UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A


Amendment
No. 1




(Mark
one)




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




For the
Fiscal Year ended  June 30, 2009, 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)




866-448-1073


(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  ̈ 
  No x




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 x




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).   ̈
Yesx
No




The
issuer had no revenue during the year ended June 30, 2009.




The
aggregate market value of the Common Stock held by non-affiliates of the issuer,
as of June 30, 2009 was approximately $16,775,679 based upon a share valuation
of $0.44 per share.  This share valuation is based upon the closing price
of the Company’s shares as of June 30, 2009.  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, 2009, 60,198,500 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  ̈ 
No x









EXPLANATORY
NOTE





This
Report on Form 10-K/A of Infrastructure Materials Corp. (the “Company”) amends
and restates the report on Form 10-K filed by the Company on September 28, 2009
for the fiscal year ended June 30, 2009, (the “Original Report”) in the
following respects.





The
Company’s financial statements for the fiscal years ended June 30, 2008 and June
30, 2009 are revised to incorporate additional general and administrative
expenses relating to warrant modification expense of $844,423 and $346,673,
respectively.





An
analysis of the modification of warrants in fiscal year 2008 determined that the
modification increased the value of the warrants by $844,423. This amount,
attributable to the extension of the expiry of the warrants, is included as an
expense in general and administrative expenses in the Company’s restated
financial statements for the year ended June 30, 2008.  Please refer to
Note 15 to the Company’s financial statements filed with this report for more
detailed information.





An
analysis of the modification of warrants in fiscal year 2009 determined that the
modification increased the value of the warrants by $346,673. This amount,
attributable to the reduction in the exercise price of the warrants, is included
as an expense in the general and administrative expenses in the restated
financial statements for the year ended June 30, 2009.  Please refer to
Note 15 to the Company’s financial statements filed with this report for more
detailed information.





Other
than the revisions described above, we have not included in this Amendment No 1.
any events that occurred or information that became available subsequent to the
date of filing of the Original Report.




2




TABLE
OF CONTENTS




PagePart
      IItem
      1.
                  Description
      of Business and Risk Factors
                  4Item
      1A.
                  Risk
      Factors
                  5Item
      2.
                  Properties
                  8Item
      3.
                  Legal
      Proceedings
                  19Item
      4.
                  Submission
      of Matters to a Vote of Securities Holders
                  19Part
      IIItem
      5.
                  Market
      For Common Equity, Related Stockholder Matters and Small Business Issuer
      Purchase of Equity Securities
                  20Item
      6.
                  Selected
      Financial Data
                  26Item
      7.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  26Item
      7A.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  35Item
      8.
                  Financial
      Statements and Supplementary Data
                  36Item
      9.
                  Change
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                  36Item
      9A.
                  Controls
      and Procedures
                  36Item
      9A(T)
                  Controls
      and Procedures
                  36Item
      9B.
                  Other
      Information
                  37Part
      IIIItem
      10.
                  Directors,
      Executive Officers and Corporate Governance
                  38Item
      11.
                  Executive
      Compensation
                  40Item
      12.
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  44Item
      13.
                  Certain
      Relationships and Related Transactions
                  46Item
      14.
                  Principal
      Accountant Fees and Services
                  46PART
      IVItem
      15.
                  Exhibits,
      Financial Statement Schedules
                  46




3


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 annual report as
“Infrastructure Materials”, the “Company”, or as “we,” “our,” or “us.”  We
are an exploration stage mining company.  Our objective is to explore and,
if warranted, develop our limestone, precious and base metal mineral claims
located in Clark County, Elko County, Esmeralda County, Humboldt County, Lincoln
County, Mineral County, Nye County and Pershing County, in the State of Nevada,
and Caribou County in the State of Idaho, as more fully described herein. 
In addition to our mineral claims, we own a milling facility, buildings and
relating milling equipment located in Mina, Nevada.  The Company continues
to look for opportunities to locate and develop other mineral deposits of
materials in high demand or anticipated high demand.  We believe that the
federal government of the United States will embark on major infrastructure
expenditures over the next ten years, creating a demand for cement that exceeds
the current sources of supply in certain areas of the United States. 
Cement is made from limestone and we believe acquisitions and development of
exploration stage limestone claims and concessions have significant
potential.





In
November of 2008, the Company substantially changed its business focus to the
exploration and, if warranted development of cement grade limestone properties,
located in the States of Nevada and Idaho.  The Company acquired
Infrastructure Materials Corp US (“IMC US”), a Nevada Corporation, pursuant to a
Share Exchange Agreement (the “Agreement”) between the Company, IMC US and Todd
D. Montgomery dated as of November 7, 2008. Mr. Montgomery was the sole
shareholder of IMC US in addition to serving as the Company’s Chief Executive
Officer and as a member of its Board of Directors.  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, Blue Mountain Group and the Aspen Group.  Subsequent to the
date of this report, the Company abandoned the LM Group.  The Agreement was
approved by the disinterested members of the Company’s Board of Directors on
November 6, 2008.  Under the terms of the Agreement, 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 at the agreed price of $0.50 per share or
$198,512.  That amount represents Mr. Montgomery’s out-of-pocket
expenditures for the incorporation of IMC US and the cost of assembling the five
limestone properties owned by IMC US.  For accounting purposes the
transaction is measured at the fair value, being the market value of the equity
instruments delivered on the transaction date. The fair value of the 397,024
shares of the Company’s stock issued was valued at $31,762.  As of the date
of this report, the Company does not consider the mineral claims acquired
pursuant to the Agreement to be material.  Our assessment may change after
exploration of the claims.





4


On
December 1, 2008, Infrastructure Materials Corp. (the “Company”) amended its
Certificate of Incorporation to change its name to from “Silver Reserve Corp.”
to “Infrastructure Materials Corp.” The name change was effected pursuant to
Section 253 of the Delaware General Corporation Law by merging a
wholly-owned subsidiary (formed for the purpose of implementing the name change)
into the Company.  The Company was the surviving corporation and, in
connection with the merger, it has amended its Certificate of Incorporation to
change its name to “Infrastructure Materials Corp.” pursuant to the Certificate
of Ownership and Merger filed with the Secretary of State of the State of
Delaware on December 1, 2008.





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 “Silver Reserve” or “SRC”. The Company assigned all of its
silver/base metal projects to this subsidiary.





On March
27, 2009, the Company assigned the milling facility at Mina Nevada to Silver
Reserve Corp.  The following chart illustrates the corporate structure of
the Company.











Our head
office is at 1135 Terminal Way, Suite 207B, Reno, Nevada 89502 and our
administration office is also at this address. We have a branch office at 1226
White Oaks Blvd. Suite 10A, Oakville, Ontario, Canada L6H 2B9.  Our toll
free telephone number is 866-448-1073 and our toll free fax number is
866-786-6415.




Item
1A. Risk Factors




RISK
FACTORS





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:




5




-
            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.
            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.





3.
            OUR
      BUSINESS IS AFFECTED BY CHANGES IN COMMODITY
  PRICES.




Our
ability to develop our properties and the future profitability of those
operations is directly related to the market price of certain minerals. The
Company is negatively affected by the current decline in commodity
prices





4.
            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.





5.
            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.





6.
            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.




6




7.
            MINING
      OPERATIONS IN GENERAL INVOLVE A HIGH DEGREE OF RISK, WHICH WE MAY BE
      UNABLE, OR MAY NOT CHOOSE TO INSURE AGAINST, MAKING EXPLORATION AND/OR
      DEVELOPMENT ACTIVITIES WE MAY PURSUE SUBJECT TO POTENTIAL LEGAL LIABILITY
      FOR CERTAIN CLAIMS.





Our
operations are subject to all of the hazards and risks normally encountered in
the exploration, development and production of minerals. These include unusual
and unexpected geological formations, rock falls, flooding and other conditions
involved in the drilling and removal of material, any of which could
result  in damage  to, or destruction of, mines and other producing
facilities, damage to life or property, environmental damage and possible legal
liability.  Although we plan to take adequate precautions to minimize these
risks, and risks associated with equipment failure or failure of retaining dams
which may result in environmental pollution, there can be no assurance 
that even with our precautions,  damage or loss will not occur and that we
will not be subject to liability  which will have a material adverse effect
on our business, results of operation and financial condition.





8.
            BECAUSE
      OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL
      EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS
    FAILURE.





Stockholders
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. 
The 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.  These
potential problems include, but are not limited to, unanticipated problems
relating to exploration, and additional costs and expenses that may exceed
current estimates.  Most exploration projects do not result in the
discovery of commercially mineable deposits.  Problems such as unusual or
unexpected formations and other conditions are involved in mineral exploration
and often result in unsuccessful exploration efforts.





9
            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.





7


Item
2(a).  Description of Limestone Properties held by Infrastructure Materials
Corp. US., a wholly owned subsidiary of Infrastructure Materials
Corp.





Property
Location and Description





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







8





The claim
groups described below are owned by the Company’s two wholly-owned subsidiaries,
Silver Reserve and IMC US.  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 Group, Kope Sheelite
Group, Quailey Patented Claims and Quailey Unpatented Claims (collectively the
“Mojave Claims”). were originally acquired by the Company and assigned to Silver
Reserve.  The Morgan Hill Claim Group, the Rock Hill Claim Group, the
Buffalo Mountain Claim Group, the MM Claim Group, the Royale Claim Group and the
Aspen Claim Group are owned by the Company’s wholly owned subsidiary IMC
US.





Morgan
Hill Claim Group





The
Morgan Hill Claim Group consists of 212 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 BLM lands within the private land “checkerboard”
found within a 20 mile radius on each side of the transcontinental railroad. The
Morgan Hill claims cover a NE trending package of Paleozoic 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 micritic limestone within the Devonian
Devil’s Gate and Nevada Formations.  The unit thickness appears to range up
to 500 feet and range varying amounts of interbedded MgO.  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, Reno, South Idaho and Northern
California. Subsequent to the date of this report a 24 hole drill program has
been completed on the project identifying three separate cement grade limestone
zones of indeterminate thickness. Angle drilling will be required to verify the
thickness and continuity of the cement and high grade zones.





Rock
Hill Claim Group





The Rock
Hill Claim Group consists of 63 mineral claims located in Pershing County,
Nevada, approximately 12 miles southeast of Mill City, , Nevada. The Rock Hill
claims are accessible from the town of Lovelock, Nevada.  The property
geology indicates two basic units most likely in the Natchez Pass
Formation.  Each limestone unit is up to 300-400 feet thick with
Siltstone/Sandstone interbeds of variable thickness, noted during the mapping.
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.  Subsequent to the period covered by this report, the Company
elected to abandon 51 of the 63 claims.





Buffalo
Mountain Claim Group





The
Buffalo Mountain Claim Group consists of 36 mineral claims located in Pershing
County, Nevada, approximately 20 miles northeast of the town of Lovelock,
Nevada.  The geology indicates limestone within the Triassic Natchez Pass
Formation. (Based on mapped geology and geochemistry, the outcrops have probable
dolomite interbeds) Due to the topography, access to this area would be
difficult.  Subsequent to the period covered by this report, the Company
elected to abandon 27 of the 36 claims.





MM
Claim Group




The MM
Claim Group consists of 94 mineral claims located in Clark County, Nevada,
approximately 15 miles south of Las Vegas, Nevada.  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 stratigraphic
unit.  Surface mapping is completed and on file.  Subsequent to the
period covered by this report, the Company elected to abandon 26 of the 94
claims.





9


Royale
Claim Group




The
Royale Claim Group consists of 281 mineral claims located in Clark County,
Nevada, approximately 10 miles south of Las Vegas, Nevada.  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.  Subsequent to the period covered by this report,
the Company elected to abandon 253 of the 281 claims.




Blue
Nose Claim Group




The Blue
Nose Claim Group consists of 297 mineral claims located in Lincoln County,
Nevada, west of Tule Desert, along the south edge of the Clover Mountains.  The
property was surface mapped in November of 2008 to define favorable
stratigraphic horizons. Results from this sampling indicate 60% of samples are
of cement grade material which is clustered to the northwest portion of the
Group. 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.  Phase 1 drilling consisted of 10 holes.Eight of the 10 holes drilled in the
first phase of drilling encountered cement grade limestone assaybetween
88% and 100% calcium carbonate (CaCO3) 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 stratigraphic 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. Further drilling will be required to define the full
mineralized zone.




Aspen
Claim Group




The Aspen
Claim Group consists of 138 mineral claims located in Caribou and Bear Lake
Counties in Aspen, Idaho, north of Montplier and east of Soda Springs.  The
Aspen claims are accessible from the southeast corner of Idaho north of
Montplier and east of Soda Springs in the Caribou and Bear Lake Counties in
Idaho.  These lands are managed by the U.S. Forest Service.  The
dominant lithology 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 carbonateCaCo3 with minimal
Magnesium.  Preliminary tonnage estimates are positive with no strip
ratio.  Subsequent to the period covered by this report, the Company
elected to abandon 75 of the 138 claims.





LM
Claim Group and Bird Springs Claim Group





After a
field visit to the site of each of these claim groups, the Company decided to
abandon both groups in their entirety. The abandonment of the LM Claim Group,
one of the claim groups acquired in the purchase of IMC US, and the Bird Springs
Claim group were each effectuated following the period covered by this
report.





10


Item
2(b).  Description of Property held by Silver Reserve Corp., 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 are located.











Medicine Claim Group





On May
20, 2008, the Company entered into an option agreement (the “Option Agreement”)
with Nevada Eagle Resources, LLC and Steve Sutherland (together, the
“Optionees”) effective as of May 1, 2008 (the “Date of Closing”), to acquire 25
mineral claims located in Elko County, Nevada and known as the “Medicine
Claims.”  During the term of the Option Agreement, the Company has the
exclusive right to explore and develop, if warranted, the Medicine
Claims. The Company paid $10,000 to the Optionees upon execution of the
Option Agreement. The Option Agreement requires the Company to make additional
payments as follows: $15,000 on the first anniversary of the Date of Closing,
$30,000 on the second anniversary of the Date of Closing, $60,000 on the third
anniversary of the Date of Closing and $80,000 on each anniversary of the Date
of Closing thereafter until the tenth anniversary of the Date of Closing. The
Optionees may elect to receive payment in cash or in shares of the Company’s
common stock. Upon making the final payment on the tenth anniversary of the Date
of Closing, the Company will have earned a 100% undivided interest in the
Medicine Claims.  Pursuant to the Option Agreement, the Medicine Claims are
subject to a 3% net smelter return (“NSR”) royalty payable to the Optionees. The
payments made during the term of the Option Agreement are to be applied as
advance NSR royalty payments. Beginning on the eleventh anniversary of the Date
of Closing, the Company is required to make annual advance royalty payments of
$80,000. At such time as the Medicine Claims are in production, if ever, the
Company shall make annual royalty payments equal to the greater of the actual 3%
NSR or $80,000.  The Company may terminate the Option Agreement at any time
before the option is fully exercised upon 60 days notice to the
Optionees. The Company does not consider the Medicine Claims to be material
assets at this time; however this assessment may change upon further
exploration.





11


On April
7, 2009, the Company amended the Option Agreement. This amendment reduced the
option payment due on May 1, 2009 from $15,000 to $10,000 and increased the
payment due May 1, 2010 from $30,000 to $35,000.





The
Medicine Claim Group consists of 25 unpatented claims and the company has staked
an additional 124 contiguous claims located in Elko County, Nevada, covering the
extension of the mineralized zone not covered by previous
operation.





The
mineralized zone appears to continue to the north and south as well as to depth
offering potential for substantial expansion of the drill indicated
mineralization.  As mineralization comes to the surface, there is potential
for open pit mining.




Silver
Queen Claim Group




The
Silver Queen Claim Group consists of 147 mineral claims located in Esmeralda
County, Nevada, approximately nine miles west of Silver Peak, Nevada on Highway
47.




The
claims lie at elevations ranging from 7,800 feet to 9,012 feet and are located
in the Red Mountain District. The Silver Queen Claim Group covers a north west
trending group of silver deposits that include the Silver Queen and Mohawk
mines. The deposits located in the Red Mountain district were first discovered
in 1907. In 1920 a producing mine was constructed and production continued
through the late 1950's. Based upon publicly available records, the ore produced
from this mine averaged 20-25 ounces of silver per ton.




Based
upon public records, there may be as much as 52,167 tons of probably and
possible mineralized material grading an average of 13.4 ounces per ton of
silver (699,000 ounces silver) remains unmined in the mine workings. The report
estimates extraction, after mining losses, there may be as much as 40,071 tons
of probably and possible mineralized material grading 13.3 ounces per ton silver
(532,900 ounces silver). The Company believes there is good potential for
finding additional tons of mineralized material. Four major exploration targets
with good potential within the claim group and separate from the Mohawk vein
occurrence are documented in the public records. Recent work by the Company has
traced the vein structures in the Mohawk Mine to the Silver Queen mine, for a
total of 1.8 miles offering large exploration potential for this project. 
Surface exploration has also identified a large silver/lead/zinc anomaly 1000
feet long and 600 feet wide away from the vein structures encompassing the known
mines on the property that appears to have had very little previous
exploration.




A limited
drill program was completed on this new surface anomalies discovered during grid
sampling. Four reverse circulation holes were drilled to depth of 400 to 500
feet vertically. Further surface sampling indicates that the anomaly is much
larger than initially indicated and further drilling to the west is warranted
on what appears to be a new and
separate vein structure.




12




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. In December
2008, the certificates representing these shares were re-issued to reflect the
change of the Company’s name from “Silver Reserve Corp.” to “Infrastructure
Materials Corp.”  Our interest was acquired 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. On August 15, 2006, Anglo Gold
Mining Inc. assigned the Pansy Lee Purchase Agreement to the shareholders of
Anglo Gold Mining, Inc. with the consent of the Company.





The Pansy
Lee Claim Group consists of 30 mineral claims located in Humboldt County,
Nevada, approximately eight miles north west of Winnemucca, Nevada.




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. Much of our information about the Pansy Lee Claim Group was
obtained from publicly available reports and articles concerning prior
exploration of the site by other parties. A public report prepared in 1986,
estimated that approximately 73,800 tons of  average grades of 0.218 ounces
gold per ton and 17.48 ounces silver per ton for recoverable ounces of 14,480
gold and 1,159,700 silver remained in the mine.





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




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




Three
core holes were drilled 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. Further drilling of these
extensions is warranted.




13


NL Extension Projects Claim Group




The NL
Extension Projects Claim Group consists of 18 mineral claims located in
Esmeralda County, Nevada, approximately 6 miles southwest of Silver Peak, Nevada
on Highway 47.





The NL
Extension Projects Claims are accessible from the town of Silver Peak,
Nevada.  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 with ore grading 0.05
ounces of gold and 11.0 ounces of silver per ton, according to public records.
The Nivloc Mine is adjacent but not within the claim group held by the
Company.  The Nivloc mine encountered non-mineralized Paleozoic carbonates
at around 900 feet and we assume that the reserves here are
exhausted.





The Red
Mountain District also hosts the Mohawk and Silver Queen mines controlled by the
Company.  A 5-hole exploratory reverse circulation drill program has been
completed. 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 hit 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.





Klondyke
Claim Group





The
Klondyke Claim Group consists of 63 mineral claims located in Esmeralda County,
Nevada.  We staked an additional 103 claims contiguous to the purchased
group.  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
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.  Production up to 1960 was 2,758 tons, according to
public records.  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.  A limited drill
program has been proposed but not submitted to the BLM to follow up surface and
geologic anomalies.




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.





Subsequent
to the period covered by this report, the Company elected to retain only 104 of
the 166 mineral claims and 62 mineral claims were abandoned.





Dyer Claim Group





The Dyer
Claim Group consists of 19 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 are accessible from the town of Dyer, Esmeralda County. The
property lies at elevations ranging from 4,800 feet to 5,600 feet. The Dyer
district consists of several prospects and a few small mines. The deposits
consist of black copper-silver sulfide in quartz veins in crushed and decomposed
limestone. Surface oxidation has led to the formation of copper carbonate, iron
oxide and silver chloride. Mineralization consists of copper-gold sulfides in
quartz veins within limestone country rocks.




14


Subsequent
to the period covered by this report, the Company elected to retain only 8 of
the 19 mineral claims and 11 mineral claims were abandoned.





Sylvania
Claim Group




The
Sylvania Claim Group consists of 2 mineral claims located in Esmeralda County,
Nevada.  The Sylvania claims are accessible from the town of Lida,
Nevada.  The property lies at elevations ranging from 7,320 feet to 7,800
feet.




The
Sylvania District consists of a number of prospects, the Sylvania Mine and three
small open pit mines.  Production has occurred in the past and a steel head
frame in good condition remains on the property.  Based upon publicly
available records, 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.  The Company 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.





Montezuma
Claim Group




The
Montezuma Claim Group consists of 19 mineral claims located in Esmeralda County,
Nevada approximately 5.5 miles west of the town of Goldfield, Nevada on Highway
95.  The property lies at elevations ranging from 6400 feet to 6895 feet.
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 and also replacements in limestone. 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.
Some calderas are known to support rich mineralogy.




Subsequent
to year end only 10 of the 19 mineral claims were retained and 9 mineral claims
were abandoned.





Blue
Dick Claim Group





The Blue
Dick Claim Group consists of 32 mineral claims located in Esmeralda County,
Nevada, approximately 2.5 miles west of the town of Lida, Nevada on Highway
3.





The
claims lie at elevations ranging from 6920 feet 8440 feet. The Blue Dick claims
are located in the SE part of the Palmetto District. Production occurred prior
to 1960 and the deposits contained silver, gold and lead and occur in veins,
according to public records. Most of these veins trend west or northwest. The
claim area contains numerous prospects, adits, shafts and two small open pit
mines. The Blue Dick mine, has two shafts and two adits but no data is
available.





Geologic
mapping and sampling indicates complex thrust 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.





15


Geochemical
anomalies have also been located south of the mine workings and grid samples
have provided an additional target area. Surface rock chip sampling yielded
values up to 25% copper, 1.30 opt gold, 68 opt silver and 7 % lead. There are 5
drill targets currently identified on the property.





Subsequent
to year end only 19 of the 32 mineral claims were retained and 9 mineral claims
were abandoned.





Weepah
Hills Claim Group




The
Weepah Hills claims are located in Esmeralda County, Nevada, approximately 15.5
miles southwest of Tonopah, Nevada on Highway 95.  After the initial
examination of this claim group, the Company decided further work was not
warranted and all but one claim covering the old workings were allowed to
lapse.  There are mine workings and a large head frame on the claim which
was operated in the early 1960’s, according to public records.




Kope
Scheelite Claims Group




The Kope Scheelite Claims Group
consists of 44 mineral claims located in Mineral County, Nevada, approximately 2
miles east of Luning. Nevada. 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 ofnumerous shafts and prospects.




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.




Subsequent
to year end only 26 of the 44 mineral claims were retained and 18 mineral claims
were abandoned.




Santa Fe Claim Group




The Santa Fe Claim Group consists of 27 claims located in Mineral
County, Nevada, approximately one mile north of Luning, Nevada.  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.





Subsequent
to year end only 16 of the 27 mineral claims were retained and 11 mineral claims
were abandoned.




Quailey
Claim Group




The
Quailey Mine Claim Group consists of 35 staked claims and 9 patented claims (for
a total of 44 claims) located in Mineral County, Nevada approximately 16 miles
southeast of Hawthorne, Nevada on the northwest side of Excelsior
Mountains.  The Company purchased 15 staked claims and 9 patented
claims.  Following the closing of the purchase the Company staked an
additional 20 claims contiguous to the staked claims purchased.





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.  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.





16


The
Quailey Mine claims are accessible from the city of Hawthorne, Nevada.  A
number of dirt roads provide accesses 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.  This property appears to be a skarn type
deposit.  A “skarn” is a metamorphic zone developed in the contact area
around igneous rock intrusions when carbonate sedimentary rocks are invaded by
and replaced with chemical elements that original from the igneous rock mass
nearby.  Many skarns also include ore minerals.





Historical
records indicate copper, gold and silver ores were mined from 4000 feet of
developed mine workings.





During
the year the Company filed a quiet title suit and received clear title to all
the patented claims.





Subsequent
to year end only 7 of the 35 staked claims were retained and the 9 patented
claims were retained and 28 of the staked claims were abandoned.





Gold
Point Claim Group




On
February 15, 2008, the Company entered into an agreement with Roger Hall, an
officer and director of the Company, to acquire 14 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 in the capital of the Company.





The Gold
Point Claim Group now consists of 8 mineral claims located in Nye County in the
Gold Point District, about 10 miles north east of Current, Nevada.





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 with considerable content of pyrite.





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 common shares of the Company valued at $1,743,750
pursuant to a Property Purchase Agreement with International Energy Resources,
Inc. (the “International Energy Resources Purchase Agreement”).





On August
1, 2006 the Company purchased a 100% interest in refinery equipment from Nevada
Refinery Inc. in exchange for 88,500 shares of common stock of the Company,
valued at $22,125.  The Company intends to install this equipment in its
mill building located near Mina, Nevada.  The refinery equipment will 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.





17


On August
15, 2006, International Energy Resources Inc. assigned the International Energy
Resources Purchase Agreement to its shareholders with the consent of the
Company.  The milling facility is a custom mill installation located near
the town of Mina, Nevada, approximately 185 miles south east of Reno, Nevada on
US 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.





Subsequent
to year end only 6 of the 28 Mill Site claims were retained and 22 mineral
claims were abandoned.





Property
Purchases





The
following paragraph describes the acquisition of the Claim Groups.  All of
the following Claim Groups have been assigned to the Company’s wholly-owned
subsidiary, Silver Reserve Corp.





On August
1, 2006, the Company entered into a property purchase agreement (the “Mojave
Silver 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 Claim Group), Sylvania Claim
Group, Santa Fe Claim Group, Silver Queen Claim Group, Blue Dick Claim Group,
Weepah Hills Claim Groups, Kope Sheelite 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, valued at $885,150.  On
August 15, 2006 Mojave Silver Company Inc. assigned the Mojave Silver Property
Purchase Agreement to the shareholders of Mojave Silver Company with the consent
of the Company Since the purchase, the Company has added claims to some of the
groups and abandoned claims in other groups.





Regulations Governing Mining in
Nevada





All
exploration and mining in Nevada is carried out under regulation established by
the Federal Bureau of Land Management (the “BLM”) and the Nevada Bureau of
Mining and Geology, and in some circumstances the local county or municipality
where the claims are located.  These regulations cover exploration work
where the surface is disturbed, all types of underground mining, air and water
quality, use of ground water from wells, rivers, ponds and lakes, waste
management, protection of the environment wildlife and historical sites, road
building, discharge and disposal of all materials from mining operations plus
other matters.





Government
Requirements for Maintenance of Claims





A claim
holder is required to pay an annual fee of $140.00 per claim to the BLM on or
before August 31 of each year. In addition, a claim holder is required to pay
annual County filing fees in most counties within Nevada and Idaho.





Government
Permitting





The BLM
and the Nevada Bureau of Mining and Geology issue permits required for
exploration and mining in the State of Nevada.  The Company is required to
post bonds with the BLM to cover reclamation cost related to the work carried
out on any claim group.





18


Item
3.  Legal Proceedings.





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





Item 4. 
Submission of Matters toaVote of Security
Holders.





None.


19




PART
II




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




As of
June 30, 2009, there were 60,198,500 shares of common stock of the Company (a
“Share” or “Shares”) outstanding, held by 591 shareholders of
record.




Private Placements of
Securities issued during the Year Ended June 30, 2007





The
Company completed private placements of Shares at $0.25 per share from
accredited investors for the number of shares and on the dates set out
below.





Shares
              
              Date Issued1,087,500
              
              July
      4, 2006112,500
              
              July
      5, 2006914,888
              
              July
      26, 20061,200,000
              
              August
      3, 2006280,851
              
              August
      10, 20063,595,739




The
Company registered the resale of the shares listed above in a registration
statement on Form SB-2 which was made effective by the SEC on April 24,
2007.





The
foregoing private placements were 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”).  Each of
the investors that participated in the foregoing private placement was a non
“U.S. Person” as that term is defined in Rule 902 of Regulation S.




The
Company issued Convertible Debentures in the amounts and on the dates set out
below.





Issue
                        Date
                      
                      Amount7/4/2006
                      
                      $
                      729,137.507/26/2006
                      
                      $
                      671,280.007/10/2006
                      
                      $
                      875,000.008/2/2006
                      
                      $
                      204,787.25





Each
Convertible Debenture had a term maturing on December 31, 2007 and bore interest
at the rate of 2% per annum.  Interest is payable on conversion or maturity
and may be payable by delivery of cash or Shares.  The Convertible
Debentures were ranked equal with each other.





The
Convertible Debentures were convertible into “Units” where each Unit consists of
one Share and Share purchase warrant (a “Warrant”) at the rate of one Unit for
each $0.50 of principal under the Convertible Debenture at the time of
conversion.  The Company reserved the right to pay interest in cash or
Shares at its option.  Each Warrant entitled the holder to purchase one
Share at $0.75 per Share for a term of 12 months following issuance of the
Warrant.  The Convertible Debentures were convertible at any time before
maturity of the Convertible Debentures.  The Convertible Debentures were
converted as described below in “Securities issued during the Year Ended June
30, 2008.”





20


The
Company registered the Shares and the Shares to be issued upon exercise of the
warrants issuable upon conversion of the Convertible Debentures on a
registration statement on Form SB-2 that was made effective on April 24,
2007.





The
foregoing private placement of Convertible Debentures was exempt from
registration under the Securities Act pursuant to an exemption afforded by
Regulation S.  Each of the investors in the foregoing private placement is
a non “U.S. Person” as that term is defined in Rule 902 of Regulation
S.





Broker Purchase Warrants to
purchase Convertible Debentures





During
the year ended June 30, 2007, the Company issued broker warrants to purchase
convertible debentures as part of the commission due the agents who placed the
offering of common shares and convertible debentures.  These warrants
listed below represented an amount equal to 10% of the convertible debentures
placed.





The
Company issued 700,214 warrants at an exercise price of $0.50. The expiry dates
of the above listed broker warrants was originally June 30, 2007 and was
extended to December 31, 2007 and was further extended to December 31, 2008 from
December 31, 2007 by resolution of the Board of Directors on November 21, 2007.
Further the Board of Directors by a resolution on June 18, 2008, extended the
expiry of these warrants until December 31, 2009.





Date Issued
                        
                        Expiration Date
                        
                        Exercise PriceJuly
      6, 2006
                        
                        December
      31, 2009
                        
                        $
                        175,000July
      26, 2006
                        
                        December
      31, 2009
                        
                        
                        67,128August
      2, 2006
                        
                        December
      31, 2009
                        
                        
                        107,979$
                        350,107





Securities issued during the
Year Ended June 30, 2008





The
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.  The interest was paid in common shares of the Company. This resulted
in the issuance of the following Shares and warrants on the dates set out
below.




Conversion
                    Date
                  Shares
                  Shares
                    Issued for
                    Interest
                  Warrants IssuedOct
      8/07
                  446,812
                  10,967
                  446,812Oct
      9/07
                  1,935,394
                  52,663
                  1,935,394Oct
      10/07
                  300,000
                  7,397
                  300,000Oct
      12/07
                  446,812
                  11,067
                  446,812Oct
      16/07
                  2,159,574
                  55,673
                  2,159,574Oct
      25/07
                  127,604
                  3,460
                  127,604Oct
      30/07
                  127,663
                  3,498
                  127,663Nov
      5/07
                  1,458,275
                  39,871
                  1,458,275





21





The
interest shares were issued as “restricted” and may not be re-sold unless an
exemption from registration is available such as the exemption afforded by Rule
144 promulgated under the Securities Act.





The
expiry dates of these 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, an
officer and director of the Company, to acquire 15 mineral claims referred to as
the Gold Point Claim Group in consideration of the sum of $5,000 payable in cash
and 175,000common shares in the capital of the Company, valued at
$105,000.Shares.





The
Company issued 25,000 Shares to Endeavor Holdings, Inc. on March 3, March 28,
April 28, May 28, June 26, July 20 and September 3 of 2008 for a total of
175,000 common shares valued at $85,250 in accordance with the terms of the
contract dated March 3, 2008.  The contract was terminated on October 1,
2008.


22





Securities issued during the
Year Ended June 30, 2009





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




Date
                    
                    $'s
                    
                    
                    Shares
                    
                    
                    WarrantsJul
      6’08
                    
                    $
                    50,000
                    
                    
                    
                    100,000
                    
                    
                    
                    50,000Jul
      7'08
                    
                    $
                    250,000
                    
                    
                    
                    500,000
                    
                    
                    
                    250,000Jul
      8'08
                    
                    $
                    500,000
                    
                    
                    
                    1,000,000
                    
                    
                    
                    500,000Jul
      21'08
                    
                    $
                    100,000
                    
                    
                    
                    200,000
                    
                    
                    
                    100,000Jul
      24'08
                    
                    $
                    20,000
                    
                    
                    
                    40,000
                    
                    
                    
                    20,000Jul
      29'08
                    
                    $
                    100,000
                    
                    
                    
                    200,000
                    
                    
                    
                    100,000Aug
      1'08
                    
                    $
                    200,000
                    
                    
                    
                    400,000
                    
                    
                    
                    200,000Aug
      5'08
                    
                    $
                    350,000
                    
                    
                    
                    700,000
                    
                    
                    
                    350,000Aug
      13'08
                    
                    $
                    500,000
                    
                    
                    
                    1,000,000
                    
                    
                    
                    500,000Aug
      14/08
                    
                    $
                    200,000
                    
                    
                    
                    400,000
                    
                    
                    
                    200,000Aug
      15/08
                    
                    $
                    1,000,000
                    
                    
                    
                    2,000,000
                    
                    
                    
                    1,000,000Aug
      22/08
                    
                    $
                    250,000
                    
                    
                    
                    500,000
                    
                    
                    
                    250,000$
                    3,520,000
                    
                    
                    
                    7,040,000
                    
                    
                    
                    3,520,000




Broker
Warrants:




Issued
                          
                          Expiration Date
                          
                          Units
                          
                          
                          AmountAugust
      15, 2008
                          
                          September
      1, 2010
                          
                          
                          245,000
                          
                          
                          $
                          122,500August
      13, 2008
                          
                          September
      1, 2010
                          
                          
                          49,000
                          
                          
                          $
                          24,500




Between
February and March 2009, the Company received an election to purchase 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 provided that the exercise
price be reduced from $0.75 per Share 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.




23


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. Our high and
low sales prices of our common stock during the fiscal year ended June 30, 2009
is as follows:





Quarter
      ended
                  
                  High
                  
                  
                  LowSeptember
      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.


24




The
following table summarizes the options outstanding as at June 30,
2009:




Option
      Price
                    
                    
                    Weighted
                      average
                      remaining
                      contractual
                      life
                    
                    
                    Weighted
                      average
                      remaining
                      contractual
                      life
                    
                    
                    Number
      of optionsExpiry
      Date
                    
                    Per
      Share
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Aug
      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
                    
                    
                    
                    
                    
                    
                    133,333April
      9, 2012
                    
                    
                    0.30
                    
                    
                    
                    2.82
                    
                    
                    
                    3.75
                    
                    
                    
                    1,800,000
                    
                    
                    
                    1,850,000April
      16, 2012
                    
                    
                    0.50
                    
                    
                    
                    2.84
                    
                    
                    
                    3.75
                    
                    
                    
                    50,000
                    
                    
                    
                    50,000May
      16, 2012
                    
                    
                    0.50
                    
                    
                    
                    2.92
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    -Jan
      23, 2013
                    
                    
                    0.60
                    
                    
                    
                    3.62
                    
                    
                    
                    4.58
                    
                    
                    
                    50,000
                    
                    
                    
                    50,000April
      1, 2013
                    
                    
                    0.35
                    
                    
                    
                    3.81
                    
                    
                    
                    4.75
                    
                    
                    
                    50,000
                    
                    
                    
                    400,000June
      22, 2013
                    
                    
                    0.52
                    
                    
                    
                    4.04
                    
                    
                    
                    4.95
                    
                    
                    
                    -
                    
                    
                    
                    250,000Dec
      10, 2013
                    
                    
                    0.15
                    
                    
                    
                    4.51
                    
                    
                    
                    
                    
                    
                    
                    1,925,000
                    
                    
                    
                    -Dec
      10, 2013
                    
                    
                    0.25
                    
                    
                    
                    4.51
                    
                    
                    
                    
                    
                    
                    
                    50,000
                    
                    
                    
                    -Jan
      1, 2014
                    
                    
                    0.15
                    
                    
                    
                    4.57
                    
                    
                    
                    
                    
                    
                    
                    300,000Feb
      2, 2014
                    
                    
                    0.31
                    
                    
                    
                    4.66
                    
                    
                    
                    
                    
                    
                    
                    150,000June
      4, 2014
                    
                    
                    0.47
                    
                    
                    
                    5.00
                    
                    
                    
                    
                    
                    
                    
                    50,000Options
      outstanding at end of year
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    4,639,583
                    
                    
                    
                    2,600,000Weighted
      average exercise price at end of year
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    0.24
                    
                    
                    
                    0.49Weighted
      average remaining contractual life
                    
                    
                    
                    3.65
                    
                    
                    
                    4.03





Number of Shares2009
                      
                      
                      2008Outstanding,
      beginning of year
                      
                      
                      2,600,000
                      
                      
                      
                      1,910,000Granted
                      
                      
                      4,550,000
                      
                      
                      
                      700,000Expired
                      
                      
                      -
                      
                      
                      
                      -Exercised
                      
                      
                      -
                      
                      
                      
                      -Forfeited
                      
                      
                      (2,510,417
                      )
                      
                      
                      (10,000
                      )Cancelled
                      
                      -
                      
                      
                      -Outstanding,
      end of year
                      
                      
                      4,639,583
                      
                      
                      
                      2,600,000Exercisable,
      end of year
                      
                      
                      3,524,750
                      
                      
                      
                      2,045,833




25




Item
6.  Selected Financial Data





Not
applicable





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





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





MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





PLAN OF
OPERATIONS





Discussion
of Operations & Financial Condition


Twelve
months ended June 30, 2009





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 at June 30, 2009, we had
accumulated losses of $13,620,745 (June 30, 2008 - $7,575,268).  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 endeavor over the years
has been its effort to raise additional capital to pursue its exploration
activities.





In
November of 2008, we substantially changed our business focus to the exploration
and development of cement grade limestone properties, also located in the States
of Nevada and Idaho. We acquired Infrastructure Materials Corp US (“IMC US”), a
Nevada Corporation, pursuant to a Share Exchange Agreement between the Company,
IMC US and Todd D. Montgomery dated as of November 7, 2008. Mr. Montgomery was
the sole shareholder of IMC US in addition to serving as the Company’s Chief
Executive Officer and as a member of its Board of Directors.  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, Blue Mountain Group and the Aspen Group.  Subsequent to
the date of this report, the Company abandoned the LM Group.





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.  Cement is
made from limestone and we believe our acquisitions in this area have
significant potential.





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





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 “Silver
Reserve”. The Company assigned all of its silver/base metal projects to this
subsidiary.





26


We have
continued to raise capital and are moving forward with exploration on our
Projects. We have completed the evaluation of 9 of our Limestone Projects and
determined that the Blue Nose and Morgan Hill Projects 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 Medicine and 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, Infrastructure Materials Corp US and Silver Reserve Corp. 
All material inter-company accounts and transactions have been
eliminated.





SELECTED ANNUAL
INFORMATION





June
      30, 2009
                  
                  
                  June
      30, 2008Revenues
                  
                  Nil
                  
                  
                  NilNet
      Loss
                  
                  $
                  6,045,477
                  
                  
                  $
                  4,635,465Loss
      per share-basic and diluted
                  
                  $
                  (0.11
                  )
                  
                  $
                  (0.11
                  )Total
      Assets
                  
                  $
                  4,884,471
                  
                  
                  $
                  3,050,237Total
      Liabilities
                  
                  $
                  270,901
                  
                  
                  $
                  350,402Cash
      dividends declared per share
                  
                  Nil
                  
                  
                  Nil





Our total
assets for the year ended June 30, 2009 includes 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. Our total assets for the year ended June 30, 2008
includes cash and cash equivalents of $1,553,855, prepaid expenses of $155,546
and capital assets of $1,340,836. The total assets increased from $3,050,237 on
June 30, 2008 to $4,884,471 on June 30, 2009.  This increase is the result
of capital financing in July 2008 and August 2008 as well as the exercise of
warrants in February 2009 and March 2009.





Revenues





No
revenue was generated by the Company’s operations during the years ended June
30, 2009 and June 30, 2008.





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.  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.  No costs have been capitalized in the
periods covered by these financial statements.  Once capitalized, such
costs will be amortized using the units-of-production method over the estimated
life of the probable reserve.





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




27




(a) General and Administrative
Expense




Included
in Operating Expenses for the year ended June 30, 2009 is general and
administrative expense of $3,472,024, as compared with $2,627,129 for the year
ended June 30, 2008.  General and administrative expense represents
approximately 57% of the total operating expense for the year ended June 30,
2009 and 56% of the total Operating Expense for the year ended June 30,
2008.  General and administrative expense increased by $844,895 in the
current year, compared to the prior year.  Most of the increase is
from higher consulting fees ($277,857), due diligence costs on limestone
projects ($175,720), stock based compensation ($674,778), wages ($166,953) and
foreign currency losses ($51,921) offset in part by a decrease in warrant
modification expense of $497,750.





(b) Project
Expense





Included
in operating expenses for the year ended June 30, 2009 is project expenses for
$2,409,468 as compared with $1,836,077 for the year ended June 30,
2008.  Project expense represents approximately 40% of the total
operating expense for the year ended June 30, 2009 and approximately 39% of the
total operating expense for the year ended June 30, 2008. The majority of
project expenses for the years ended June 30, 2009 and June 30, 2008 related to
exploration on the limestone, precious and base metal claims.





Liquidity
and Capital Resources





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





Year ended
                    
                    
                    Year endedJune 30, 2009
                    
                    
                    June 30, 2008Cash
      and cash equivalent
                    
                    $
                    420,266
                    
                    
                    $
                    1,553,855Working
      capital
                    
                    $
                    3,471,649
                    
                    
                    $
                    1,358,999Cash
      used in operating activities
                    
                    $
                    (3,599,725
                    )
                    
                    $
                    (2,173,006
                    )Cash
      used/provided in investing activities
                    
                    $
                    (3,132,091
                    )
                    
                    $
                    1,087,605Cash
      provided by financing activities
                    
                    $
                    5,598,227
                    
                    
                    $
                    nil





As at
June 30, 2009, the Company had working capital of $3,471,650 as compared to
$1,358,999 as of June 30, 2008.  Working capital increased as a result
of capital financing in July 2008 and August 2008 as well as warrant exercises
in February 2009 and March 2009 which was not expended on drilling and
exploration projects during the year.  The Company did not raise any
capital during the year ended June 30, 2008.





Off-Balance
Sheet Arrangement





The
Company had no off- balance sheet arrangements as of June 30, 2009 and June 30,
2008.





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.  The
Company’s interest was acquired 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, the Company’s 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.




28




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 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 are deemed to be in Brenham’s
possession and were issued as “restricted” and may not be re-sold unless an
exemption from registration is available such as the exemption afforded by Rule
144 promulgated under the Securities Act.   On July 6, 2009 the
consulting period was amended and extended to August 30, 2011 without further
compensation. Brenham is required to return any unearned Shares if the agreement
is terminated early.





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 and were issued as “restricted” and may not be re-sold unless an exemption
from registration is available such as the exemption afforded by Rule 144
promulgated under the Securities Act.  The said 1,500,000 Shares were
tendered in one certificate upon execution of the agreement and are 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. Costa is
required to return any unearned Shares if the agreement is terminated
early.





On
September 14, 2007 the Company accepted a proposal from Lumos & Associates
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, 2009, the Company has authorized and
paid Lumos and Associates $134,181.





On April
4, 2008, the Company entered into a Consultant Agreement with Lumos and
Associates, to facilitate completing exploration drilling “Notices of Intent”
and Plans of Operation in compliance with the requirements of the United States
Bureau of Land Management. The Company estimates the costs of each Notice of
Intent plan to range from $3,000 to $4,000. Plans of Operation will be priced
separately.




On May 1,
2008, the Company entered into a Consulting Services Agreement with Lance
Capital Ltd., at $12,500 per month to provide personnel to carry out
administration services for the Company. On November 1, 2008, the Consulting
Services Agreement was amended to reduce the monthly fee to $10,000 for the
months of December 2008 and January 2009 and thereafter to $7,500.





On May
20, 2008, the Company entered into an option agreement with Nevada Eagle
Resources, LLC and Steve Sutherland (together, the “Optionees”) effective as of
May 1, 2008 (the “Date of Closing”), to acquire 25 mineral claims located in
Elko County, Nevada and known as the “Medicine Claims.” During the term of the
Option Agreement, the Company has the exclusive right to explore and develop, if
warranted, the Medicine Claims.  The Company paid $10,000 to the
Optionees upon execution of the option agreement.  The option
agreement requires the Company to make additional payments as follows: $15,000
on the first anniversary of the Date of Closing (May 1, 2009), $30,000 on the
second anniversary of the Date of Closing, $60,000 on the third anniversary of
the Date of Closing and $80,000 on each anniversary of the Date of Closing
thereafter until the tenth anniversary of the Date of Closing. The Optionees may
elect to receive payment in cash or in shares of the Company’s common stock.
Upon making the final payment on the tenth anniversary of the Date of Closing,
the Company will have earned a 100% undivided interest in the Medicine Claims.
On April 7, 2009, the Company amended the Option Agreement. This amendment
reduced the option payment due on May 1, 2009 from $15,000 to $10,000 and
increased the payment due May 1, 2010 from $30,000 to
$35,000.  Pursuant to the option agreement, the Medicine Claims are
subject to a 3% net smelter return (“NSR”) royalty payable to the
Optionees.  The payments made during the term of the option agreement
are to be applied as advance NSR royalty payments. Beginning on the eleventh
anniversary of the Date of Closing, the Company is required to make annual
advance royalty payments of $80,000. At such time as the Medicine Claims are in
production, if ever, the Company shall make annual royalty payments equal to the
greater of the actual 3% NSR or $80,000.  The Company may terminate
the option agreement at any time before the option is fully exercised upon 60
days notice to the Optionees.  The Company does not consider the
Medicine Claims to be material assets at this time; however this assessment may
change upon further exploration.




29




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 (the
“Consulting Agreement”) with a corporation that is controlled by Mr. Douglas.
The Consulting Agreement has a term of one year and is automatically renewable
thereafter. Either party may terminate the Consulting Agreement upon 90 days
notice. During the term of the Consulting Agreement the Company will pay the
corporation controlled by Mr. Douglas a fee of $8,500 per month. On June 4,2009
the Company’s board of directors resolved to delete the necessity of further
reviews as provided by the Consulting Agreement with respect to reviewing the
performance of Mr. Douglas at six-month intervals.





On
December 8, 2008, the Company’s wholly owned subsidiary, Infrastructure
Materials Corp. US, entered into a Mineral Lease Agreement (the “Lease
Agreement”) with Earl Edgar Mineral Trust (the “Lessor”) to lease certain
mineral rights in Elko County, in the State of Nevada.  The term of
the Lease Agreement is ten (10) years and will automatically renew on the same
terms and conditions for additional ten-year periods, provided the Company is
conducting exploration, development or mining either on the surface or
underground on the property.  The rent shall be paid each year on
January 1st.





$1.00 per
net acre was paid upon execution of the Lease Agreement and on January 1, of
each year commencing in 2010 and extending for so long as the Lease Agreement is
in effect the Company is obligated to make the following payments
during:





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 Lease
      Agreement,.





The Lease
Agreement covers 100% of the mineral rights on 1,120 acres (“Property A”) and
50% of the mineral rights on 6,740 acres (“Property B”).





The
Lessor 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 Lease Agreement and any renewal
thereof.





On April
9, 2009 the Board of Directors approved the Company entering into an Amendment
to Mineral Lease Agreement (the “Amendment”) effective December 8, 2008 between
Infrastructure Materials Corp. US and Earl Edgar Mineral Trust, Warner Whipple,
Trustee.  The Amendment provides for Standard Steam LLC to carry out
exploration for geothermal energy sources on the leased Mineral Rights Property
after obtaining the written consent of the Company.  The Amendment
also provides for other cooperation with Standard Steam LLC regarding mineral
rights on the properties which the Company holds only 50% of the mineral
rights.




30




Effective
as of January 1, 2009, the Company entered into a Consulting Agreement with
Scott Koyich (the “Consultant”) for a period of six months to provide consulting
services with respect to financial public relations, business promotion,
business growth and development for a term of six months.  The
Consultant shall be paid $5,000 per month for his services during the term of
the Agreement.  Either party may terminate the Agreement on 30 days
notice.  In addition, the Company granted the Consultant an option to
acquire 300,000 common shares of the Company at $0.15 per share for a term of
five years. These options vest at the rate of 50,000 shares per month. On June
29, 2009 the Company extended the consulting period to December 31, 2009 without
additional options.  Subsequent to the date of this report, this
agreement was terminated effective October 15, 2009.





On
February 23, 2009, the Board of Directors approved a drilling contract with
Harris Exploration Drilling and Associates Inc. dated February 25, 2009 to carry
out up to 30,000 feet of drilling programs in Nevada. The Company will pay
$12.00 per foot for drilling plus various other costs related to mobilization
and demobilization, travel, down and moving time, plus other costs dependant on
conditions and supplies. The Company paid a $25,000 refundable deposit upon
execution of the contract. During the year ended June 30, 2009 the Company
paid Harris Exploration Drilling $223,265 to complete 10,495 feet of
drilling.





On April
24, 2009, IMC US, the Company’s wholly-owned subsidiary, entered into a
consulting agreement with PHW Consulting (“PHW).  PHW is to provide
collection, analysis and interpretation of data pertaining to mineral claims in
Clark and Lincoln counties of Nevada owned by IMC US.  PHW is also
required to write and submit a Canadian National Instrument 43-101
compliant Technical Report on the Blue Nose Project in Lincoln
County.  The cost is $15,000 for a NI 43-101 compliant technical
report plus $500.00 per day and out of pocket expenses for data collection,
analysis and interpretation. To date, the Company has paid $12,943 for data
collection and out of pocket expenses.





On May
25, 2009, the Company’s wholly-owned subsidiary, IMC US hired Lumos &
Associates to conduct base line studies for the Blue Nose Project located in
Lincoln County, Nevada with the intention of determining if a suitable plan site
can be located with enphasis on rail and road access and environmental
considerations that could impede development.  The total consideration
to be paid under the contract is approximately $74,500. The Company has to
authorize each phase of the work.  During the year ended June 30, 2009
the Company paid Lumos & Associates $9,952.





Maintaining
Claims in Good Standing





The
Company is required to pay to the Department of Interior Bureau of Land
Management (BLM) on or before August 31st of each
year, a fee in the amount of $140.00 per mineral claim held by the
Company.  The total amount paid to August 31, 2009 was $172,620 for
1233 claims held by the Company at that date.





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.





The
Company also holds 9 patented claims and 2 leased patented claims.  A
patented claim is fee simple title to the property.  Patented claims
are subject to taxes assessed by the local community based on assessment rates
set annually.





CASH
REQUIREMENTS





At June
30, 2009, the Company had cash and cash equivalents of $420,266, short-term
investments of $3,116,803 and prepaid expenses of $205,482for a
total of $3,742,551.  The Company has projected budgeted expenditures
for the fiscal period commencing July 1, 2009 as follows:




31




General
and Administration expenses of $1,999,503 and projected Project expenses of
$3,193,656 (subject to availability of funds) for a total of
$5,193,159.   Our ability to incur the total Project expenses is
subject to permitting programs with the Bureau of Land Management and results of
the drilling as it progresses.  The Company has no firm commitment for
additional financing and may not be able to incur all of the Project expense
planned in the budget 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, Silver Reserve
Corp. that controls these assets and use the proceeds for exploration and
drilling on the limestone projects.





SUBSEQUENT
EVENTS





The
Company has reviewed subsequent events up to September 14, 2009. Subsequent
events are as follows:





Based on
work carried out on the claim groups listed below, the Company has abandoned
certain claims that it has determined will not contain many minerals that we
believe would be developed.





Limestone
Mineral Claims





Subsequent
to the year ended June 30, 2009 the following claims held by the Company’s
wholly owned subsidiary, Infrastructure Materials Corp US., were
abandoned.





·
            The
      Bird Springs mineral claim group and the LM mineral claims were
      abandoned.


·
            12
      of the 63 Rock Hillmineral claims
      were retained and 51 mineral claims were
  abandoned.


·
            9
      of the 36Buffalo Mountain
      mineral claims were retained and 27 mineral claims were
      abandoned.


·
            68
      of the 94 MMmineral claims
      were retained and 26 mineral claims were
  abandoned.


·
            28
      of the 281Royale mineral
      claims were retained and 253 mineral claims were
  abandoned.


·
            63
      of the 138 Aspenmineral claims
      were retained and 75 mineral claims were
  abandoned.





SRC
Mineral Claims





Subsequent
to the year ended June 30, 2009 the following claims held by the Company’s
wholly owned subsidiary, Silver Reserve Corp., were abandoned.





·
            104
      of the 166 Klondyke mineral claims were retained and 62 were
      abandoned.


·
            8
      of the 19 Dyer mineral claims were retained and 11 Dyer mineral claims
      were abandoned.


·
            10
      of the 19 Montezumamineral claims
      were retained and 9 mineral claims were
  abandoned.


·
            19
      of the 32 Blue Dick mineral claims were retained and 13 mineral claims
      were abandoned.


·
            26
      of the 44 Kope Scheelite mineral claims were retained and 18 mineral
      claims were abandoned.


·
            16
      of the 27 Santa Fe mineral claims were retained and 11 mineral claims were
      abandoned.


·
            7
      of the 35 Quailey Mine staked claims and 9 patented claims were retained
      and 28 staked claims were
abandoned.


·
            6
      of the 28 Mill Site claims were retained and 22 Mill Site claims were
      abandoned.





On July
6, 2009 the Company extended the term of the agreement with Brehnam Trading
Corp. to August 30, 2011 without further compensation.





On July
6, 2009 the Company extended the term of the agreement with Costa View Inc. to
August 30, 2011 without further compensation.




32




On August
7, 2009, the Company resolved to conduct research and employ experts to provide
an opinion on the merits of limestone properties in Manitoba, Canada, held by
Infrastructure Materials Corp. Canada, which is controlled by Todd Montgomery,
the Company’s CEO and a Director and commission a market study to determine the
market for cement that could be serviced from a cement plant in the location of
the properties and the anticipated demand for cement looking forward five to
twenty years.  It is anticipated that the cost of this due diligence
will be approximately $50,000 to $75,000.




On August
7, 2009 the Company entered into an agreement with Watts, Griffis and McOuat,
Consulting Geologists and Engineers to prepare a valuation report of certain
cement grade limestone properties in Manitoba, Canada. The valuation date of the
properties will be September 1, 2009. The cost of this due diligence is
estimated to be between $15,000 and $25,000.





On
September 14, 2009, the Company terminated the agreement with Scott Koyich
effective October 15, 2009.  The Company agreed to extend the expiry
of the options granted to Scott Koyich to October 15, 2010.





Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”.
This Statement replaces SFAS No. 141, Business Combinations. This
Statement retains the fundamental requirements in Statement 141 that the
acquisition method of accounting (which Statement 141 called the purchase method) be used for
all business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS
No. 141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company’s fiscal year beginning May 1, 2009. The
Company is currently assessing the impact of FAS 141(R).





In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for the Company’s fiscal
year beginning May 1, 2009. The Company is currently assessing the impact of FAS
160.





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement
No. 133” (“FAS 161”). FAS 161 changes the disclosure requirements
for derivative instruments and hedging activities. Entities are required to
provide enhanced disclosures about (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related hedged
items are accounted for under Statement 133 and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. The guidance in FAS
161 is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. The Company is currently
assessing the impact of FAS 161.




In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"). SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. GAAP for non governmental entities. SFAS 162
is effective 60 days following the Securities and Exchange Commission's approval
of the Public Company Accounting Oversight Board auditing amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles." The Company does not expect SFAS 162 to have a
material effect on its consolidated financial statements.




33




In May
2008, the FASB issued Statement of Financial Accounting Standards No. 163 ("SFAS
163"), "Accounting for Financial Guarantee Insurance Contracts – an
interpretation of FASB Statement No. 60." SFAS 163 prescribes accounting for
insures of financial obligations, bringing consistency to recognizing and
recording premiums and to loss recognition. SFAS 163 also requires expanded
disclosures about financial guarantee insurance contracts. Except for some
disclosures, SFAS 163 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. The adoption of SFAS 163 will not have
an impact on the results of operations or financial position of the
Company.





In April
2009, the FASB issued FSP FAS 115-2 and FAS 124-2. This FSP amends SFAS 115,
“Accounting for Certain Investments in Debt and Equity Securities,” SFAS 124,
“Accounting for Certain Investments Held by Not-for-Profit Organizations,” and
EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on
Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held
by a Transferor in Securitized Financial Assets,” to make the
other-than-temporary impairments guidance more operational and to improve the
presentation of other-than-temporary impairments in the financial statements..
This FSP provides increased disclosure about the credit and noncredit components
of impaired debt securities that are not expected to be sold and also requires
increased and more frequent disclosures regarding expected cash flows, credit
losses, and an aging of securities with unrealized losses. Although this FSP
does not result in a change in the carrying amount of debt securities, it does
require that the portion of an other-than-temporary impairment not related to a
credit loss for a held-to-maturity security be recognized in a new category of
other comprehensive income and be amortized over the remaining life of the debt
security as an increase in the carrying value of the security. This FSP shall be
effective for interim and annual periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15,
2009.  The Company is currently evaluating this new FSP but does not
believe that it will have a significant impact on the determination or reporting
of the financial results.





In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and
APB 28-1”). FSP FAS 107-1 and APB 28-1 require companies to disclose in
interim financial statements the fair value of financial instruments within the
scope of FASB Statement No. 107, Disclosures about Fair Value of Financial
Instruments. The fair-value information disclosed in the footnotes must be
presented together with the related carrying amount, making it clear whether the
fair value and carrying amount represent assets or liabilities and how the
carrying amount relates to what is reported in the balance sheet. FSP
FAS 107-1 and APB 28-1 also requires that companies disclose the method or
methods and significant assumptions used to estimate the fair value of financial
instruments and a discussion of changes, if any, in the method or methods and
significant assumptions during the period. The FSP shall be applied
prospectively and is effective for interim and annual periods ending after
June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. The Company is currently evaluating this new FSP and the
impact it will have on the determination or reporting of the financial
results.





In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" (“SFAS 165”). SFAS 165
sets forth the period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. SFAS 165 will be effective for interim or
annual period ending after June 15, 2009 and will be applied prospectively. The
Company does not anticipate the adoption of SFAS 165 will have an impact on its
consolidated results of operations or consolidated financial
position.




34




In June
2009, the FASB issued SFAS No. 168, “The FASB accounting standard codification”
and the Hierarchy of Generally Accepted Accounting Principles (“Codification”)
which supersedes all existing accounting standards and will become the single
source of authoritative non –governmental US GAAP. All the accounting literature
not included in the Codification will be considered non-authoritative. The
Codification was implemented on July 1, 2009 and will be effective for interim
and annual periods after September 15, 2009.





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.




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 mining properties.  Mineral property exploration costs
are expensed as incurred. Mineral property payments are capitalized only if the
Company is able to allocate any economic value beyond proven and probable
reserves.  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.  For
the purpose of preparing financial information, the Company is unable to
allocate any economic value beyond proven and probable reserves and hence all
property payments are considered to be impaired and accordingly written off to
project expense.  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 reserves is completed.  No costs have been capitalized in the
periods covered by the financial statements.  Once capitalized, such
costs will be amortized using the units-of-production method over the estimated
life of the probable reserve.




Mineral
property acquisition costs will also be capitalized in accordance with the FASB
Emerging Issues Task Force ("EITF") Issue 04-2 when management has determined
that probable future benefits consisting of a contribution to future cash
inflows have been identified and that adequate financial resources are available
or are expected to be available as required to meet the terms of property
acquisition and budgeted exploration and development
expenditures.  Mineral property payments are expensed as incurred if
the criteria for capitalization is not met.




To date,
mineral property exploration costs have been expensed as incurred. As of the
date of these financial statements in this document, the Company has incurred
only property payments and exploration costs which have been
expensed.  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




35




Item
8.Financial
Statements and Supplementary Data See
the financial statements and 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




Our Chief
Executive Officer and Chief Financial Officer evaluated the effectiveness of the
design and operation of our disclosure controls and procedures, as required by
Exchange Act Rule 13a-15(e). Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act are recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms.




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




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




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




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




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
assessed the effectiveness of the Company's internal control over financial
reporting as of June 30, 2009.  In making this assessment, management,
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework.




36




Inherent
in small business is the pervasive problem of segregation of
duties.  Given that the Company has a small accounting department,
segregation of duties cannot be completely accomplished at this stage in the
corporate lifecycle.  Management has added many compensating controls
to effectively reduce and minimize the risk of a material misstatement in the
Company’s annual or interim financial statements.




Based on
its assessment, management concluded that, as of June 30, 2009, the Company's
internal control over financial reporting is effective based on those
criteria.




Auditor
Attestation




This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.




Changes
in Internal Controls




There
have been no changes in our internal control over financial reporting that
occurred during the fourth fiscal quarter of the fiscal year ended June 30, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.




Audit
Committee





The Audit
Committee is comprised of three directors: Brent Walter, Randal Ludwar and
Joseph Montgomery.  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, 2009.





Item
9B.   Other Information





None.





37




Part
III




Item
10.   Directors, Executive Officers and Corporate
Governance




The
following individuals have agreed to act as executive officers and or sit on the
Board of Directors of the Company.  Each director will serve until the
next meeting of shareholders or until replaced.   Each
individual's background is of material importance to Infrastructure and is
described below:





Todd
      D. Montgomery
            
            CEO
      and DirectorMason
      Douglas
            
            President
      and DirectorRandal
      Ludwar
            
            Director
      and Chief Financial OfficerRoger
      Hall
            
            Director
      and Chief Operating OfficerJoseph
      Montgomery
            
            Director
      and Chairman of the BoardBrent
      Walter
            
            DirectorJoanne
      Hughes
            
            Corporate
      Secretary





Todd Montgomery – Chief
Executive Officer, Director





Mr.
Montgomery was the founder and former President and CEO of Anglo Potash Ltd., a
Canadian mining company, formally Anglo Minerals Ltd. This company was purchased
by BHP in 2008. Mr. Montgomery founded Anglo Minerals Ltd. in 1994. 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, Mr.
Montgomery also provided the oil sands properties to Oil Sands Quest an AMEX
listed company. Mr. Montgomery acted as an independent mining consultant and
served as a director and officer of a number of private and public corporations.
He is 43 years old.





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. He has also
operated as an independent consultant between 2001 and 2006 providing business
plans, economic modeling and project management for a variety of mining
projects. Mr. Douglas is 34 years old.





Randal Ludwar - Director and
Chief Financial Officer





Mr.
Ludwar received a B.Sc. (1977) in Business Administration from Yale University.
Mr. Ludwar has been a director of Anglo Minerals Ltd. since 1995 and a private
consultant to the Montgomery Group of Companies for the past fourteen years. Mr.
Ludwar is 55 years old.





Roger Hall - Director and
Chief Operating Officer





Mr. Hall
comes to the Company with over twenty-nine years experience in the mineral
exploration industry. He graduated with degree in geology from Ohio University
in Athens, Ohio in 1978. He received his master's degree in geology from Ohio
University in 1983. Mr. Hall has held various positions as a geologist since his
graduation in 1978. Since 1993 Mr. Hall has provided project oversight, contract
supervision and geological consultations for mineral exploration and development
companies. Mr. Hall is 57 years old.




38




Joseph Montgomery - Director
and Chairman of the Board





Mr.
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.  Mr.
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.  Mr. Montgomery is also a member of the advisory
board of the Canadian Institute of Gemology.  Mr. Montgomery is 82
years old.





Brent Walter -
Director





Mr.
Walter received a LLB degree from the University of Saskatchewan in 1990. Since
July 2004, he has been a lawyer with the firm, ProVenture Law LLP in Calgary,
Alberta, and practices primarily in the areas of securities and
corporate/commercial law. Prior to joining ProVenture Law LLP, he practiced with
Phillips Sevalrud LLP in Calgary, Alberta. Mr. Walter currently serves as a
director and officer of a number of public and private corporations, including
Mystique Energy Inc. (TSXV), Anglo Minerals Ltd. (TSXV), AgriTec Systems, Inc.
(TSXV) and Festino Venture Corp. (TSXV), and is a member of the audit committees
for Mystique Energy Inc. and Anglo Minerals Ltd. He is a member of the Law
Societies of Alberta and Saskatchewan (inactive), as well as the Canadian Bar
Association. Mr. Walter is 43 years old.





Joanne Hughes – Corporate
Secretary





Ms.
Hughes is part of Lance Capital Ltd., a management consulting firm that provides
Infrastructure Materials Corp. with management consulting, administrative and
accounting services. She has over 20 years of experience in the areas of
corporate administration and regulatory compliance. Prior to joining the team at
Lance Capital Ltd. in 2006, Ms. Hughes spent 10 years as an executive assistant
to the CEO, CFO and internal counsel of a publicly held corporation. Ms. Hughes
is 52 years old.





Reorganization of Officers
and Directors





On April
2, 2008, the Company appointed Joanne Hughes to the position of Corporate
Secretary and Janet Shuttleworth to the position of Treasurer of the
Company.  Ms. Shuttleworth resigned on December 31, 2008. Ms. Hughes
resigned on July 30, 2008 and was subsequently re-appointed to the position of
Corporate Secretary on January 1, 2009.





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. Effective as of June 23,
2008, Todd Montgomery tendered his resignation as President of the Company. He
remains as the Company’s Chief Executive Officer. There were no disagreements
between the Company and Mr. Montgomery with regards to the Company’s operations,
policies or practices.





On August
7, 2008, Joseph Montgomery was appointed to serve on the Audit Committee to
replace Mason Douglas.





On August
9, 2008 Janet Shuttleworth was appointed as Corporate Secretary and on December
31, 2008 she resigned as Corporate Secretary and Treasurer.




39




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, 2009, no Section 16 reports were filed late.





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 during the fiscal years ended June
30, 2009 and 2008 for the Chief Executive Officer and the next two most highly
compensated officers of the Company





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
                                                                                
                                                                                2009
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                94,413
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                94,413CEO
      and Director
                                                                                
                                                                                2008
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NILMason
      DouglasPresident
      and Director
                                                                                
                                                                                2009
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                94,413
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                102,000
                                                                                
                                                                                196,4132008
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                2,236
                                                                                
                                                                                2,236Randal
      LudwarCFO
      and Director
                                                                                
                                                                                2009
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                68,925
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                68,9252008
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NILRoger
      HallCOO
      and Director (1)
                                                                                
                                                                                2009
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                94,413
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                156,370
                                                                                
                                                                                250,7832008
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                157,729
                                                                                
                                                                                NILJoanne
      HughesCorporate
      Secretary (2)(3)
                                                                                
                                                                                2009
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                20,339
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                28,835
                                                                                
                                                                                49,1742008
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                3,695
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                12,360
                                                                                
                                                                                16,055Janet
      Shuttleworth,Former
      Treasurer(2)(4)
                                                                                
                                                                                2009
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                13,057
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                27,476
                                                                                
                                                                                40,5332008
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                9,854
                                                                                
                                                                                NIL
                                                                                
                                                                                NIL
                                                                                
                                                                                14,836
                                                                                
                                                                                24,690





(1)
            Mr.
      Hall, the Company’s Chief Operating Officer and a member of the Board of
      Directors received $156,370 during the fiscal year ended June 30, 2009 and
      $157,729 during the fiscal year ended June 30, 2008 in connection with his
      services as the Company’s senior
geologist.




40




(2)
            On
      April 2, 2008, the Company appointed Joanne Hughes to the position of
      Corporate Secretary and Janet Shuttleworth to the position of Treasurer of
      the Company.  Ms. Shuttleworth resigned on December 31, 2008.
      Ms. Hughes resigned on July 30, 2008 and was subsequently re-appointed to
      the position of Corporate Secretary on January 1,
  2009.




(3)
            Janet
      Shuttleworth, our former Treasurer and Corporate Secretary, was paid
      $27,476 from July 1, 2008 to December 31, 2008. 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.




(4)
            Joanne
      Hughes, our Corporate Secretary, received total cash compensation of
      $4,110 during the fiscal year ended June 30, 2008.  Between
      January 1, 2009 and June 30, 2009 she received total cash compensation of
      $24,725.




(b)           Long
Term Incentive Plan (LTIP Awards)




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




(c)           Options
and Stock Appreciation Rights (SARs)








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
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NILMason
      Douglas
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NILRandal
      Ludwar
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NILRoger
      Hall
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NILJoseph
      Montgomery
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NILBrent
      Walter
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NILJoanneHughes
                                                            
                                                            41,667
                                                            
                                                            NIL
                                                            
                                                            8,333
                                                            
                                                            0.35
                                                            
                                                            April
      1, 2013
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NILJanet
      Shuttleworth
                                                            
                                                            111,111
                                                            
                                                            NIL
                                                            
                                                            22,222
                                                            
                                                            0.35
                                                            
                                                            Dec.
      31, 2009
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL
                                                            
                                                            NIL




41




(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
                                                        
                                                        2009
                                                        
                                                        NIL
                                                        
                                                        NIL
                                                        
                                                        68,925
                                                        
                                                        NIL
                                                        
                                                        NIL
                                                        
                                                        68,925Brent
      Walter
                                                          Director
                                                        
                                                        2009
                                                        
                                                        NIL
                                                        
                                                        NIL
                                                        
                                                        68,925
                                                        
                                                        NIL
                                                        
                                                        NIL
                                                        
                                                        68,925





Stock
options granted to the named executive officers and directors during the fiscal
year ended June 30, 2009 are provided in the table below:





Name
                  
                  # of Options
                  
                  Date
                    Granted
                  
                  Exercise
                    Price
                  
                  Expiry DateTodd
      Montgomery
                  
                  
                  250,000
                  
                  December
      19, 2008
                  
                  $
                  0.30
                  
                  April
      9, 2012Todd
      Montgomery
                  
                  
                  400,000
                  
                  December
      11, 2008
                  
                  $
                  0.15
                  
                  December
      10, 2013Brent
      Walter
                  
                  
                  250,000
                  
                  December
      19, 2008
                  
                  $
                  0.30
                  
                  April
      9, 2012Brent
      Walter
                  
                  
                  50,000
                  
                  December
      11, 2008
                  
                  $
                  0.15
                  
                  December
      10, 2013Mason
      Douglas
                  
                  
                  250,000
                  
                  December
      19, 2008
                  
                  $
                  0.30
                  
                  April
      9, 2012Mason
      Douglas
                  
                  
                  400,000
                  
                  December
      11, 2008
                  
                  $
                  0.15
                  
                  December
      10, 2013Randal
      Ludwar
                  
                  
                  250,000
                  
                  December
      19, 2008
                  
                  $
                  0.30
                  
                  April
      9, 2012Randal
      Ludwar
                  
                  
                  50,000
                  
                  December
      11, 2008
                  
                  $
                  0.15
                  
                  December
      10, 2013Joseph
      Montgomery
                  
                  
                  250,000
                  
                  December
      19, 2008
                  
                  $
                  0.30
                  
                  April
      9, 2012Joseph
      Montgomery
                  
                  
                  50,000
                  
                  December
      11, 2008
                  
                  $
                  0.15
                  
                  December
      10, 2013Roger
      Hall
                  
                  
                  250,000
                  
                  December
      19, 2008
                  
                  $
                  0.30
                  
                  April
      9, 2012Roger
      Hall
                  
                  
                  400,000
                  
                  December
      11, 2008
                  
                  $
                  0.15
                  
                  December
      10, 2013Janet
      Shuttleworth
                  
                  
                  50,000
                  
                  December
      19, 2008
                  
                  $
                  0.30
                  
                  December
      31, 2009Joanne
      Hughes
                  
                  
                  50,000
                  
                  December
      19, 2008
                  
                  $
                  0.30
                  
                  April
      19, 2012Joanne
      Hughes
                  
                  
                  100,000
                  
                  December
      11, 2008
                  
                  $
                  0.15
                  
                  December
      10, 2013




42




No stock
options were exercised during the fiscal year ended June 30, 2009.





Other
Arrangements


See
above





Indebtedness
of Directors and Executive Officers





None.





43





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





As of
June 30, 2009, we have 60,198,500 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 % of
                                      
                                      Percentage of Class Heldof Beneficial Owner
                                      
                                      Common Stock
                                      
                                      ownershipPinetree
      Capital Ltd.
                                      
                                      
                                      7,498,043
                                      
                                      Record
                                      
                                      12.45%
      of common shares150
      King St. W., Ste 2500Toronto,
      ON  M5X 1A9Agosto
      Corporation Limited
                                      
                                      
                                      3,133,567
                                      
                                      Record
                                      
                                      5.20%
      of common shares30E
      Lower Halcyon HeightsLascelles,
      St. JamesBarbados
      BB24016NPT
      Fund
                                      
                                      
                                      4,374,822
                                      
                                      Record
                                      
                                      7.26%
      of common sharesc/o
      Ironshore PartnersP.
      O. Box 792West
      Bay Rd, Unit DTrafalgar
      Place, Grand CaymanCayman
      Islands  K1Y 1303




44




Name and Address
                                                      Of Beneficial Owner
                                                    
                                                    Number of Shares of
                                                      Common Stock
                                                    
                                                    
                                                    Percentage of Class HeldTodd
      D. Montgomery, CEO
                                                    
                                                    
                                                    4,185,524
                                                    (1)
                                                    
                                                    6.95
      % of Common Shares1025
      Grayson Cres.Moose
      Jaw, SASK S6H 4N7Joseph
      Montgomery, Chairman
                                                    
                                                    
                                                    500,000
                                                    (2)
                                                    
                                                    0.83
      % of Common Shares878
      W. 27th
      AvenueVancouver,
      BC  V5Z 2G7Randal
      Ludwar, CFO
                                                    
                                                    
                                                    500,000
                                                    
                                                    
                                                    0.83
      % of Common Shares1215
      Mayberry CrescentMoose
      Jaw, SASK  S6H 6X7Brent
      Walter
                                                    
                                                    
                                                    1,100,000
                                                    (3)
                                                    
                                                    1.84
      % of Common Shares2417
      – 32nd Avenue SWCalgary,
      AB  T2T 1X4Mason
      Douglas, President
                                                    
                                                    
                                                    550,000
                                                    
                                                    
                                                    0.91
      % of Common Shares5542
      Henwood St., S.W.Calgary,
      AB  T3E 6Z3Roger
      Hall, COO
                                                    
                                                    
                                                    175,000
                                                    
                                                    
                                                    0.29%
      of Common SharesHC73,
      Box 36Franklin,
      West Virginia 26807Joanne
      Hughes, Corporate Secretary
                                                    
                                                    
                                                    55,000
                                                    
                                                    
                                                    0.09%
      of Common Shares1415
      Hazelton Blvd., #32Burlington,
      ON L7P 4W6TOTAL
                                                    
                                                    
                                                    7,065,524
                                                    
                                                    
                                                    11.74%




(1)
            88,500
      of Todd Montgomery’s shares are held by Nevada Refinery Inc. a Nevada
      corporation owned by Mr.
Montgomery.




(2)
            400,000
      of Joseph Montgomery’s shares are held by his 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 11.74% of the issued and
outstanding shares of Infrastructure Materials Corp.





45




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




Roger
Hall, COO received  total compensation of $ $156,370 for the period
July 1, 2008 to June 30, 2009 in connection with his services as senior
geologist.





Janet
Shuttleworth, our former Treasurer and Corporate Secretary, was paid $27,476
from July 1, 2008 to December 31, 2008. 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, our Corporate Secretary, received compensation of $4,110 from July 1,
2008 to July 30, 2008 and from January 1, 2009 to June 30, 2009 she received
$24,725.





Mason
Douglas, President and a member of the Company’s Board of Directors, received
total compensation of $102,000.





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.





Nevada
Refinery Inc., a corporation substantially owned by Todd Montgomery, sold assets
to the Company as described in “PROPERTIES”.





In
November of 2008, we acquired Infrastructure Materials Corp US (“IMC US”), a
Nevada Corporation, pursuant to a Share Exchange Agreement (the “Agreement”)
between the Company, IMC US and Todd D. Montgomery dated November 7, 2008. Mr.
Montgomery was the sole shareholder of IMC US in addition to serving as the
Company’s Chief Executive Officer and as a member of it’s Board of
Directors.  The Agreement was approved by the disinterested members of
the Company’s Board of Directors on November 6, 2008.  Under the terms
of the Agreement, 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 at agreed
price of $0.50 per share. The transaction is measured at the fair value, being
the market value of the equity instruments delivered on the transaction date.
The fair value of 397,024 shares issued was measured at $31,762. For the period
from November 7, 2008 to June 30, 2009 the loss of earnings from IMC US was
$1,266,245.




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, 2008.





Audit
Fees.  The Company expensed audit and audit related fees for Schwartz
Levitsky Feldman, LLP of approximately $17,000 for the fiscal year ended June
30, 2009 and $28,693 for the fiscal year ended June 30, 2008.





PART IV





Item 15.Exhibits, Financial
Statement Schedules





The
amended and restated Financials Statements and Report of Schwartz Levitsky
Feldman, LLP for the year ended June 30, 2009 and for the year ended June 30,
2008 are filed as part of this report.




46




Index to
Exhibits





Consent
      of Schwartz Levitsky Feldman LLP Independent Auditors dated October 29,
      2010
                
                23.1Certification
      by the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
                
                31.1Certification
      by the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
                
                31.2Certification
      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
      2002
                
                32.1Report
      of Schwartz Levitsky Feldman, LLP
                
                F-1





In
addition, the following reports are incorporated by
reference.





Current
Report of Form 8-K “Item 3.02 – Unregistered Sale of Securities,” dated August
1, 2008





Current
Report on Form 8-K “Item 5.01-Departure of Directors or Certain Officers;
Appointment of Certain Officers” and “Item 8.01, Other Events,” dated August 12,
2008





Current
Report of Form 8-K “Item 3.02 – Unregistered Sale of Securities,” dated August
15, 2008





Current
Report of Form 8-K “Item 1.01 – Entry into a Material Definitive Agreement,”
dated November 7, 2008





Current
Report of Form 8-K “Item 5.03 – Amendment of Incorporation or By-laws,” dated
December 1, 2008





Current
Report of Form 8-K “Item 5.02 – Departure of Directors or Certain Officers;
Appointment of Certain Officers ,” dated January 2, 2009





47





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/A
to be signed on its behalf by the undersigned, thereunto duly authorized, on
the 29th day of
October, 2010.





SIGNATURE
                
                TITLE
                
                DATE/s/Todd D. Montgomery
                
                Chief
      Executive Officer
                
                October
      29, 2010Todd
      D. Montgomery/s/Mason Douglas
                
                President
                
                October
      29, 2010Mason Douglas/s/Rakesh Malhotra
                
                Chief
      Financial Officer
                
                October
      29, 2010Rakesh Malhotra





SIGNATURE
                  
                  TITLE
                  
                  DATE/s/Todd D. Montgomery
                  
                  Chief
      Executive Officer and Director
                  
                  October
      29, 2010Todd
      D. Montgomery/s/Mason Douglas
                  
                  President
      and Director
                  
                  October
      29, 2010Mason
      Douglas/s/ Randal Ludwar
                  
                  Director
                  
                  October
      29, 2010Randal
      Ludwar/s/ Joseph MontgomeryJoseph
      Montgomery
                  
                  Chairman
      of the Board and Director
                  
                  October
      29, 2010/s/ Brent WalterBrent
      Walter
                  
                  Director
                  
                  October
      29, 2010





48





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)




RESTATED CONSOLIDATED
FINANCIAL STATEMENTS




YEARS
ENDED JUNE 30, 2009 AND 2008




(Amounts
expressed in US Dollars)




CONTENTS





Report
      of Independent Registered Public Accounting Firm
                
                F-1Restated
      Consolidated Balance Sheets as of June 30, 2009 and June 30,
      2008
                
                F-2Restated
      Consolidated Statements of Operations for the years ended June 30,
      2009 and June 30, 2008 and for the period from inception (June 3,
      1999) to June 30, 2009
                
                F-3Restated
      Consolidated Statements of Changes in Stockholders' Equity for the years
      ended June 30, 2009 and June 30, 2008 and for the period from inception
      (June 3, 1999) to June 30, 2009
                
                F-4Restated
      Consolidated Statements of Cash Flows for the years ended June 30,
      2009 and June 30, 2008 and for the period from inception (June 3,
      1999) to June 30, 2009
                
                F-5Notes
      to Restated Consolidated Financial Statements
                
                F-6









Schwartz
Levitsky Feldman llp
 CHARTERED
ACCOUNTANTS
 LICENSED
PUBLIC ACCOUNTANTS
 TORONTO· MONTREAL




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 restated consolidated balance sheets of Infrastructure
Materials Corp. (the company) as at June 30, 2009 and 2008 and the related
restated consolidated statements of operations, cash flows and stockholders’
equity for the years ended June 30, 2009 and 2008 and for the period from
incorporation to June 30, 2009.  These restated consolidated financial
statements are the responsibility of the Company’s management.  Our
responsibility is to express an opinion on these restated 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 restated 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 restated consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the company
as at June 30, 2009 and 2008 and the results of its operations and its cash
flows for the years ended June 30, 2009 and 2008 and for the period from
incorporation to June 30, 2009 in conformity with United States generally
accepted accounting principles.
 
 As
discussed in note 15 to the restated consolidated financial statements, the
financial statements have been restated to expense the fair value of warrant
modifications for the fiscal years 2009 and 2008.




“SCHWARTZ
      LEVITSKY FELDMAN LLP”Toronto,
      Ontario, Canada
                    Chartered
      AccountantsAugust
      6, 2009, except for note 14 which is as of
                    Licensed
      Public
Accountants


September
      14, 2009 and note 15 which is as of
                                                        October 25, 20101167
      Caledonia RoadToronto,
      Ontario M6A 2X1Tel:  416
      785 5353Fax:  416
      785 5663





F-1




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Restated
Consolidated Balance Sheet as at


June 30,
2009 and 2008


(Amounts
expressed in US Dollars)





2009
                        
                        
                        2008(Restated)
                        
                        
                        (Restated)(See Note 15)$
                        
                        
                        $ASSETSCurrentCash
      and cash equivalents
                        
                        
                        420,266
                        
                        
                        
                        1,553,855Short-term
      investments
                        
                        
                        3,116,803
                        
                        
                        
                        -Prepaid
      expenses
                        
                        
                        205,482
                        
                        
                        
                        155,546Total
      Current Assets
                        
                        
                        3,742,551
                        
                        
                        
                        1,709,401Plant
      and Equipment, net (note 4)
                        
                        
                        1,141,920
                        
                        
                        
                        1,340,836Total
      Assets
                        
                        
                        4,884,471
                        
                        
                        
                        3,050,237LIABILITIESCurrentAccounts
      payable
                        
                        
                        187,000
                        
                        
                        
                        157,516Accrued
      liabilities (note 12)
                        
                        
                        83,901
                        
                        
                        
                        192,886Total
      Current Liabilities
                        
                        
                        270,901
                        
                        
                        
                        350,402Total
      Liabilities
                        
                        
                        270,901
                        
                        
                        
                        350,402Commitments
      and Contingencies (note 8)Related
      Party Transactions (note 11)STOCKHOLDERS'
      EQUITYCapital
      Stock (note 5)Common
      stock, $0.0001 par value, 100,000,000 shares authorized, 60,198,500 issued
      and outstanding (2008 - 43,785,569)
                        
                        
                        6,020
                        
                        
                        
                        4,379Additional
      Paid-in Capital
                        
                        
                        18,415,795
                        
                        
                        
                        11,583,224Deferred
      Stock Compensation (note 7)
                        
                        
                        (187,500
                        )
                        
                        
                        (1,312,500
                        )Deficit
      Accumulated During the Exploration Stage
                        
                        
                        (13,620,745
                        )
                        
                        
                        (7,575,268
                        )Total
      Stockholders' Equity
                        
                        
                        4,613,570
                        
                        
                        
                        2,699,835Total
      Liabilities and Stockholders' Equity
                        
                        
                        4,884,471
                        
                        
                        
                        3,050,237




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




F-2




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Restated
Consolidated Statements of Operations and Comprehensive Loss for
the


Years
Ended June 30, 2009 and 2008 and the Period from Inception (June 3, 1999) to
June 30, 2009


(Amounts
expressed in US Dollars)


CumulativeSinceInception2009
                                  
                                  
                                  2008(Restated)
                                  
                                  
                                  (Restated)
                                  
                                  
                                  (Restated)(See
      Note 15)
                                  
                                  
                                  (See
      Note 15)
                                  
                                  
                                  (See
      Note 15)$
                                  
                                  
                                  $
                                  
                                  
                                  $ExpensesGeneral
      and administrative
                                  
                                  
                                  6,792,442
                                  
                                  
                                  
                                  3,472,024
                                  
                                  
                                  
                                  2,627,129Project
      expenses
                                  
                                  
                                  6,381,719
                                  
                                  
                                  
                                  2,409,468
                                  
                                  
                                  
                                  1,836,077Amortization
                                  
                                  
                                  711,393
                                  
                                  
                                  
                                  214,204
                                  
                                  
                                  
                                  249,842Total
      Operating Expenses
                                  
                                  
                                  13,885,554
                                  
                                  
                                  
                                  6,095,696
                                  
                                  
                                  
                                  4,713,048Loss
      from Operations
                                  
                                  
                                  (13,885,554
                                  )
                                  
                                  
                                  (6,095,696
                                  )
                                  
                                  
                                  (4,713,048
                                  )Interest
      Income
                                  
                                  
                                  355,262
                                  
                                  
                                  
                                  50,219
                                  
                                  
                                  
                                  98,422Interest
      Expense
                                  
                                  
                                  (90,453
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (20,839
                                  )Loss
      before Income Taxes
                                  
                                  
                                  (13,620,745
                                  )
                                  
                                  
                                  (6,045,477
                                  )
                                  
                                  
                                  (4,635,465
                                  )Provision
      for income taxes
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Net
      Loss and Comprehensive Loss
                                  
                                  
                                  (13,620,745
                                  )
                                  
                                  
                                  (6,045,477
                                  )
                                  
                                  
                                  (4,635,465
                                  )Loss
      per Weighted Average Number of Shares Outstanding- Basic and Fully
      Diluted
                                  
                                  
                                  
                                  
                                  
                                  
                                  (0.11
                                  )
                                  
                                  
                                  (0.11
                                  )Basic
      Weighted Average Number of Shares Outstanding During the
    Years-
      Basic and Fully Diluted
                                  
                                  
                                  
                                  
                                  
                                  
                                  53,763,595
                                  
                                  
                                  
                                  40,987,468





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




F-3




INFRASTRUCTURE
MATERIALS CORP.
 (
FORMERLY SILVER RESERVE CORP. )
 (AN
EXPLORATION STAGE MINING COMPANY)
 Restated
Consolidated Statements of Changes in Stockholder’s Equity for the
 Years
Ended June 30, 2009 and 2008 and the Period from Inception (June 3, 1999) to
June 30, 2009
 (Amounts
expressed in US Dollars)


DeficitAccumulatedCommon
      Stock
                                                                      
                                                                      
                                                                      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 of 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 ofinterests
      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 15)
                                                                      
                                                                      
                                                                      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 15)
                                                                      
                                                                      
                                                                      60,198,500
                                                                      
                                                                      
                                                                      
                                                                      6,020
                                                                      
                                                                      
                                                                      
                                                                      18,415,795
                                                                      
                                                                      
                                                                      
                                                                      (187,500
                                                                      )
                                                                      
                                                                      
                                                                      (13,620,745
                                                                      )
                                                                      
                                                                      
                                                                      4,613,570








F-4




INFRASTRUCTURE
MATERIALS CORP.
 (FORMERLY
SILVER RESERVE CORP.)
 (AN
EXPLORATION STAGE MINING COMPANY)
 Restated
Consolidated Statements of Cash Flows for the
 Years
Ended June 30, 2009 and 2008 and the Period from Inception (June 3, 1999) to
June 30, 2009
 (Amounts
expressed in US Dollars)


CumulativeSinceInception
                              
                              
                              2009
                              
                              
                              2008(Restated)
                              
                              
                              (Restated)
                              
                              
                              (Restated)(See Note 15)
                              
                              
                              (See Note 15)
                              
                              
                              (See Note 15)$
                              
                              
                              $
                              
                              
                              $Cash Flows from Operating
      ActivitiesNet
      loss
                              
                              
                              (13,620,745
                              )
                              
                              
                              (6,045,477
                              )
                              
                              
                              (4,635,465
                              )Adjustments
      for:Amortization
                              
                              
                              711,393
                              
                              
                              
                              214,204
                              
                              
                              
                              249,842Amortization
      of debt issuance cost
                              
                              
                              247,490
                              
                              
                              
                              -
                              
                              
                              
                              82,555Stock
      based compensation
                              
                              
                              983,348
                              
                              
                              
                              814,050
                              
                              
                              
                              139,272Warrant
      modification expense
                              
                              
                              1,191,096
                              
                              
                              
                              346,673
                              
                              
                              
                              844,423Shares
      issued for mineral claims, as part of project expenses
                              
                              
                              1,452,650
                              
                              
                              
                              -
                              
                              
                              
                              105,000Shares
      issued for consultant services expensed
                              
                              
                              2,164,000
                              
                              
                              
                              1,168,500
                              
                              
                              
                              995,500Impairment
      of goodwill on acquisition of subsidiary
                              
                              
                              31,762
                              
                              
                              
                              31,762
                              
                              
                              
                              -Interest
      on convertible debentures
                              
                              
                              90,453
                              
                              
                              
                              -
                              
                              
                              
                              20,839Changes
      in non-cash working capitalPrepaid
      expenses
                              
                              
                              (205,482
                              )
                              
                              
                              (49,936
                              )
                              
                              
                              (126,121
                              )Accounts
      payable
                              
                              
                              187,000
                              
                              
                              
                              29,484
                              
                              
                              
                              70,270Accrued
      liabilities
                              
                              
                              84,342
                              
                              
                              
                              (108,985
                              )
                              
                              
                              80,879Net
      cash used in operating activities
                              
                              
                              (6,682,693
                              )
                              
                              
                              (3,599,725
                              )
                              
                              
                              (2,173,006
                              )Cash
      Flows from Investing ActivitiesDecrease
      (Increase) in Short-term investments
                              
                              
                              (3,116,803
                              )
                              
                              
                              (3,116,803
                              )
                              
                              
                              1,124,059Acquisition
      of plant and equipment for cash
                              
                              
                              (89,772
                              )
                              
                              
                              (15,288
                              )
                              
                              
                              (36,454
                              )Proceeds
      from sale of plant and equipment
                              
                              
                              2,500
                              
                              
                              
                              -
                              
                              
                              
                              -Net
      cash provided (used) in investing activities
                              
                              
                              (3,204,075
                              )
                              
                              
                              (3,132,091
                              )
                              
                              
                              1,087,605Cash
      Flows from Financing ActivitiesIssuance
      of common shares for cash
                              
                              
                              4,790,740
                              
                              
                              
                              3,520,000
                              
                              
                              
                              -Issuance
      of common shares for warrant exercises
                              
                              
                              2,225,227
                              
                              
                              
                              2,225,227
                              
                              
                              
                              -Issuance
      of convertible debentures subsequently converted to stock
                              
                              
                              3,501,067
                              
                              
                              
                              -Stock
      and debenture placement commissions paid in cash
                              
                              
                              (210,000
                              )
                              
                              
                              (147,000
                              )
                              
                              
                              -Net
      cash provided by financing activities
                              
                              
                              10,307,034
                              
                              
                              
                              5,598,227
                              
                              
                              
                              -Net
      Change in Cash
                              
                              
                              420,266
                              
                              
                              
                              (1,133,589
                              )
                              
                              
                              (1,085,401
                              )Cash
      - beginning of year
                              
                              
                              -
                              
                              
                              
                              1,553,855
                              
                              
                              
                              2,639,256Cash
      - end of year
                              
                              
                              420,266
                              
                              
                              
                              420,266
                              
                              
                              
                              1,553,855Supplemental
      Cash Flow InformationInterest
      paid
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Income
      taxes paid
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -





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




F-5




INFRASTRUCTURE
MATERIALS CORP.
 (FORMERLY
SILVER RESERVE CORP.)
 (AN
EXPLORATION STAGE MINING COMPANY)
 Notes
to the Restated Consolidated Financial Statements
 June
30, 2009 and 2008
 (Amounts
expressed in US Dollars)





1.
            Nature ofBusiness andOperations





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 operates with the intent of exploration and extraction of limestone,
silver and other metals in the States of Nevada and Idaho.





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 mining properties. Mineral property exploration costs are
expensed as incurred.  Mineral property payments are capitalized only
if the Company is able to allocate any economic value beyond proven and probable
reserves. 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.  For
the purpose of preparing financial information, the Company is unable to
allocate any economic value beyond proven and probable reserves and hence all
property payments are considered to be impaired and accordingly written off to
project expense. 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 reserves is
completed.  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.




Mineral
property acquisition costs will also be capitalized in accordance with the FASB
Emerging Issues Task Force ("EITF") Issue 04-2 when management has determined
that probable future benefits consisting of a contribution to future cash
inflows have been identified and that adequate financial resources are available
or are expected to be available as required to meet the terms of property
acquisition and budgeted exploration and development expenditures. Mineral
property payments are expensed as incurred if the criteria for capitalization is
not met.




To date,
mineral property exploration costs have been expensed as incurred. As of the
date of these financial statements, the Company has incurred only property
payments and exploration costs which have been expensed. To date the Company has
not established any proven or probable reserves on its mineral
properties.





In
November of 2008, the Company expanded its business focus to include the
exploration and, if warranted, development of cement grade limestone properties,
also located in the States of Nevada and Idaho.  The Company acquired
as a wholly-owned subsidiary Infrastructure Materials Corp US (“IMC US”), a
Nevada Corporation, pursuant to a Share Exchange Agreement (the “Agreement”)
between the Company, IMC US and Todd D. Montgomery dated as of November 7, 2008.
Mr. Montgomery was the sole shareholder of IMC US in addition to serving as the
Company’s Chief Executive Officer and as a member of its Board of
Directors.





F-6






INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




1.
            Nature
      of Business and Operations -Cont’d




The
Agreement was approved by the disinterested members of the Company’s Board of
Directors on November 6, 2008.  Under the terms of the Agreement, 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 at agreed price of $0.50 per
share. The transaction is measured at the fair value, being the market value of
the equity instruments delivered on the transaction date. The fair value of
397,024 shares issued was measured at $31,762. For the period from November 7,
2008 to June 30, 2009 the loss of earnings from IMC US was
$1,266,245.





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





Subsequent
to the acquisition of IMC US, it was determined that the Goodwill was
impaired.





IMC US
controls eight limestone Projects in Nevada made up of 1232 mineral claims
covering 25,453 acres and has leased 100% of the Mineral Rights on an additional
1,120 acres and 50% of the Mineral Rights on 6,740 acres. In addition IMC US
controls one limestone project in Idaho made op of 138 mineral claims covering
2851 acres. The Company does not consider the claims or mineral rights to be
material at this time and has expensed this cost to project
expense.  The Company’s assessment of the claims and mineral rights
may change after exploration of the claims.  Subsequent to year end,
613 mineral claims in Nevada and 84 mineral claims in Idaho were abandoned.
Please refer to the subsequent events section of this report.





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 “Silver Reserve”. The Company assigned all of its fourteen
silver/base metal projects in Nevada to this subsidiary.  The fourteen
claim groups contained 702 claims covering 14,503 acres.  The Company
does not consider the claims to be material at this time and has expensed this
cost to project expense.  The Company’s assessment of the claims may
change after exploration of the claims.  Subsequent to year end, 174
mineral claims in Nevada were abandoned.  Please refer to the
subsequent events section of this report.





The
consolidated financial statements include the accounts of the Company and its
subsidiaries, Infrastructure Materials Corp US and Silver Reserve
Corp.  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.




F-7




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




2.
            Exploration
      Stage Activities – Cont’d




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
$13,620,745 from inception to June 30, 2009.  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 prior year as stock subscription) through 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 three month period ended March 31, 2009 as a
result of warrant exercises the Company issued common stock for proceeds of
$2,225,227. 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 include money market instruments and commercial paper carried at the
lower of cost or market value.





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 mining properties. Mineral property exploration costs are
expensed as incurred. Mineral property payments are capitalized only if the
Company is able to allocate any economic value beyond proven and probable
reserves. 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. For the purpose of preparing financial information, the Company is
unable to allocate any economic value beyond proven and probable reserves and
hence all property payments are considered to be impaired and accordingly
written off to project expense. 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 reserves is completed. 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.




F-8




INFRASTRUCTURE
MATERIALS CORP.
 (FORMERLY
SILVER RESERVE CORP.)
 (AN
EXPLORATION STAGE MINING COMPANY)
 Notes
to the Restated Consolidated Financial Statements
 June
30, 2009 and 2008
 (Amounts
expressed in US Dollars)


3.     Summary
of Significant Accounting Policies –Cont’d




Mineral
property acquisition costs will also be capitalized in accordance with the FASB
Emerging Issues Task Force ("EITF") Issue 04-2 when management has determined
that probable future benefits consisting of a contribution to future cash
inflows have been identified and that adequate financial resources are available
or are expected to be available as required to meet the terms of property
acquisition and budgeted exploration and development expenditures. Mineral
property payments are expensed as incurred if the criteria for capitalization is
not met.




To date,
mineral property exploration costs have been expensed as incurred. As of the
date of these financial statements, the Company has incurred only property
payments and exploration costs which have been expensed. 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 methodMolds
                    
                    
                    30
                    %
                    declining
      balance methodMobile
      Equipment
                    
                    
                    20
                    %
                    declining
      balance methodFactory
      Buildings
                    
                    
                    5
                    %
                    declining
      balance
method




e)  Debt Issuance
Costs




Debt
issuance costs represent expenses incurred by the Company in connection with the
convertible debentures transactions. These charges are deferred and amortized
over the term of the related debenture facilities.




The
Company also defers the direct incremental costs of raising capital until such
time as the offering is completed. At the time of the completion of the
offering, the costs are charged against the capital raised.  Should
the offering be terminated, deferred offering costs are charged to operations
during the period in which the offering is terminated. As of June 30, 2009, the
Company had expensed $nil (2008 - $82,555) in deferred offering
costs.


F-9




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




3.
            Summary
      of Significant Accounting Policies –
Cont’d




f)          Impairment of Long-lived
Assets




In
accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal 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.




g)         Asset Retirement
Obligation




The
Company accounts for asset retirement obligations in accordance with Financial
Accounting Standards Board ("FASB") Statement No. 143, "Accounting for Asset
Retirement Obligations" (“Statement 143”), 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





The
Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
for 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





The
Company adopted Statement of Financial Accounting Standards ("FAS") No. 128,
"Earnings per Share" which requires disclosure in the financial statements of
"basic" and "diluted" 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, 2009 and 2008 that have been included in dilutive loss
per share calculation as the effects would have been anti-dilutive. At June 30,
2009, there were 4,639,583 options from the 2006 Stock Option Plan and 2,615,442
warrants outstanding.


F-10




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




3.
            Summary
      of Significant Accounting Policies
–Cont’d





At June
30, 2008, there were 2,600,000 options from the 2006 Stock Option Plan and
7,702,348 warrants outstanding.




k)    Fair Value of Financial
Instruments




The
estimated fair value of financial instruments has been determined by the Company
using available market information and valuation
methodologies.  Considerable judgment is required in estimating fair
value.  Accordingly, the estimates may not be indicative of the
amounts the Company could realize in a current market exchange.  As of
June 30, 2009 and 2008 the carrying value of financial instruments approximates
their fair value due to the short-term maturity of these
instruments.




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 dollar. The
Company is therefore subject to gains or losses due to fluctuations in Canadian
currency relative to the US dollar.





Long-term Financial
Instruments





The fair
value of each of the Company’s long-term financial assets and debt instruments
is based on the amount of future cash flows associated with each instrument
discounted using an estimate of what the Company’s current borrowing rate for
similar instruments of comparable maturity would be.





l) Stock Based
Compensation





All
awards granted to employees and non-employees after June 30, 2005 are valued at
fair value in accordance with the provisions of SFAS 123 (R) 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 in accordance with SFAS No. 123 and the conclusions reached by the
Emerging Issues Task Force (“EITF”) in Issue No. 96-18, “Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring or in
Conjunction with Selling Goods or Services”.  Costs are measured at
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
defined by EITF No. 96-18.





As of
June 30, 2009 there was $179,934 (2008 - $187,397) 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, 2009 and 2008 was $814,050 and $139,272
respectively.


F-11




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




3.
            Summary
      of Significant Accounting
Policies-Cont’d




m)    Concentration of Credit
Risk




SFAS No.
105, "Disclosure of Information about Financial Instruments with Off-Balance
Sheet Risk and Financial Instruments with Concentration of Credit Risk",
requires disclosure of any significant off-balance sheet risk and credit risk
concentration.  The Company does not have significant off-balance
sheet risk or credit concentration.




n)     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 for stock based
compensation.




o)     Comprehensive
Income




The
Company has adopted SFAS No. 130 Reporting Comprehensive Income. This standard
requires companies to disclose comprehensive income in their 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.




p)     Recent Accounting
Pronouncements





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”.
This Statement replaces SFAS No. 141, Business Combinations. This
Statement retains the fundamental requirements in Statement 141 that the
acquisition method of accounting (which Statement 141 called the purchase method) be used for
all business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS
No. 141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company’s fiscal year beginning May 1, 2009. The
Company is currently assessing the impact of FAS 141(R).





In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for the Company’s fiscal
year beginning May 1, 2009. The Company is currently assessing the impact of FAS
160.




F-12




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




3.
            Summary
      of Significant Accounting
Policies-Cont’d




In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement
No. 133” (“FAS 161”). FAS 161 changes the disclosure requirements
for derivative instruments and hedging activities. Entities are required to
provide enhanced disclosures about (a) how and why an entity uses
derivative instruments,  (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance, and cash
flows. The guidance in FAS 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. The Company is
currently assessing the impact of FAS 161.




In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"). SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. GAAP for non governmental entities. SFAS 162
is effective 60 days following the Securities and Exchange Commission's approval
of the Public Company Accounting Oversight Board auditing amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles." The Company does not expect SFAS 162 to have a
material effect on its consolidated financial statements.




In May
2008, the FASB issued Statement of Financial Accounting Standards No. 163 ("SFAS
163"), "Accounting for Financial Guarantee Insurance Contracts – an
interpretation of FASB Statement No. 60." SFAS 163 prescribes accounting for
insures of financial obligations, bringing consistency to recognizing and
recording premiums and to loss recognition. SFAS 163 also requires expanded
disclosures about financial guarantee insurance contracts. Except for some
disclosures, SFAS 163 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. The adoption of SFAS 163 will not have
an impact on the results of operations or financial position of the
Company.





In April
2009, the FASB issued FSP FAS 115-2 and FAS 124-2. This FSP amends SFAS 115,
“Accounting for Certain Investments in Debt and Equity Securities,” SFAS 124,
“Accounting for Certain Investments Held by Not-for-Profit Organizations,” and
EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on
Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held
by a Transferor in Securitized Financial Assets,” to make the
other-than-temporary impairments guidance more operational and to improve the
presentation of other-than-temporary impairments in the financial statements..
This FSP provides increased disclosure about the credit and noncredit components
of impaired debt securities that are not expected to be sold and also requires
increased and more frequent disclosures regarding expected cash flows, credit
losses, and an aging of securities with unrealized losses. Although this FSP
does not result in a change in the carrying amount of debt securities, it does
require that the portion of an other-than-temporary impairment not related to a
credit loss for a held-to-maturity security be recognized in a new category of
other comprehensive income and be amortized over the remaining life of the debt
security as an increase in the carrying value of the security. This FSP shall be
effective for interim and annual periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15,
2009.  The Company is currently evaluating this new FSP but does not
believe that it will have a significant impact on the determination or reporting
of the financial results.


F-13




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





3.
            Summary
      of Significant Accounting
Policies-Cont’d





In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and
APB 28-1”). FSP FAS 107-1 and APB 28-1 require companies to disclose in
interim financial statements the fair value of financial instruments within the
scope of FASB Statement No. 107, Disclosures about Fair Value of Financial
Instruments. The fair-value information disclosed in the footnotes must be
presented together with the related carrying amount, making it clear whether the
fair value and carrying amount represent assets or liabilities and how the
carrying amount relates to what is reported in the balance sheet. FSP
FAS 107-1 and APB 28-1 also requires that companies disclose the method or
methods and significant assumptions used to estimate the fair value of financial
instruments and a discussion of changes, if any, in the method or methods and
significant assumptions during the period. The FSP shall be applied
prospectively and is effective for interim and annual periods ending after
June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. The Company is currently evaluating this new FSP and the
impact it will have on the determination or reporting of the financial
results.





In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" (“SFAS 165”). SFAS 165
sets forth the period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. SFAS 165 will be effective for interim or
annual period ending after June 15, 2009 and will be applied prospectively. The
Company does not anticipate the adoption of SFAS 165 will have an impact on its
consolidated results of operations or consolidated financial
position.





In June
2009, the FASB issued SFAS No. 168, “The FASB accounting standard codification”
and the Hierarchy of Generally Accepted Accounting Principles (“Codification”)
which supersedes all existing accounting standards and will become the single
source of authoritative non –governmental US GAAP. All the accounting literature
not included in the Codification will be considered non-authoritative. The
Codification was implemented on July 1, 2009 and will be effective for interim
and annual periods after September 15, 2009.


F-14




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





4.
            Plant
      and Equipment, Net





June 30, 2009
                      
                      
                      June 30, 2008Accumulated
                      
                      
                      
                      
                      
                      AccumulatedCost
                      
                      
                      Depreciation
                      
                      
                      Cost
                      
                      
                      Depreciation$
                      
                      
                      $
                      
                      
                      $
                      
                      
                      $Office,
      furniture and fixtures
                      
                      
                      18,830
                      
                      
                      
                      8,506
                      
                      
                      
                      17,573
                      
                      
                      
                      6,036Computer
      equipment
                      
                      
                      6,571
                      
                      
                      
                      3,405
                      
                      
                      
                      6,408
                      
                      
                      
                      2,049Leasehold
      improvements
                      
                      
                      16,230
                      
                      
                      
                      14,815
                      
                      
                      
                      16,230
                      
                      
                      
                      9,405Plant
      and Machinery
                      
                      
                      1,514,677
                      
                      
                      
                      557,350
                      
                      
                      
                      1,514,511
                      
                      
                      
                      387,851Tools
                      
                      
                      6,725
                      
                      
                      
                      3,281
                      
                      
                      
                      5,781
                      
                      
                      
                      2,186Vehicles
                      
                      
                      76,407
                      
                      
                      
                      24,276
                      
                      
                      
                      63,481
                      
                      
                      
                      12,566Consumables
                      
                      
                      64,197
                      
                      
                      
                      54,835
                      
                      
                      
                      64,197
                      
                      
                      
                      45,473Molds
                      
                      
                      900
                      
                      
                      
                      569
                      
                      
                      
                      900
                      
                      
                      
                      427Mobile
      Equipment
                      
                      
                      73,927
                      
                      
                      
                      34,244
                      
                      
                      
                      73,927
                      
                      
                      
                      24,323Factory
      Buildings
                      
                      
                      74,849
                      
                      
                      
                      10,112
                      
                      
                      
                      74,849
                      
                      
                      
                      6,7051,853,313
                      
                      
                      
                      711,393
                      
                      
                      
                      1,837,857
                      
                      
                      
                      497,021Net
      carrying amount
                      
                      
                      
                      
                      
                      
                      1,141,920
                      
                      
                      
                      1,340,836Amortization
      charges
                      
                      
                      
                      
                      
                      
                      214,204
                      
                      
                      
                      249,842


F-15




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





5.
            Issuance
      of common shares and warrants




Year ended June 30,
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 Shares may not be sold unless
registered or an exemption from registration, such as Rule 144 promulgated under
the Securities Act, is available.   The said 1,500,000 Shares
were tendered in one certificate upon execution of the agreement and Brehnam is
deemed to have possession of all of the Shares.  Brehnam must return
any unearned Shares if the agreement is terminated early. As of the date of this
report the shares are fully earned however on July 6, 2009 the contract was
amended. See Note 14 subsequent events.





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 Shares may not be sold unless registered or an exemption
from registration, such as Rule 144 promulgated under the Securities Act, is
available.   The said 1,500,000 Shares were tendered in one
certificate upon execution of the agreement and Costa is deemed to have
possession of all of the Shares.  Costa must return any unearned
Shares if the agreement is terminated early. As of the date of this report the
shares are fully earned however on July 6, 2009 the contract was amended. See
Note14 subsequent events.





During
the three-month period ended December 31, 2007, 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 a purchase 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
convertible debentures had a maturity of December 31, 2007 and an interest rate
of 2% per annum.  Pursuant to the terms of the convertible debentures,
the Company had the option of paying interest in Shares or in
cash.  The Company elected to pay interest in Shares, which were
restricted upon issuance.  An aggregate of 184,596 Shares were issued
upon the conversion of the convertible debentures as payment of interest
converted at one Share for each $0.49 of interest.





The
Company entered into an asset purchase agreement with Roger Hall, effective as
of February 15, 2008, to acquire a 100% interest in certain mineral claims
located in Nye County, Nevada that were owned by Mr. Hall.  Upon
closing of the Agreement, the Company issued to Mr. Hall 175,000 shares of the
Company’s common stock valued at $105,000 and paid him $5,000 as consideration
for the mineral claims.  Mr. Hall is the Company’s Chief Operating
Officer and a member of its Board of Directors.  The Agreement was
approved by the disinterested members of the Company’s Board of
Directors.  The Company does not consider the claims purchased to be
material assets at this time and expensed this cost to project
expense.  The Company’s assessment may change after exploration of the
claims.


F-16




INFRASTRUCTURE
MATERIALS CORP.
 (FORMERLY
SILVER RESERVE CORP.)
 (AN
EXPLORATION STAGE MINING COMPANY)
 Notes
to the Restated Consolidated Financial Statements
 June
30, 2009 and 2008
 (Amounts
expressed in US Dollars)


5.
            Issuance
      of common shares and warrants  -
  Cont’d





On March
12, 2008 the Company entered into an agreement effective as of March 3, 2008,
with Endeavor Holdings, Inc. (“Endeavor”) pursuant to which Endeavor was
retained to provide general marketing and business consulting services to the
Company for a period of 12 months.  Under the terms of the agreement,
the Company is required to issue to Endeavor 25,000 Shares and $5,000 each month
during the term of the agreement.  The Company issued 100,000
restricted common shares valued at $58,000 prior to June 30, 2008.




Year ended June 30,
2009





The
Company issued 25,000 common shares to Endeavor Holdings, Inc. on July 1, August
1 and September 1, of 2008 for a total of 175,000 common shares valued at
$42,500 in accordance with the terms of the contract dated March 3,
2008.  The contract was terminated on October 1, 2008.





On August
12, 2008, the Company announced that it entered into a non-binding letter of
intent (the “LOI”) dated as of August 12, 2008 to acquire, as a wholly-owned
subsidiary, Infrastructure Materials Corp US (“IMC US”), a Nevada
corporation.  The Company completed the acquisition of all of the
outstanding shares of IMC US 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.





Under the
terms of the Share Exchange Agreement, Mr. Montgomery received 397,024 Shares of
the Company at an agreed value of $0.50 per Share which was accounted at the
fair value on the date of transaction, in exchange for all of the outstanding
shares of IMC US.  The transaction is measured at the fair value,
being the market value of the equity instruments delivered on the transaction
date.  The fair value of 397,024 Shares issued 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 has 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 received an election to purchase 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 provided that the exercise
price be reduced from $0.75 per Share 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 to purchase convertible debentures as part of the
commission due the agents who placed the offering of common shares and
convertible debentures.  These 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 the
original expiry of June 30, 2007 to December 31, 2007 and further extended to
December 31, 2008 and further extended to December 31, 2009.


F-17




INFRASTRUCTURE
MATERIALS CORP.
 (FORMERLY
SILVER RESERVE CORP.)
 (AN
EXPLORATION STAGE MINING COMPANY)
 Notes
to the Restated Consolidated Financial Statements
 June
30, 2009 and 2008
 (Amounts
expressed in US Dollars)


5. Issuance of common shares and
warrants  - Cont’d





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 a purchase 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 a resolution
of the Board of Directors on June 18, 2008.





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 15. 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 expenses
                  
                  $
                  844,423





During
the year ended June 30, 2009, the Company completed the private placement of
7,040,000 “Units” at $0.50 per Unit with accredited investors, as that term is
defined under the Securities Act.   Each one Unit consists of one
Share and one half of a 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 private placement was exempt from registration
under the Securities Act pursuant to an exemption afforded by Regulation S. All
of the investors were non-U.S. Persons as that term is defined under Regulation
S and executed subscription agreements containing the representations and
covenants required for the exemption under Regulation S.  The Company
paid a commission of $147,000 and issued 294,000 broker warrants to purchase
Units at $0.50 per Unit in connection with the private placement.  The
Units have the same terms as those sold to investors.  The broker
warrants expire September 1, 2010.





On
December 11, 2008, the Board of Directors approved a resolution which reduced
the exercise price of all unexercised warrants from $0.75 per Share to $0.25 per
Share, only 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 expenses
                  
                  $
                  346,673


F-18




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





5.    Issuance
of common shares and warrants-cont’d





The
Company received an election to purchase 8,900,907 common 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 provided that the exercise price be reduced
from $0.75 per share 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 common
shares.




Number ofWarrants
                          
                          
                          ExerciseGranted
                          
                          
                          Prices
                          
                          Expiry Date$Outstanding
      at June 30, 2007 and average exercise price
                          
                          
                          700,214
                          
                          
                          
                          0.50Granted
      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
                          
                          
                          7,702,349
                          
                          
                          
                          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
                          )
                          
                          
                          0.75
                          *Expired
      in year 2008-2009
                          
                          
                          -
                          
                          
                          
                          -Cancelled
                          
                          
                          -
                          
                          
                          
                          -Outstanding
      at June 30, 2009 and average exercise price
                          
                          
                          2,615,441
                          
                          
                          
                          0.66




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.





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.


F-19




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





6.    Stock
Based Compensation – Cont’d





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 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.





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.


F-20




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




6.    Stock
Based Compensation- Cont’d




For the
year ended June 30, 2009, 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.


F-21




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




6.           Stock
Based Compensation- Cont’d





10-Apr
                        
                        
                        17-Apr
                        
                        
                        24-Jan
                        
                        
                        2-Apr
                        
                        
                        23-Jun
                        
                        
                        7-Aug
                        
                        
                        11-Dec
                        
                        
                        11-Dec
                        
                        
                        11-Dec
                        
                        
                        19-Dec
                        
                        
                        1-Jan
                        
                        
                        3-Feb
                        
                        
                        5-Jun2007
                        
                        
                        2007
                        
                        
                        2008
                        
                        
                        2008
                        
                        
                        2008
                        
                        
                        2008
                        
                        
                        2008
                        
                        
                        2008
                        
                        
                        2008
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2009
                        
                        
                        2009
                        
                        
                        TotalRisk
      free rate
                        
                        
                        4.50
                        %
                        
                        
                        4.50
                        %
                        
                        
                        5.00
                        %
                        
                        
                        5.00
                        %
                        
                        
                        5.00
                        %
                        
                        
                        5.00
                        %
                        
                        
                        2.95
                        %
                        
                        
                        2.95
                        %
                        
                        
                        2.95
                        %
                        
                        
                        2.95
                        %
                        
                        
                        2.95
                        %
                        
                        
                        2.95
                        %
                        
                        
                        2.95
                        %Volatility
      factor
                        
                        
                        50
                        %
                        
                        
                        50
                        %
                        
                        
                        50
                        %
                        
                        
                        90.86
                        %
                        
                        
                        111.64
                        %
                        
                        
                        112.99
                        %
                        
                        
                        149.96
                        %
                        
                        
                        149.96
                        %
                        
                        
                        149.96
                        %
                        
                        
                        166.69
                        %
                        
                        
                        168.45
                        %
                        
                        
                        170.57
                        %
                        
                        
                        155.95
                        %Expected
      dividends
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        -Forfeiture
      rate
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        0
                        %
                        
                        
                        -Expected
      life
                        
                        5
      years
                        
                        
                        5
      years
                        
                        
                        5
      years
                        
                        
                        5
      years
                        
                        
                        5
      years
                        
                        
                        5
      years
                        
                        
                        5
      years
                        
                        
                        5
      years
                        
                        
                        5
      years
                        
                        
                        1-4
      years
                        
                        
                        5
      years
                        
                        
                        5
      years
                        
                        
                        5
      years
                        
                        
                        
                        -Exercise
      price
                        
                        $
                        0.50
                        
                        
                        $
                        0.50
                        
                        
                        $
                        0.60
                        
                        
                        $
                        0.35
                        
                        
                        $
                        0.52
                        
                        
                        $
                        0.46
                        
                        
                        $
                        0.15
                        
                        
                        $
                        0.25
                        
                        
                        $
                        0.25
                        
                        
                        $
                        0.30
                        
                        
                        $
                        0.15
                        
                        
                        $
                        0.31
                        
                        
                        $
                        0.47
                        
                        
                        
                        -Total
      number of options granted
                        
                        
                        1,850,000
                        
                        
                        
                        50,000
                        
                        
                        
                        50,000
                        
                        
                        
                        400,000
                        
                        
                        
                        250,000
                        
                        
                        
                        50,000
                        
                        
                        
                        1,950,000
                        
                        
                        
                        50,000
                        
                        
                        
                        50,000
                        
                        
                        
                        1,950,000
                        
                        
                        
                        300,000
                        
                        
                        
                        150,000
                        
                        
                        
                        50,000
                        
                        
                        
                        7,150,000Grant
      date fair value
                        
                        $
                        0.07
                        
                        
                        $
                        0.07
                        
                        
                        $
                        0.29
                        
                        
                        $
                        0.25
                        
                        
                        $
                        0.42
                        
                        
                        $
                        0.38
                        
                        
                        $
                        0.14
                        
                        
                        $
                        0.13
                        
                        
                        $
                        0.13
                        
                        
                        
                        $0.18-
                          $0.27
                        
                        
                        $
                        0.14
                        
                        
                        $
                        0.29
                        
                        
                        $
                        0.43
                        
                        
                        
                        -Total
      number of options cancelled/forfeited
                        
                        
                        (1,850,000
                        )
                        
                        
                        (50,000
                        )
                        
                        
                        (50,000
                        )
                        
                        
                        (216,667
                        )
                        
                        
                        (250,000
                        )
                        
                        
                        (50,000
                        )
                        
                        
                        (14,583
                        )
                        
                        
                        (29,167
                        )
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (2,510,417
                        )Stock-based
      compensation cost expensed during the year ended June 30,
    2009
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        7,038
                        
                        
                        $
                        29,561
                        
                        
                        $
                        46,088
                        
                        
                        $
                        1,564
                        
                        
                        $
                        142,002
                        
                        
                        $
                        2,775
                        
                        
                        $
                        13,381
                        
                        
                        $
                        509,217
                        
                        
                        $
                        42,500
                        
                        
                        $
                        18,355
                        
                        
                        $
                        1,569
                        
                        
                        
                        814,050Unexpended
      Stock-based compensation cost deferred over the vesting
    period
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        125,167
                        
                        
                        
                        
                        
                        
                        $
                        8,920
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        25,696
                        
                        
                        $
                        20,151
                        
                        
                        $
                        179,934




F-22




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




6.     Stock
Based Compensation-Cont’d





As of
June 30, 2009 there was $179,934 of unrecognized expenses related to non-vested
stock-based compensation arrangements granted. The stock-based compensation
expense for the years ended June 30, 2009 and June 30, 2008 was $814,050 and
$139,272 respectively.





The
following table summarizes the options outstanding as at June
30:





Option Price
                    
                    
                    Weighted
                      average
                      remaining
                      contractual
                      life
                    
                    
                    Weighted
                      average
                      remaining
                      contractual
                      life
                    
                    
                    Number of optionsExpiry Date
                    
                    Per Share
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Aug
      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
                    
                    
                    
                    
                    
                    
                    133,333April
      9, 2012
                    
                    
                    0.30
                    
                    
                    
                    2.82
                    
                    
                    
                    3.75
                    
                    
                    
                    1,800,000
                    
                    
                    
                    1,850,000April
      16, 2012
                    
                    
                    0.50
                    
                    
                    
                    2.84
                    
                    
                    
                    3.75
                    
                    
                    
                    50,000
                    
                    
                    
                    50,000May
      16, 2012
                    
                    
                    0.50
                    
                    
                    
                    2.92
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    -Jan
      23, 2013
                    
                    
                    0.60
                    
                    
                    
                    3.62
                    
                    
                    
                    4.58
                    
                    
                    
                    50,000
                    
                    
                    
                    50,000April
      1, 2013
                    
                    
                    0.35
                    
                    
                    
                    3.81
                    
                    
                    
                    4.75
                    
                    
                    
                    50,000
                    
                    
                    
                    400,000June
      22, 2013
                    
                    
                    0.52
                    
                    
                    
                    4.04
                    
                    
                    
                    4.95
                    
                    
                    
                    -
                    
                    
                    
                    250,000Dec
      10, 2013
                    
                    
                    0.15
                    
                    
                    
                    4.51
                    
                    
                    
                    
                    
                    
                    
                    1,925,000
                    
                    
                    
                    -Dec
      10, 2013
                    
                    
                    0.25
                    
                    
                    
                    4.51
                    
                    
                    
                    
                    
                    
                    
                    50,000
                    
                    
                    
                    -Jan
      1, 2014
                    
                    
                    0.15
                    
                    
                    
                    4.57
                    
                    
                    
                    
                    
                    
                    
                    300,000Feb
      2, 2014
                    
                    
                    0.31
                    
                    
                    
                    4.66
                    
                    
                    
                    
                    
                    
                    
                    150,000June
      4, 2014
                    
                    
                    0.47
                    
                    
                    
                    5.00
                    
                    
                    
                    
                    
                    
                    
                    50,000Options
      outstanding at end of year
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    4,639,583
                    
                    
                    
                    2,600,000Weighted
      average exercise price at end of year
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    0.24
                    
                    
                    
                    0.49Weighted
      average remaining contractual life
                    
                    
                    
                    3.65
                    
                    
                    
                    4.03




Number of options2009
                  
                  
                  2008Outstanding,
      beginning of year
                  
                  
                  2,600,000
                  
                  
                  
                  1,910,000Granted
                  
                  
                  4,550,000
                  
                  
                  
                  700,000Expired
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Forfeited
                  
                  
                  (2,510,417
                  )
                  
                  
                  (10,000
                  )Cancelled
                  
                  
                  -
                  
                  
                  
                  -Outstanding,
      end of year
                  
                  
                  4,639,583
                  
                  
                  
                  2,600,000




F-23




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




7.     Deferred
stock compensation





The
Company issued 1,500,000 restricted common shares each to two consultants, for a
total of 3,000,000 common shares valued at $2,250,000.  The Company
expensed proportionate consulting expenses of $1,125,000 and $937,500 during the
years ended June 30, 2009 and June 30, 2008 respectively. The balance of
$187,500 is reflected as a deferred stock compensation expense under
shareholders’ equity in the balance sheet.




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.  The
Company’s interest was acquired 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, the Company’s 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.





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 will pay Brehnam 1,500,000 restricted Shares to
be 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 are deemed
to be in Brenham’s possession.  The consultant must return any
unearned Shares if the agreement is terminated early. On July 6, 2009 the
consulting period was amended and 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 will pay Costa 1,500,000 restricted Shares to be 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 are deemed to be in Costa View’s
possession.  The consultant must return any unearned Shares if the
agreement is terminated early. On July 6, 2009 the consulting period was amended
and extended to August 30, 2011 without further compensation.





On
September 14, 2007 the Company accepted a proposal from Lumos & Associates
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. To June 30, 2009, the Company has authorized and paid Lumos and
Associates $134,181.


F-24




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




8.
            Commitments
      and Contingencies – Cont’d





On April
4, 2008, the Company entered into a Consultant Agreement with Lumos and
Associates, to facilitate completing exploration drilling “Notices of Intent”
and Plans of Operation in compliance with the requirements of the United States
Bureau of Land Management. The Company estimates the costs of each Notice of
Intent plan to range from $3,000 to $4,000. Plans of Operation will be priced
separately.




On May 1,
2008, the Company entered into a Consulting Services Agreement with Lance
Capital Ltd., at $12,500 per month to provide personnel to carry out
administration services for the Company. On November 1, 2008, the Consulting
Services Agreement was amended to reduce the monthly fee to $10,000 for the
months of December 2008 and January 2009 and thereafter to $7,500.





On May
20, 2008, the Company entered into an option agreement with Nevada Eagle
Resources, LLC and Steve Sutherland (together, the “Optionees”) effective as of
May 1, 2008 (the “Date of Closing”), to acquire 25 mineral claims located in
Elko County, Nevada and known as the “Medicine Claims.” During the term of the
Option Agreement, the Company has the exclusive right to explore and develop, if
warranted, the Medicine Claims. On April 7, 2009, the Company amended the
original agreement between Nevada Eagle Resources, Steve Sutherland, and the
Company for the Medicine Property.  This amendment reduced the option
payment due on May 1, 2009 from $15,000 to $10,000 and increased the payment due
on May 1, 2010 from $30,000 to $35,000





The
Company paid $10,000 to the Optionees upon execution of the Option Agreement.
The Option Agreement requires the Company to make additional payments as
follows: $15,000 on the first anniversary of the Date of Closing, $30,000 on the
second anniversary of the Date of Closing, $60,000 on the third anniversary of
the Date of Closing and $80,000 on each anniversary of the Date of Closing
thereafter until the tenth anniversary of the Date of Closing. The Optionees may
elect to receive payment in cash or in shares of the Company’s common stock.
Upon making the final payment on the tenth anniversary of the Date of Closing,
the Company will have earned a 100% undivided interest in the Medicine
Claims.





Pursuant
to the Option Agreement, the Medicine Claims are subject to a 3% net smelter
return (“NSR”) royalty payable to the Optionees. The payments made during the
term of the Option Agreement are to be applied as advance NSR royalty payments.
Beginning on the eleventh anniversary of the Date of Closing, the Company is
required to make annual advance royalty payments of $80,000. At such time as the
Medicine Claims are in production, if ever, the Company shall make annual
royalty payments equal to the greater of the actual 3% NSR or
$80,000.





The
Company may terminate the Option Agreement at any time before the option is
fully exercised upon 60 days notice to the Optionees.





The
Company does not consider the Medicine Claims to be material assets at this
time; however this assessment may change upon further exploration.




F-25




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(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 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 the corporation a fee of $8,500
per month. On June 4,2009
the Company’s board of directors resolved to delete the necessity of further
performance reviews at six-month intervals as provided for in Paragraph 11 of
the Agreement.





On
December 8, 2008, the Company’s wholly owned subsidiary, Infrastructure
Materials Corp. US, entered into a Mineral Rights Lease Agreement (the “Lease
Agreement”) with Earl Edgar Mineral Trust (the “Lessor”) to lease certain
mineral rights in Elko County, in the State of Nevada.  The term of
the Lease Agreement is ten (10) years and will automatically renew on the same
terms and conditions for additional ten-year periods, provided the Company is
conducting exploration, development or mining either on the surface or
underground on the property.  The rent shall be paid each year on
January 1st.





$1.00 per
net acre was paid upon execution of the Lease Agreement and on January 1, of
each year commencing in 2010 and extending for so long as the Lease Agreement is
in effect the Company is obligated to make the following payments
during:





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 Lease
      Agreement,.




F-26




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





8.       Commitments
and Contingencies-Cont’d





The Lease
Agreement covers 100% of the mineral rights on 1,120 acres (“Property A”) and
50% of the mineral rights on 6,740 acres (“Property B”)





The
Lessor 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 Lease Agreement and any renewal
thereof.





On April
9, 2009 the Board of Directors approved the Company entering into an Amendment
to Mineral Lease Agreement (the “Amendment”) effective December 8, 2008 between
Infrastructure Materials Corp. US and Earl Edgar Mineral Trust, Warner Whipple,
Trustee.  The Amendment provides for Standard Steam LLC to carry out
exploration for geothermal energy sources on the leased Mineral Rights Property
after obtaining the written consent of the Company.  The Amendment
also provides for other cooperation with Standard Steam LLC regarding mineral
rights on the properties which the Company holds only 50% of the mineral
rights.





Effective
as of January 1, 2009, the Company entered into a Consulting Agreement with
Scott Koyich (the “Consultant”) for a period of six months to provide consulting
services with respect to financial public relations, business promotion,
business growth and development for a term of six months.  The
Consultant shall be paid $5,000 per month for his services during the term of
the Agreement.  Either party may terminate the Agreement on 30 days
notice.  In addition, the Company granted the Consultant an option to
acquire 300,000 common shares of the Company at $0.15 per share for a term of
five years. These options vest at the rate of 50,000 shares per month. On June
29, 2009 the Company extended the consulting period to December 31, 2009 without
additional options. Subsequent to the filing of this report, this agreement was
terminated effective October 15, 2009.




On
February 23, 2009, the Board of Directors approved a drilling contract with
Harris Exploration Drilling and Associates Inc. dated February 25, 2009 to carry
out up to 30,000 feet of drilling programs in Nevada. The Company will pay
$12.00 per foot for drilling plus various other costs related to mobilization
and demobilization, travel, down and moving time, plus other costs dependant on
conditions and supplies. The Company paid a $25,000 refundable deposit upon
execution of the contract to be applied to the final invoice.  During
the year ended June 30, 2009 the Company paid Harris Exploration Drilling
$223,265 to complete 10,495 feet of drilling.




F-27




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





8.        Commitments
and Contingencies-Cont’d





On April
24, 2009, IMC US, the Company’s wholly-owned subsidiary, entered into a
consulting agreement with PHW Consulting (“PHW).  PHW is to provide
collection, analysis and interpretation of data pertaining to mineral claims in
Clark and Lincoln counties of Nevada owned by IMC US.  PHW is also
required to write and submit a Canadian National Instrument 43-101
compliant Technical Report on the Blue Nose Project in Lincoln
County.  The cost is $15,000 for a NI 43-101 compliant technical
report plus $500.00 per day and out of pocket expenses for data collection,
analysis and interpretation. To date, the Company has paid $12,943 for data
collection and out of pocket expenses.





On May
25, 2009, the Company’s wholly-owned subsidiary, IMC US hired Lumos &
Associates to conduct base line studies for the Blue Nose Project located in
Lincoln County, Nevada with the intention of determining if a suitable plan site
can be located with emphasis on rail and road access and environmental
considerations that could impede development.  The total consideration
to be paid under the contract is approximately $74,500. The Company has to
authorize each phase of the work. During the year ended June 30, 2009 the
Company paid Lumos & Associates $9,952.





Maintaining
Claims in Good Standing





The
Company is required to pay to the Department of Interior Bureau of Land
Management (BLM) on or before August 31st of each
year, a fee in the amount of $140.00 per mineral claim held by the
Company.  The total amount paid to August 31, 2009 was $172,620 for
1233 claims held by the Company at that date.





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:





The
Company also holds 9 patented claims and 2 leased patented claims.  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.





9.      
 Changes in Officers and Directors





The Board
of Directors of the Company accepted the resignation of Stafford Kelley as
Corporate Secretary of the Company, effective as of April 2, 2008. There were no
disagreements between Mr. Kelley and the Company with regards to the Company’s
operations, policies or practices.





On April
2, 2008, the Company appointed Joanne Hughes to the position of Corporate
Secretary and Janet Shuttleworth to the position of Treasurer of the
Company.  Ms. Shuttleworth resigned on December 31, 2008. Ms. Hughes
resigned on July 30, 2008 and was subsequently reappointed to the position of
Corporate Secretary on January 1, 2009.





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. Effective as of June 23,
2008, Todd Montgomery tendered his resignation as President of the Company. He
will remain as the Company’s chief executive officer. There were no
disagreements between the Company and Mr. Montgomery with regards to the
Company’s operations, policies or practices.


F-28




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





10.      Income
Taxes




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




2009
                                
                                
                                2008Loss
      before income taxes
                                
                                $
                                (6,045,477
                                )
                                
                                $
                                (4,635,465
                                )Expected
      income tax recovery at the statutory rates of 29.5% (2008 -
      35%)
                                
                                $
                                (1,783,416
                                )
                                
                                $
                                (1,622,413
                                )Increase
      in income taxes resulting from:Permanent
      differences
                                
                                
                                342,413
                                
                                
                                
                                409,937Valuation
      allowance
                                
                                
                                1,441,003
                                
                                
                                
                                1,212,476Provision
      for income taxes
                                
                                $
                                -
                                
                                
                                $
                                -




The
Company has deferred income tax assets as follows:




2009
                            
                            
                            2008Net
      operating loss carry forward
                            
                            $
                            10,474,300
                            
                            
                            $
                            5,852,356Deferred
      Income tax on loss carry forward
                            
                            $
                            3,089,919
                            
                            
                            
                            2,048,325Temporary
      differences (due to timing difference between tax value and book
      value)
                            
                            $
                            196,915
                            
                            
                            
                            386,403Valuation
      allowance for deferred income tax assets
                            
                            $
                            (3,286,834
                            )
                            
                            
                            (2,434,728
                            )Deferred
      income taxes
                            
                            $
                            -
                            
                            
                            $
                            -




As of
June 30, 2009 the Company has non-capital losses of approximately $10,474,300
available to offset future taxable incomes which expire as follows:




2026
                      
                      $
                      64,0242027
                      
                      $
                      2,324,1172028
                      
                      $
                      3,474,7132029
                      
                      $
                      4,611,446$
                      10,474,300




F-29




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




11.   Related
Party Transactions




2008 -
2009




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




Roger
Hall, a 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 from July 1,
2008 to December 31, 2008. 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.




Mason
Douglas, President and a member of the Company’s Board of Directors, received
$102,000.




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.





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 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.





On August
12, 2008, the announced that it entered into a non-binding letter of intent (the
“LOI”) dated as of August 12, 2008 to acquire, as a wholly-owned subsidiary,
Infrastructure Materials Corp US (“IMC US”), a Nevada corporation. The Company
completed the acquisition of all of the outstanding shares of IMC US on November
7, 2008.  Todd Montgomery, a director and CEO of the Company, was the
sole shareholder of IMC US.





Under the
terms of the Share Exchange Agreement, Mr. Montgomery received 397,024 common
shares of the Company at an agreed value of $0.50 per share which was accounted
at the fair value on the date of transaction, in exchange for all of the
outstanding shares of IMC US.  The transaction is measured at the fair
value, being the market value of the equity instruments delivered on the
transaction date. The fair value of 397,024 shares issued was measured at
$31,762.


F-30




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




11.     Related
Party Transactions-Cont’d




2007-2008





On April
10, 2007 the Board had granted stock options to Officers and Directors to
purchase 250,000 common shares each at an exercise price of $0.50 per share or
the closing price on the first day the Company’s shares trade on the OTC BB,
which ever is the highest. (Refer to related party note for 2006-2007). The
Company expensed stock based compensation cost of $96,909 during the year ended
June 30, 2008.  These options were cancelled December 19, 2008 and
re-issued at $0.30 per share.  Refer to Related Party Transactions
2008-2009 for December 19, 2008.




The
Company entered into an asset purchase agreement with Roger Hall, a director and
officer of the Company, effective as of February 15, 2008, to acquire a 100%
interest in certain mineral claims located in Nye County, Nevada that are owned
by Mr. Hall. Upon closing of the Agreement, the Company issued to Mr. Hall
175,000 shares of the Company’s common stock, valued at $105,000 and paid him
$5,000 as consideration for the mineral claims. Roger Hall received a total of
$157,729 for the period July 1, 2007 to June 30, 2008 in connection with
his services as senior geologist.




Janet
Shuttleworth, Treasurer, received $14,836 from April 2, 2008 (date of
appointment) to June 30, 2008.




Joanne
Hughes, Corporate Secretary, received $12,360 from April 2, 2008 (date of
appointment) to June 30, 2008.




Mason
Douglas, President, received $2,236 from June 23, 2008 to June 30,
2008.





On April
2, 2008 the Board granted options to two newly appointed officers to purchase
200,000 common 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.  The options granted are for a term of 5 years. The Company
expensed stock based compensation cost for $25,338 during the year ended June
30, 2008.  On December 31, 2008, as a result of the resignation of one
of the officers, 133,333 of the 200,000 options had vested and 66,667 were
cancelled.




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 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 are for a term of 5 years. The Company expensed stock based
compensation cost for $2,311 during the year ended June 30,
2008.  These options were cancelled on December 11, 2008 and re-issued
at $0.15 per share. Refer to Related Party Transactions 2008-2009 for December
11, 2008.


F-31





INFRASTRUCTURE
MATERIALS CORP.
 (FORMERLY
SILVER RESERVE CORP.)
 (AN
EXPLORATION STAGE MINING COMPANY)
 Notes
to the Restated Consolidated Financial Statements
 June
30, 2009 and 2008
 (Amounts
expressed in US Dollars)


12.  
  Accrued Liabilities





Accrued
liabilities are comprised of the following:





2009
                        
                        
                        2008$
                        
                        
                        $Exploration
      expenses
                        
                        
                        -
                        
                        
                        
                        74,999Insurance
                        
                        
                        -
                        
                        
                        
                        20,945Audit
      and accounting
                        
                        
                        22,000
                        
                        
                        
                        23,000Reclamation
      Bonding
                        
                        
                        61,901
                        
                        
                        
                        43,412Others
                        
                        
                        -
                        
                        
                        
                        30,530Total
                        
                        
                        83,901
                        
                        
                        
                        192,886





13. 
  Geographic location of assets





Except
for Cash and Cash equivalent for $370,340 and Plant and equipment for $9,655
located in Canada, all assets in the financial statements are located in the
United States of America.





14.  
 Subsequent Events





The
Company has reviewed its subsequent events up to September 14, 2009. The
subsequent events are as follows. Based on work carried out on the claim groups
listed below, the Company has abandoned certain claims that it has determined
will not contain many minerals that we believe would be developed.





Limestone
Mineral Claims


Subsequent
to year end:





·
            The
      Bird Springs mineral claim group and the LM mineral claims were
      abandoned.


·
            12
      of the 63 Rock Hillmineral claims
      were retained and 51 mineral claims were
  abandoned.


·
            9
      of the 36Buffalo Mountain
      mineral claims were retained and 27 mineral claims were
      abandoned.


·
            68
      of the 94 MMmineral claims
      were retained and 26 mineral claims were
  abandoned.


·
            28
      of the 281Royale mineral
      claims were retained and 253 mineral claims were
  abandoned.


·
            63
      of the 138 Aspen mineral claims
      were retained and 75 mineral claims were
  abandoned.





SRC
Mineral Claims


Subsequent
to year end:





·
            104
      of the 166 Klondyke mineral claims were retained and 62 were
      abandoned.


·
            8
      of the 19 Dyer mineral claims were retained and 11 Dyer mineral claims
      were abandoned.


·
            10
      of the 19 Montezumamineral claims
      were retained and 9 mineral claims were
  abandoned.


·
            19
      of the 32 Blue Dick mineral claims were retained and 13 mineral claims
      were abandoned.


·
            26
      of the 44 Kope Scheelite mineral claims were retained and 18 mineral
      claims were abandoned.


·
            16
      of the 27 Santa Fe mineral claims were retained and 11 mineral claims were
      abandoned.


F-32




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





14.  
 Subsequent Events – Cont’d





·
            7
      of the 35 Quailey Mine staked claims and 9 patented claims were retained
      and 28 staked claims were
abandoned.


·
            6
      of the 28 Mill Site claims were retained and 22 Mill Site claims were
      abandoned.





On July
6, 2009 the Company extended the term of the agreement with Brehnam Trading
Corp. to August 30, 2011 without further compensation.





On July
6, 2009 the Company extended the term of the agreement with Costa View Inc. to
August 30, 2011 without further compensation.




On August
7, 2009, the Company resolved to conduct research and employ experts to provide
an opinion on the merits of limestone properties in Manitoba, Canada, held by
Infrastructure Materials Corp. Canada, which is controlled by Todd Montgomery,
the Company’s CEO and a Director and commission a market study to determine the
market for cement that could be serviced from a cement plant in the location of
the properties and the anticipated demand for cement looking forward five to
twenty years.  It is anticipated that the cost of this due diligence
will be approximately $50,000 to $75,000.




On August
7, 2009 the Company entered into an agreement with Watts, Griffis and McOuat,
Consulting Geologists and Engineers to prepare a valuation report of certain
cement grade limestone properties in Manitoba, Canada. The valuation date of the
properties will be September 1, 2009. The cost of this due diligence is
estimated to be between $15,000 and $25,000.




On
September 14, 2009, the Company terminated the agreement with Scott Koyich
effective October 15, 2009.  The Company agreed to extend the expiry
of the options granted to Scott Koyich to October 15, 2010.





15. 
  Revisions to financial statements





The
financial statements as of June 30, 2008 and 2009 and for the years then ended
are revised to incorporate additional general and administrative expenses
relating to warrant modification expense 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.





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:




F-33




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Restated Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





15.
            Revisions
      to financial statements – Cont’d





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 loss:General
      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
                                )




F-34