UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




(Mark
one)




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




For the
Fiscal Year June 30, 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  ̈   
Nox




Indicateby check mark if the
registrant is not required to file reports pursuant to Rule 13 or Section 15(d)
of the Act    Yes  ̈   
No x




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




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







TABLE
OF CONTENTS




PagePart
      IItem 1.
                          Description
      of Business and Risk Factors
                          3Item 1A.
                          Risk
      Factors
                          4Item 2.
                          Properties
                          7Item 3.
                          Legal
      Proceedings
                          18Item 4.
                          Submission
      of Matters to a Vote of Securities Holders
                          18Part
      IIItem 5.
                          Market
      For Common Equity, Related Stockholder Matters and Small Business Issuer
      Purchase of Equity Securities
                          19Item 6.
                          Selected
      Financial Data
                          25Item 7.
                          Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                          25Item 7A.
                          Quantitative
      and Qualitative Disclosures About Market Risk
                          34Item 8.
                          Financial
      Statements and Supplementary Data
                          35Item 9.
                          Change
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                          35Item 9A.
                          Controls
      and Procedures
                          35Item 9A(T)
                          Controls
      and Procedures
                          35Item 9B.
                          Other
      Information
                          36Part
      IIIItem 10.
                          Directors,
      Executive Officers and Corporate Governance
                          37Item 11.
                          Executive
      Compensation
                          39Item 12.
                          Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                          43Item 13.
                          Certain
      Relationships and Related Transactions
                          45Item 14.
                          Principal
      Accountant Fees and Services
                          45PART
      IVItem
      15.
                          Exhibits,
      Financial Statement Schedules
                          46


2


PART
I





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




Item
1.   Description of Business.




Our name
isInfrastructure
Materials Corp. and we sometimes refer to ourselves in this 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.


3





On
December 1, 2008, 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:


4





-
            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.


5





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.


6





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.








7





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.


8





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.


9





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.


10





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.


11




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.


12




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.


13


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.





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.


14





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.


15





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.


16





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.


17





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.


18




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, 2006




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.”


19


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


20


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.


21


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.


22


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.


23


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





Weighted
                                        
                                        
                                        Weightedaverage
                                        
                                        
                                        averageremaining
                                        
                                        
                                        remainingcontractual
                                        
                                        
                                        contractualOption Price
                                        
                                        
                                        life
                                        
                                        
                                        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
                              
                              
                              3,523,750
                              
                              
                              
                              2,045,833


24


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 $12,429,649 (June 30, 2008 -
$6,730,845).  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.


25


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
                  
                  $
                  5,698,804
                  
                  
                  $
                  3,791,042Loss
      per share-basic and diluted
                  
                  $
                  (0.11
                  )
                  
                  $
                  (0.09
                  )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:





(a) General and Administrative
Expense





Included
in Operating Expenses for the year ended June 30, 2009 is general and
administrative expense of $3,125,351, as compared with $1,782,706 for the year
ended June 30, 2008.  General and administrative expense represents
approximately 54% of the total operating expense for the year ended June 30,
2009 and 46% of the total Operating Expense for the year ended June 30,
2008.  General and administrative expense increased by $1,342,645 in
the current year, compared to the prior year.  Most of the increase is
from 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).


26


(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 42% of the total
operating expense for the year ended June 30, 2009 and approximately 47% 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
                  
                  $
                  3,471,650
                  
                  
                  $
                  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.


27


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.


28


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.


29


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:


30


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.


31




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.


32


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.


33


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


34


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.




35




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.


36




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.


37


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.


38




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





Name and principal
                                            position
                                          
                                          Year
                                            Ended
                                            June 30,
                                          
                                          Salary
                                            ($)
                                          
                                          Bonus
                                            ($)
                                          
                                          Stock
                                            Awards
                                            ($)
                                          
                                          Option
                                            awards
                                            ($)
                                          
                                          Non-equity
                                            incentive plan
                                            compensation
                                            ($)
                                          
                                          Nonqualified
                                            deferred
                                            compensation
                                            earnings ($)
                                          
                                          All other
                                            compensation
                                            ($)
                                          
                                          Total
                                            ($)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
                                          
                                          2009
                                          
                                          NIL
                                          
                                          NIL
                                          
                                          NIL
                                          
                                          20,339
                                          
                                          NIL
                                          
                                          NIL
                                          
                                          28,835
                                          
                                          49,174(2)(3)
                                          
                                          2008
                                          
                                          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.




39


(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
                                    
                                    NILJoanne
      Hughes
                                    
                                    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


40





(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


41


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





Other
Arrangements


See
above





Indebtedness
of Directors and Executive Officers





None.


42





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




43




Name and Address
                                              Of Beneficial Owner
                                            
                                            Number of Shares of
                                              Common Stock
                                            
                                            Percentage of Class HeldTodd
      D. Montgomery, CEO1025
      Grayson Cres.Moose
      Jaw, SASK S6H 4N7
                                            
                                            4,185,524
                                            (1)
                                            6.95
      % of Common SharesJoseph
      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.


44


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.


45


PART IV





Item 15.Exhibits,
Financial Statement Schedules





The
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.





Index to ExhibitsConsent
      of Schwartz Levitsky Feldman LLP Independent Auditors
                            
                            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


46





SIGNATURES


Pursuant
to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized, on
the 24th  day
of September, 2009.





SIGNATURE
                  
                  TITLE
                  
                  DATE/s/Todd D. Montgomery
                  
                  Chief
      Executive Officer
                  
                  September
      24, 2009Todd
      D. Montgomery/s/Mason Douglas
                  
                  President
                  
                  September
      24, 2009Mason
      Douglas/s/Randal Ludwar
                  
                  Chief
      Financial Officer
                  
                  September
      24, 2009Randal
      Ludwar





SIGNATURE
              
              TITLE
              
              DATE/s/Todd D. Montgomery
              
              Chief
      Executive Officer and
              
              September
      24, 2009Todd
      D. Montgomery
              
              Director/s/Mason Douglas
              
              President
      and Director
              
              September
      24, 2009Mason
      Douglas/s/ Randal Ludwar
              
              Chief
      Financial Officer and
              
              September
      24, 2009Randal
      Ludwar
              
              Director/s/ Roger Hall
              
              Chief
      Operating Officer and
              
              September
      24, 2009Roger
      Hall
              
              Director/s/ Joseph Montgomery
              
              Chairman
      of the Board and
              
              September
      24, 2009Joseph
      Montgomery
              
              Director/s/ Brent WalterBrent
      Walter
              
              Director
              
              September
      24, 2009


47


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)




CONSOLIDATED
FINANCIAL STATEMENTS




YEARS
ENDED JUNE 30, 2009 AND 2008




(Amounts
expressed in US Dollars)




CONTENTS





Report
      of Independent Registered Public Accounting Firm
                
                49Consolidated
      Balance Sheets as of June 30, 2009 and June 30, 2008
                
                50Consolidated
      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
                
                51Consolidated
      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
                
                52Consolidated
      Statements of Cash Flows for the year ended June 30, 2009 and June 30,
      2008 and for the period from inception (June 3, 1999) to June 30,
      2009
                
                53Notes
      to Consolidated Financial Statements
                
                54 -
      81


48




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 consolidated balance sheets of Infrastructure Materials
Corp. (the company) as at June 30, 2009 and 2008 and the related 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 consolidated financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the 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.





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.





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





1167
Caledonia Road
 Toronto,
Ontario M6A 2X1
 Tel:  416
785 5353
 Fax:  416
785 5663


49
 
 Schwartz
Levitsky Feldman llp
 CHARTERED
ACCOUNTANTS
 LICENSED
PUBLIC ACCOUNTANTS
 TORONTO· MONTREAL


CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 The
undersigned, Schwartz Levitsky Feldman llp, hereby consent to the use of our
name and the use of our opinion dated August 6, 2009 except for note 14 which is
as of September 14, 2009 on the financial statements of Infrastructure Materials
Corp. (the “Company”) included in its Annual Report on Form 10-K being filed by
the Company, for the fiscal year ended June 30, 2009.
 
 
 “SCHWARTZ
LEVITSKY FELDMAN LLP”
 
 Toronto, Ontario, Canada
                        Chartered AccountantsSeptember 28,
      2009
                        Licensed Public
      Accountants




1167
Caledonia Road
 Toronto,
Ontario M6A 2X1
 Tel:  416
785 5353
 Fax:  416
785 5663
 50


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Consolidated
Balance Sheet as at


June 30,
2009 and 2008


(Amounts
expressed in US Dollars)





2009
                                      
                                      
                                      2008$
                                      
                                      
                                      $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
                                      
                                      
                                      17,224,699
                                      
                                      
                                      
                                      10,738,801Deferred
      Stock Compensation (note 7)
                                      
                                      
                                      (187,500
                                      )
                                      
                                      
                                      (1,312,500
                                      )Deficit
      Accumulated During the Exploration Stage
                                      
                                      
                                      (12,429,649
                                      )
                                      
                                      
                                      (6,730,845
                                      )Total
      Stockholders' Equity
                                      
                                      
                                      4,613,570
                                      
                                      
                                      
                                      2,699,835Total
      Liabilities and Stockholders' Equity
                                      
                                      
                                      4,884,471
                                      
                                      
                                      
                                      3,050,237


51




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Consolidated
Statements of Operations and Comprehensive Loss for the


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


(Amounts
expressed in US Dollars)





CumulativeSinceInception2009
                          
                          
                          2008$
                          
                          
                          $
                          
                          
                          $ExpensesGeneral
      and administrative
                          
                          
                          5,601,346
                          
                          
                          
                          3,125,351
                          
                          
                          
                          1,782,706Project
      expenses
                          
                          
                          6,381,719
                          
                          
                          
                          2,409,468
                          
                          
                          
                          1,836,077Amortization
                          
                          
                          711,393
                          
                          
                          
                          214,204
                          
                          
                          
                          249,842Total
      Operating Expenses
                          
                          
                          12,694,458
                          
                          
                          
                          5,749,023
                          
                          
                          
                          3,868,625Loss
      from Operations
                          
                          
                          (12,694,458
                          )
                          
                          
                          (5,749,023
                          )
                          
                          
                          (3,868,625
                          )Interest
      Income
                          
                          
                          355,262
                          
                          
                          
                          50,219
                          
                          
                          
                          98,422Interest
      Expense
                          
                          
                          (90,453
                          )
                          
                          
                          -
                          
                          
                          
                          (20,839
                          )Loss
      before Income Taxes
                          
                          
                          (12,429,649
                          )
                          
                          
                          (5,698,804
                          )
                          
                          
                          (3,791,042
                          )Provision
      for income taxes
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Net
      Loss and Comprehensive Loss
                          
                          
                          (12,429,649
                          )
                          
                          
                          (5,698,804
                          )
                          
                          
                          (3,791,042
                          )Loss
      per Weighted Average Number of Shares Outstanding- Basic and Fully
      Diluted
                          
                          
                          
                          
                          
                          
                          (0.11
                          )
                          
                          
                          (0.09
                          )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 financial statements.)


52




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Consolidated
Statements of Changes in Stockholder’s Equity for the


Years
Ended June 30, 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
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      139,272Conversion
      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
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (3,791,042
                                      )
                                      
                                      
                                      (3,791,042
                                      )Balance
      June 30, 2008
                                      
                                      
                                      43,785,569
                                      
                                      
                                      
                                      4,379
                                      
                                      
                                      
                                      10,738,801
                                      
                                      
                                      
                                      (1,312,500
                                      )
                                      
                                      
                                      (6,730,845
                                      )
                                      
                                      
                                      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
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      814,050Amortization
      of deferred stock compensation
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      1
      ,125,000
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      1
      ,125,000Net
      loss for the year
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (5,698,804
                                      )
                                      
                                      
                                      (5,698,804
                                      )Balance
      June 30, 2009
                                      
                                      
                                      60,198,500
                                      
                                      
                                      
                                      6,020
                                      
                                      
                                      
                                      17,224,699
                                      
                                      
                                      
                                      (187,500
                                      )
                                      
                                      
                                      (12,429,649
                                      )
                                      
                                      
                                      4,613,570




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


53




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


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$
                                      
                                      
                                      $
                                      
                                      
                                      $Cash
      Flows from Operating ActivitiesNet
      loss
                                      
                                      
                                      (12,429,649
                                      )
                                      
                                      
                                      (5,698,804
                                      )
                                      
                                      
                                      (3,791,042
                                      )Adjustments
      for:Amortization
                                      
                                      
                                      711,393
                                      
                                      
                                      
                                      214,204
                                      
                                      
                                      
                                      249,842Amortization
      of debt issuance cost
                                      
                                      
                                      247,490
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      82,555Stock
      based compensation
                                      
                                      
                                      983,348
                                      
                                      
                                      
                                      814,050
                                      
                                      
                                      
                                      139,272Shares
      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 financial statements.)


54




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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.


55




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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.


56




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




2.
            Exploration
      Stage Activities





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




The
Company is in the exploration stage and has not yet realized revenues from its
planned operations.  The Company has incurred a cumulative loss of
$12,429,649 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.




57




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)


3.
              Summary
      of Significant Accounting Policies -
Cont'd


c)
            Acquisition, Exploration and
      Evaluation Expenditures




The
Company is an exploration stage mining company and has not yet realized any
revenue from its operations. It is primarily engaged in the acquisition and
exploration of 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.




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.


58


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


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


59


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)


3.
                Summary
      of Significant Accounting Policies -
Cont'd


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.


60


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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).


61


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)


3.
              Summary
      of Significant Accounting Policies -
Cont'd
  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.




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.


62


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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 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.




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.


63


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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
                  
                  
                  
                  497,021




4.
            Plant
      and Equipment, Net-cont’d





Net
      carrying amount
                        
                        
                        1,141,920
                        
                        
                        
                        1,340,836Amortization
      charges
                        
                        
                        214,204
                        
                        
                        
                        249,842





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.


64


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




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





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.


65


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)


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


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.








66





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





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





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.





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.


67


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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, 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.





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
                  
                  
                  7,702,348
                  
                  
                  
                  0.73Granted
      in year 2008-2009
                  
                  
                  3,520,000
                  
                  
                  
                  0.75
                  
                  
                  Sept
      1, 2010Granted
      in year 2008-2009
                  
                  
                  294,000
                  
                  
                  
                  0.50
                  
                  
                  Sept
      1, 2010Exercised
      in year 2008-2009
                  
                  
                  (8,900,907
                  )
                  
                  
                  0.75
                  *Expired
      in year 2008-2009
                  
                  
                  -
                  
                  
                  
                  -Cancelled
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at June 30, 2009 and average exercise price
                  
                  
                  2,615,441
                  
                  
                  
                  0.66


68


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




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.





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.


69




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)




6.
              Stock
      Based Compensation - Cont'd
  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.




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.


70


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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





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.


71


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)


6.
                  Stock
      Based Compensation - Cont'd


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
                                    
                                    
                                    
                                    2,600,000Exercisable,
      end of year
                                    
                                    
                                    3,523,750
                                    
                                    
                                    
                                    2,045,833


72




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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.


73


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)


8.
                    Commitments
      and Contingencies -
Cont'd


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.





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.


74


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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,.


75


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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.


76


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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.


77


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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
                  
                  $
                  (5,698,804
                  )
                  
                  $
                  (3,791,042
                  )Expected
      income tax recovery at the statutory rates of 29.5% (2008 -
      35%)
                  
                  $
                  (1,681,147
                  )
                  
                  $
                  (1,326,865
                  )Increase
      in income taxes resulting from:Permanent
      differences
                  
                  
                  240,144
                  
                  
                  
                  114,389Valuation
      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 betweentax
      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





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.


78


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)


11. Related Party
Transactions - Cont'd


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.


79


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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.


80


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the 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.


81


INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Notes
to the Consolidated Financial Statements


June
30, 2009 and 2008


(Amounts
expressed in US Dollars)





·
            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.


82