a review of all of the Company’s mineral claims, the Company has abandoned
certain claims that it has determined are not in the Company’s best interests to
retain.




F-33




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2010 and 2009


(Amounts
expressed in US Dollars)





17.  Subsequent
Events – Cont’d





IMC US
Limestone Mineral Claims





·
            The
      Aspen mineral claim group was
abandoned.


·
            255
      of the 301 Blue Nosemineral claims
      were retained and 46 mineral claims were
  abandoned.


·
            25
      of the 50Burnt Springs
      mineral claims were retained and 25 mineral claims were
      abandoned.


·
            87
      of the 242 Jumbled Mountainmineral claims
      were retained and 155 mineral claims were
  abandoned.


·
            69
      of the 139 Lime Mountainmineral claims
      were retained and 70 mineral claims were
  abandoned.


·
            53
      of the 68 MMmineral claims
      were retained and 15 mineral claims were
  abandoned.


·
            130
      of the 208 Morgan Hillmineral claims
      were retained and 78 mineral claims were
  abandoned.


·
            35
      of the 71 Pequop mineral claims were retained and 36 mineral claims were
      abandoned.


·
            45
      of the 76 Ragged Top mineral claims were retained and 31 mineral claims
      were abandoned.


·
            4
      of the 21Royale mineral
      claims were retained and 17 mineral claims were
  abandoned.


·
            76
      of the 129 Wood Hillsmineral claims
      were retained and 53 mineral claims were
  abandoned.





Silver
Reserve Corp. Mineral Claims





·
            48
      of the 104 Klondyke mineral claims were retained and 56 were
      abandoned.


·
            5
      of the 10 Montezumamineral claims
      were retained and 5 mineral claims were
  abandoned.





On July
12, 2010, the United States Bureau of Land Management (the “BLM”) approved the
Company’s Plan of Operations for 24 of 301 limestone mineral claims located in
Lincoln County, Nevada (commonly referred to by the Company as the “Blue Nose
Project”).  Under the Plan of Operations, the Company conducted
approximately 35 days of grid drilling to depths ranging between 150 and 900
feet beginning in early August.  The Plan of Operations also includes
road building and blasting.





On July
14, 2010, the Company posted a reclamation bond in the amount of $240,805 with
the BLM in connection with the Blue Nose Project. The Bond backs the Company’s
obligations under the Plan of Operations to restore the site and correct
environmental damage (if any) caused by the Company’s activities on the Blue
Nose Project.





On August
24, 2010, the Company received approval from the State of Arizona of mineral
exploration permits for two additional sections covering 1,280
acres.





On
September 1, 2010, 700,000 warrants and 294,000 broker warrants
expired.





On
September 28, 2010, the IMC US engaged Tetra Tech, Inc. to complete the
exploration permitting and approval process for its Blye Canyon project near
Seligman, Arizona.  The total consideration to be paid under the
contract is approximately $19,000.





On
September 30, 2010, 50,000 options issued in accordance with the Company’s 2006
Stock Option Plan were exercised and 200,000 options expired.


F-34