---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended
September 30, 2011

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-52641

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

|Delaware                 | 98-0492752                          
|------------------------ | ------------------------------------
|(State of incorporation) | (I.R.S. Employer Identification No.)

1135 Terminal Way, Suite 207B Reno, NV 89502
USA(Address of Principal Executive Offices) (Zip Code)

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

With a copy to:Jonathan H. Gardner Kavinoky Cook
LLP726 Exchange St., Suite 800 Buffalo, NY 14210

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]       No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes [X]       No [  ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

|Large accelerated filer [ ]                   | Accelerated filer [  ]       
|--------------------------------------------- | -----------------------------
|                                              |                              
|Non-accelerated filer [  ]                    | Smaller reporting company [X]
|(Do not check if a smaller reporting company) |                              

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]       No [X]

The number of shares of registrants common stock outstanding as
of October 31, 2011 was 72,935,486.

---

|INFRASTRUCTURE MATERIALS CORP.                   
|-------------------------------------------------
|                                                 
|FORM 10-Q                                        
|FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011
|TABLE OF CONTENTS                                

|               |                                                                                             | PAGE
|-------------- | ------------------------------------------------------------------------------------------- | ----
|               | PART 1  FINANCIAL INFORMATION                                                              |     
|Item
      1.  | Financial
      Statements (Unaudited)                                                      | 3   
|Item
      2.  | Managements
      Discussion and Analysis of Financial Condition and Results of Operations | 26  
|Item
      3.  | Quantitative
      and Qualitative Disclosures About Market Risk                            | 35  
|Item
      4.  | Controls
      and Procedures                                                               | 36  
|               | PART II  OTHER
      INFORMATION                                                           |     
|Item
      1.  | Legal
      Proceedings                                                                     | 37  
|Item
      1A. | Risk
      Factors                                                                          | 37  
|Item
      2.  | Unregistered
      Sale of Equity Securities and Use of Proceeds                            | 40  
|Item
      3.  | Defaults
      Upon Senior Securities                                                       | 40  
|Item
      4.  | Removed
      and Reserved                                                                  | 40  
|Item
      5.  | Other
      Information                                                                     | 40  
|Item
      6.  | Exhibits
      and Reports on Form 8-K                                                      | 41  
|               | SIGNATURES                                                                                  | 41  

- 2 -

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PART 1  FINANCIAL INFORMATION

|ITEM 1.  Financial Statements
|-----------------------------

INFRASTRUCTURE MATERIALS CORP. (AN EXPLORATION STAGE
MINING COMPANY)



INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

(Amounts expressed in US Dollars) 
  (Unaudited-Prepared by
Management)



CONTENTS

|Interim Consolidated
      Balance Sheets as of September 30, 2011 (unaudited) and June 30, 2011
      (audited)                                                                                                     | 4     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|Interim Consolidated Statements of
      Operations and Comprehensive Loss for the three months ended September 30,
      2011 and September 30, 2010, and for the period from inception to
      September 30, 2011 | 5     
|Interim Consolidated
      Statements of Changes in Stockholders' Equity for the three months ended
      September 30, 2011 and for the period from inception to September 30, 2011                                 | 6     
|Interim Consolidated Statements of Cash
      Flows for the three months ended September 30, 2011 and September 30,
      2010, and for the period from inception to September 30, 2011                              | 7     
|Condensed Notes to
      Interim Consolidated Financial Statements                                                                                                                                                   | 8 - 25

- 3 -

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|INFRASTRUCTURE MATERIALS CORP.           
|-----------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)    
|Interim Consolidated Balance Sheets as at
|September 30, 2011 and June 30, 2011     
|(Amounts expressed in US Dollars)        
|(Unaudited-Prepared by Management)       

|                                                                                                                                                |  | September 30, |   |  | June 30,    |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | - |  | ----------- | -
|                                                                                                                                                |  | 2011          |   |  | 2011        |  
|                                                                                                                                                |  | **$**         |   |  | **$**       |  
|                                                                                                                                                |  | (unaudited)   |   |  | (audited)   |  
|ASSETS                                                                                                                                          |  |               |   |  |             |  
|Current                                                                                                                                         |  |               |   |  |             |  
|Cash and cash equivalents                                                                                                                       |  | 262,226       |   |  | 317,912     |  
|Short term investments                                                                                                                          |  | 33,643        |   |  | 83,604      |  
|Marketable securities (Note
      10)                                                                                                           |  | 85,025        |   |  | 68,429      |  
|Prepaid expenses and other receivables                                                                                                          |  | 180,933       |   |  | 103,807     |  
|                                                                                                                                                |  |               |   |  |             |  
|Total Current Assets                                                                                                                            |  | 561,827       |   |  | 573,752     |  
|                                                                                                                                                |  |               |   |  |             |  
|Restricted Cash(Note 5)                                                                                                                         |  | 82,500        |   |  | 82,500      |  
|Reclamation Deposit(Note 6)                                                                                                                     |  | 240,805       |   |  | 240,805     |  
|                                                                                                                                                |  |               |   |  |             |  
|Plant and Equipment, net(Note 7)                                                                                                                |  | 797,815       |   |  | 828,905     |  
|Mineral Property Interests(Note 8)                                                                                                              |  | 514,525       |   |  | 514,525     |  
|                                                                                                                                                |  |               |   |  |             |  
|Total Assets                                                                                                                                    |  | 2,197,472     |   |  | 2,240,487   |  
|                                                                                                                                                |  |               |   |  |             |  
|LIABILITIES                                                                                                                                     |  |               |   |  |             |  
|Current                                                                                                                                         |  |               |   |  |             |  
|Accounts payable                                                                                                                                |  | 34,229        |   |  | 52,197      |  
|Accrued liabilities                                                                                                                             |  | 137,732       |   |  | 103,903     |  
|Note Payable (Note 9)                                                                                                                           |  | 100,416       |   |  | -           |  
|                                                                                                                                                |  |               |   |  |             |  
|Total Current Liabilities                                                                                                                       |  | 272,377       |   |  | 156,100     |  
|                                                                                                                                                |  |               |   |  |             |  
|Deferred Revenue(Note 10)                                                                                                                       |  | 368,643       |   |  | 93,429      |  
|Asset Retirement Obligation(Note
      11)                                                                                                      |  | 23,016        |   |  | 22,455      |  
|                                                                                                                                                |  |               |   |  |             |  
|Total Liabilities                                                                                                                               |  | 664,036       |   |  | 271,984     |  
|                                                                                                                                                |  |               |   |  |             |  
|Going Concern(Note 2)                                                                                                                           |  |               |   |  |             |  
|Commitments and Contingencies(Note 15)                                                                                                          |  |               |   |  |             |  
|Related Party Transactions(Note 16)                                                                                                             |  |               |   |  |             |  
|Subsequent Event(Note 17)                                                                                                                       |  |               |   |  |             |  
|                                                                                                                                                |  |               |   |  |             |  
|Redeemable Preferred Stock(Note 12)                                                                                                             |  | -             |   |  | 300,000     |  
|                                                                                                                                                |  |               |   |  |             |  
|STOCKHOLDERS' EQUITY                                                                                                                            |  |               |   |  |             |  
|Capital Stock(Note 13)                                                                                                                          |  |               |   |  |             |  
|Preferred stock, $0.0001 par value,
      50,000,000 shares authorized, none issued and outstanding (June 30, 2011 
      2,608,696) (Note 12) |  | -             |   |  | -           |  
|Common stock, $0.0001 par
      value, 500,000,000 shares authorized, 72,935,486 issued and outstanding
      (June 30, 2011  70,326,790)      |  | 7,294         |   |  | 7,033       |  
|Additional Paid-in Capital                                                                                                                      |  | 21,419,986    |   |  | 21,120,247  |  
|Accumulated Other Comprehensive Loss                                                                                                            |  | (48,568       | ) |  | -           |  
|Deficit Accumulated During the Exploration Stage                                                                                                |  | (19,845,276   | ) |  | (19,458,777 | )
|                                                                                                                                                |  |               |   |  |             |  
|Total Stockholders' Equity                                                                                                                      |  | 1,533,436     |   |  | 1,668,503   |  
|                                                                                                                                                |  |               |   |  |             |  
|Total Liabilities and Stockholders' Equity                                                                                                      |  | 2,197,472     |   |  | 2,240,487   |  

See Condensed Notes to the Interim Consolidated Financial
Statements

-4-

---

|INFRASTRUCTURE MATERIALS CORP.                                            
|--------------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                                     
|Interim Consolidated Statements of Operations and
      Comprehensive Loss
|For the three months ended September 30, 2011 and September
      30, 2010
|and the Period from Inception (June 3, 1999) to September
      30, 2011  
|(Amounts expressed in US Dollars)                                         
|(Unaudited-Prepared by Management)                                        

|                                                                       |  |             |   |  | For the       |   |  | For the       |  
|---------------------------------------------------------------------- |  | ----------- | - |  | ------------- | - |  | ------------- | -
|                                                                       |  |             |   |  | three months  |   |  | three months  |  
|                                                                       |  | Cumulative  |   |  | ended         |   |  | ended         |  
|                                                                       |  | since       |   |  | September 30, |   |  | September 30, |  
|                                                                       |  | inception   |   |  | 2011          |   |  | 2010          |  
|                                                                       |  | $           |   |  | $             |   |  | $             |  
|Operating Expenses                                                     |  |             |   |  |               |   |  |               |  
|                                                                       |  |             |   |  |               |   |  |               |  
|General and
      administration                                       |  | 9,294,225   |   |  | 216,087       |   |  | 198,759       |  
|Project expenses                                                       |  | 10,018,542  |   |  | 139,057       |   |  | 1,093,390     |  
|Depreciation                                                           |  | 1,066,952   |   |  | 31,090        |   |  | 36,787        |  
|                                                                       |  |             |   |  |               |   |  |               |  
|Total Operating Expenses                                               |  | 20,379,719  |   |  | 386,234       |   |  | 1,328,936     |  
|                                                                       |  |             |   |  |               |   |  |               |  
|Loss from Operations                                                   |  | (20,379,719 | ) |  | (386,234      | ) |  | (1,328,936    | )
|Other income-interest                                                  |  | 386,667     |   |  | 151           |   |  | 1,014         |  
|Other
      income-gain on bargain purchase (Note 8)                   |  | 238,645     |   |  | -             |   |  | -             |  
|Interest Expense                                                       |  | (90,869     | ) |  | (416          | ) |  | -             |  
|                                                                       |  |             |   |  |               |   |  |               |  
|Loss before Income Taxes                                               |  | (19,845,276 | ) |  | (386,499      | ) |  | (1,327,922    | )
|                                                                       |  |             |   |  |               |   |  |               |  
|Provision for income taxes                                             |  | -           |   |  | -             |   |  | -             |  
|                                                                       |  |             |   |  |               |   |  |               |  
|Net Loss                                                               |  | (19,845,276 | ) |  | (386,499      | ) |  | (1,327,922    | )
|                                                                       |  |             |   |  |               |   |  |               |  
|Unrealized loss on marketable
      securities (Note 10)               |  |             |   |  | (48,568       | ) |  | -             |  
|                                                                       |  |             |   |  |               |   |  |               |  
|Comprehensive Loss                                                     |  |             |   |  | (435,067      | ) |  | (1,327,922    | )
|                                                                       |  |             |   |  |               |   |  |               |  
|Loss per Weighted Average Number of
    Shares Outstanding             |  |             |   |  |               |   |  |               |  
|-Basic and Fully Diluted                                               |  |             |   |  | (0.01         | ) |  | (0.02         | )
|                                                                       |  |             |   |  |               |   |  |               |  
|Weighted Average Number of Shares Outstanding During the
      Periods |  |             |   |  |               |   |  |               |  
|-Basic and Fully Diluted                                               |  |             |   |  | 70,383,501    |   |  | 68,194,000    |  

See Condensed Notes to the Interim Consolidated Financial
Statements

-5-

---

|INFRASTRUCTURE MATERIALS CORP.                                                    
|----------------------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                                             
|Interim Consolidated Financial Statements of Changes in
      Stockholders Equity
|From Inception (June 3, 1999) to September 30, 2011                               
|(Amounts expressed in US Dollars)                                                 
|(Unaudited-Prepared by Management)                                                

|                                                                                                                     |  |              |   |  |            |  |  |            |   |  |              |   |  | Deficit     |   |  |               |   |  |               |  
|-------------------------------------------------------------------------------------------------------------------- |  | ------------ | - |  | ---------- |  |  | ---------- | - |  | ------------ | - |  | ----------- | - |  | ------------- | - |  | ------------- | -
|                                                                                                                     |  |              |   |  |            |  |  |            |   |  |              |   |  | Accumulated |   |  | Accumulated   |   |  |               |  
|                                                                                                                     |  | Common Stock |   |  | Additional |  |  | Deferred   |   |  | during the   |   |  | Other       |   |  | Total         |  
|                                                                                                                     |  | Number       |   |  |            |  |  | Paid-in    |   |  | Stock        |   |  | Exploration |   |  | Comprehensive |   |  | Stockholders' |  
|                                                                                                                     |  | of Shares    |   |  | Amount     |  |  | Capital    |   |  | Compensation |   |  | Stage       |   |  | Loss          |   |  | 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 (audited)                                                                                      |  | 1            |   |  | -          |  |  | 6,805      |   |  | -            |   |  | (6,805      | ) |  |               |   |  | -             |  
|Contribution to additional paid-in capital                                                                           |  | -            |   |  | -          |  |  | 3,024      |   |  |              |   |  |             |   |  |               |   |  | 3,024         |  
|Cancelled 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    |   |  |              |   |  | -           |   |  |               |   |  | 415,000       |  
|Subscription for stock                                                                                               |  |              |   |  |            |  |  | 300,000    |   |  |              |   |  | -           |   |  |               |   |  | 300,000       |  
|Stock issuance cost                                                                                                  |  | -            |   |  | -          |  |  | (24,500    | ) |  |              |   |  | -           |   |  |               |   |  | (24,500       | )
|Net loss for the year                                                                                                |  | -            |   |  | -          |  |  | -          |   |  |              |   |  | (87,574     | ) |  |               |   |  | (87,574       | )
|Balance June 30, 2006 (audited)                                                                                      |  | 16,410,000   |   |  | 1,641      |  |  | 698,687    |   |  | -            |   |  | (94,379     | ) |  |               |   |  | 605,949       |  
|                                                                                                                     |  |              |   |  |            |  |  |            |   |  |              |   |  |             |   |  |               |   |  |               |  
|Common shares issued for cash                                                                                        |  | 3,395,739    |   |  | 340        |  |  | 548,595    |   |  |              |   |  | -           |   |  |               |   |  | 548,935       |  
|Common shares issued to agents in lieu of commission
      for placement of common shares and convertible debentures |  | 1,064,000    |   |  | 106        |  |  | 265,894    |   |  |              |   |  | -           |   |  |               |   |  | 266,000       |  
|Common shares issued for acquisition
      of interests in mineral claims                                            |  | 3,540,600    |   |  | 354        |  |  | 884,796    |   |  |              |   |  | -           |   |  |               |   |  | 885,150       |  
|Common shares issued for acquisition of interests in
      mineral claims                                            |  | 1,850,000    |   |  | 185        |  |  | 462,315    |   |  |              |   |  | -           |   |  |               |   |  | 462,500       |  
|Common shares issued for acquisition
      interests in a refinery                                                   |  | 88,500       |   |  | 9          |  |  | 22,116     |   |  |              |   |  | -           |   |  |               |   |  | 22,125        |  
|Common shares issued for purchase of a mill with
      capital equipments                                            |  | 6,975,000    |   |  | 697        |  |  | 1,743,053  |   |  |              |   |  | -           |   |  |               |   |  | 1,743,750     |  
|Stock issuance cost                                                                                                  |  |              |   |  |            |  |  | (59,426    | ) |  |              |   |  |             |   |  |               |   |  | (59,426       | )
|Stock based compensation                                                                                             |  |              |   |  |            |  |  | 30,026     |   |  |              |   |  |             |   |  |               |   |  | 30,026        |  
|Net loss for the year                                                                                                |  |              |   |  | -          |  |  | -          |   |  | -            |   |  | (2,845,424  | ) |  |               |   |  | (2,845,424    | )
|Balance June 30, 2007 (audited)                                                                                      |  | 33,323,839   |   |  | 3,332      |  |  | 4,596,056  |   |  | -            |   |  | (2,939,803  | ) |  |               |   |  | 1,659,585     |  
|                                                                                                                     |  |              |   |  |            |  |  |            |   |  |              |   |  |             |   |  |               |   |  |               |  
|Common stock issued to consultants                                                                                   |  | 3,000,000    |   |  | 300        |  |  | 2,249,700  |   |  | (1,875,000   | ) |  | -           |   |  |               |   |  | 375,000       |  
|Stock based compensation                                                                                             |  |              |   |  | -          |  |  | 139,272    |   |  |              |   |  | -           |   |  |               |   |  | 139,272       |  
|Warrant modification expense                                                                                         |  |              |   |  |            |  |  | 844,423    |   |  |              |   |  |             |   |  |               |   |  | 844,423       |  
|Conversion of convertible debentures
      with accrued interest                                                     |  | 7,186,730    |   |  | 719        |  |  | 3,590,801  |   |  | -            |   |  | -           |   |  |               |   |  | 3,591,520     |  
|Common shares issued for acquisition of interests in
      mineral claims                                            |  | 175,000      |   |  | 18         |  |  | 104,982    |   |  |              |   |  |             |   |  |               |   |  | 105,000       |  
|Common stock issued to a consultant                                                                                  |  | 100,000      |   |  | 10         |  |  | 57,990     |   |  |              |   |  |             |   |  |               |   |  | 58,000        |  
|Amortization of deferred stock compensation                                                                          |  |              |   |  |            |  |  |            |   |  | 562,500      |   |  |             |   |  |               |   |  | 562,500       |  
|Net loss for the year                                                                                                |  |              |   |  |            |  |  |            |   |  |              |   |  | (4,635,465  | ) |  |               |   |  | (4,635,465    | )
|Balance June 30, 2008 (audited)                                                                                      |  | 43,785,569   |   |  | 4,379      |  |  | 11,583,224 |   |  | (1,312,500   | ) |  | (7,575,268  | ) |  |               |   |  | 2,699,835     |  
|                                                                                                                     |  |              |   |  |            |  |  |            |   |  |              |   |  |             |   |  |               |   |  |               |  
|Common shares issued for cash (net)                                                                                  |  | 7,040,000    |   |  | 704        |  |  | 3,372,296  |   |  | -            |   |  | -           |   |  |               |   |  | 3,373,000     |  
|Common stock issued to a consultant                                                                                  |  | 75,000       |   |  | 7          |  |  | 43,493     |   |  | -            |   |  | -           |   |  |               |   |  | 43,500        |  
|Common stock issued on acquisition of a subsidiary                                                                   |  | 397,024      |   |  | 40         |  |  | 31,722     |   |  | -            |   |  | -           |   |  |               |   |  | 31,762        |  
|Common shares issued on warrant
      exercises                                                                      |  | 8,900,907    |   |  | 890        |  |  | 2,224,337  |   |  | -            |   |  | -           |   |  |               |   |  | 2,225,227     |  
|Stock based compensation                                                                                             |  |              |   |  |            |  |  | 814,050    |   |  |              |   |  |             |   |  |               |   |  | 814,050       |  
|Warrant modification expense                                                                                         |  |              |   |  |            |  |  | 346,673    |   |  |              |   |  |             |   |  |               |   |  | 346,673       |  
|Amortization of deferred stock compensation                                                                          |  |              |   |  |            |  |  |            |   |  | 1,125,000    |   |  |             |   |  |               |   |  | 1,125,000     |  
|Net loss for the year                                                                                                |  |              |   |  |            |  |  |            |   |  |              |   |  | (6,045,477  | ) |  |               |   |  | (6,045,477    | )
|Balance June 30, 2009 (audited)                                                                                      |  | 60,198,500   |   |  | 6,020      |  |  | 18,415,795 |   |  | (187,500     | ) |  | (13,620,745 | ) |  |               |   |  | 4,613,570     |  
|                                                                                                                     |  |              |   |  |            |  |  |            |   |  |              |   |  |             |   |  |               |   |  |               |  
|Common shares issued for cash                                                                                        |  | 6,973,180    |   |  | 697        |  |  | 1,603,134  |   |  |              |   |  |             |   |  |               |   |  | 1,603,831     |  
|Common stock issued on acquisition of
      a subsidiary                                                             |  | 1,021,777    |   |  | 102        |  |  | 275,778    |   |  |              |   |  |             |   |  |               |   |  | 275,880       |  
|Stock based compensation                                                                                             |  |              |   |  |            |  |  | 216,751    |   |  |              |   |  |             |   |  |               |   |  | 216,751       |  
|Amortization of deferred stock
      compensation                                                                    |  |              |   |  |            |  |  |            |   |  | 187,500      |   |  |             |   |  |               |   |  | 187,500       |  
|Net loss for the year                                                                                                |  |              |   |  |            |  |  |            |   |  |              |   |  | (3,314,953  | ) |  |               |   |  | (3,314,953    | )
|Balance June 30, 2010 (audited)                                                                                      |  | 68,193,457   |   |  | 6,819      |  |  | 20,511,458 |   |  | -            |   |  | (16,935,698 | ) |  |               |   |  | 3,582,579     |  
|                                                                                                                     |  |              |   |  |            |  |  |            |   |  |              |   |  |             |   |  |               |   |  |               |  
|Common shares issued for cash                                                                                        |  | 2,083,333    |   |  | 209        |  |  | 499,791    |   |  |              |   |  |             |   |  |               |   |  | 500,000       |  
|Stock based compensation                                                                                             |  |              |   |  |            |  |  | 101,503    |   |  |              |   |  |             |   |  |               |   |  | 101,503       |  
|Common stock options exercised                                                                                       |  | 50,000       |   |  | 5          |  |  | 7,495      |   |  |              |   |  |             |   |  |               |   |  | 7,500         |  
|Net loss for the year                                                                                                |  |              |   |  |            |  |  |            |   |  |              |   |  | (2,523,079  | ) |  |               |   |  | (2,523,079    | )
|Balance June 30, 2011 (audited)                                                                                      |  | 70,326,790   |   |  | 7,033      |  |  | 21,120,247 |   |  | -            |   |  | (19,458,777 | ) |  |               |   |  | 1,668,503     |  
|                                                                                                                     |  |              |   |  |            |  |  |            |   |  |              |   |  |             |   |  |               |   |  |               |  
|Preferred shares converted to common
      shares                                                                    |  | 2,608,696    |   |  | 261        |  |  | 299,739    |   |  |              |   |  |             |   |  |               |   |  | 300,000       |  
|Unrealized loss on marketable securities                                                                             |  |              |   |  |            |  |  |            |   |  |              |   |  |             |   |  | (48,568       | ) |  | (48,568       | )
|Net loss for the period                                                                                              |  |              |   |  |            |  |  |            |   |  |              |   |  | (386,499    | ) |  |               |   |  | (386,499      | )
|Balance September 30, 2011 (unaudited)                                                                               |  | 72,935,486   |   |  | 7,294      |  |  | 21,419,986 |   |  | -            |   |  | (19,845,276 | ) |  | (48,568       | ) |  | 1,533,436     |  

See Condensed Notes to the Interim Consolidated Financial
Statements

- 6 -

---

|INFRASTRUCTURE MATERIALS CORP.                                               
|-----------------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                                        
|Interim Consolidated Statements of Cash Flows                                
|For the three months ended September 30, 2011 and September
      30, 2010   
|and for the period from Inception (June 3, 1999) to
      September 30, 2011.
|(Amounts expressed in US Dollars)                                            
|(Unaudited-Prepared by Management)                                           

|                                                                                                                         |  | Cumulative  |   |  | For the three      |   |  | For the three      |  
|------------------------------------------------------------------------------------------------------------------------ |  | ----------- | - |  | ------------------ | - |  | ------------------ | -
|                                                                                                                         |  | Since       |   |  | months ended       |   |  | months ended       |  
|                                                                                                                         |  | Inception   |   |  | September 30, 2011 |   |  | September 30, 2010 |  
|                                                                                                                         |  | $           |   |  | $                  |   |  | $                  |  
|Cash Flows from Operating Activities                                                                                     |  |             |   |  |                    |   |  |                    |  
|Net loss                                                                                                                 |  | (19,845,276 | ) |  | (386,499           | ) |  | (1,327,922         | )
|Adjustment for:                                                                                                          |  |             |   |  |                    |   |  |                    |  
|Depreciation                                                                                                             |  | 1,066,952   |   |  | 31,090             |   |  | 36,787             |  
|Amortization of debt issuance
      cost                                                                                 |  | 247,490     |   |  | -                  |   |  | -                  |  
|Loss on disposal
      of plant and equipment                                                                            |  | 10,524      |   |  | -                  |   |  | -                  |  
|Gain on Bargain Purchase (Note
      8)                                                                                  |  | (238,645    | ) |  | -                  |   |  | -                  |  
|Stock based
      compensation                                                                                           |  | 1,301,602   |   |  | -                  |   |  | 27,119             |  
|Warrant modification expense                                                                                             |  | 1,191,096   |   |  | -                  |   |  | -                  |  
|Shares issued
      for mineral claims, as part of project expenses                                                      |  | 1,452,650   |   |  | -                  |   |  | -                  |  
|Shares issued for consultant
      services expensed                                                                     |  | 2,351,500   |   |  | -                  |   |  | -                  |  
|Shares issued on
      acquisition of subsidiary                                                                         |  | 31,762      |   |  | -                  |   |  | -                  |  
|Accretion of Asset Retirement
      Obligation (Note 11)                                                                 |  | 23,016      |   |  | 561                |   |  | -                  |  
|Interest accrued
      on promissory note                                                                                |  | 416         |   |  | 416                |   |  | -                  |  
|Interest on convertible
      debentures                                                                                 |  | 90,453      |   |  | -                  |   |  | -                  |  
|Changes in non-cash working
      capital                                                                                |  |             |   |  |                    |   |  |                    |  
|Prepaid expenses                                                                                                         |  | (180,933    | ) |  | (77,126            | ) |  | (56,396            | )
|Accounts payable                                                                                                         |  | 34,229      |   |  | (17,968            | ) |  | 338,826            |  
|Accrued liabilities                                                                                                      |  | 138,173     |   |  | 33,829             |   |  | (11,937            | )
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Net cash used in operating activities                                                                                    |  | (12,324,991 | ) |  | (415,697           | ) |  | (993,523           | )
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Cash Flows from Investing Activities                                                                                     |  |             |   |  |                    |   |  |                    |  
|Decrease
      (Increase) in Short-term investments                                                                      |  | (33,643     | ) |  | 49,961             |   |  | (820               | )
|Increase in Reclamation Deposit                                                                                          |  | (240,805    | ) |  | -                  |   |  | -                  |  
|Increase in
      Restricted Cash                                                                                        |  | (82,500     | ) |  | -                  |   |  | -                  |  
|Cash received for option on
      claims and included in Deferred revenue (Note 10)*                                     |  | 235,050     |   |  | 210,050            |   |  | -                  |  
|Acquisition of
      plant and equipment for cash                                                                        |  | (111,750    | ) |  | -                  |   |  | -                  |  
|Proceeds from sale of plant and
      equipment                                                                          |  | 2,500       |   |  | -                  |   |  | -                  |  
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Net cash provided (used) in investing
      activities                                                                   |  | (231,148    | ) |  | 260,011            |   |  | (820               | )
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Cash Flows from Financing Activities                                                                                     |  |             |   |  |                    |   |  |                    |  
|Issuance of
      common shares for cash                                                                                 |  | 6,894,571   |   |  | -                  |   |  | -                  |  
|Issuance of preferred shares for
      cash                                                                              |  | 300,000     |   |  | -                  |   |  | -                  |  
|Issuance of
      common shares for option exercise                                                                      |  | 7,500       |   |  | -                  |   |  | 7,500              |  
|Issuance of common shares for
      warrant exercises                                                                    |  | 2,225,227   |   |  | -                  |   |  | -                  |  
|Issuance of
      promissory note                                                                                        |  | 100,000     |   |  | 100,000            |   |  | -                  |  
|Issuance of convertible
      debentures subsequently converted to cash                                                  |  | 3,501,067   |   |  | -                  |   |  | -                  |  
|Stock and
      debenture placement commissions paid in cash                                                             |  | (210,000    | ) |  | -                  |   |  | -                  |  
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Net cash provided by financing
      activities                                                                          |  | 12,818,365  |   |  | 100,000            |   |  | 7,500              |  
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Net Change in Cash                                                                                                       |  | 262,226     |   |  | (55,686            | ) |  | (986,843           | )
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Cash- beginning of period                                                                                                |  | -           |   |  | 317,912            |   |  | 1,598,248          |  
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Cash - end of period                                                                                                     |  | 262,226     |   |  | 262,226            |   |  | 611,405            |  
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Supplemental Cash Flow Information                                                                                       |  |             |   |  |                    |   |  |                    |  
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Interest Paid                                                                                                            |  | -           |   |  | -                  |   |  | -                  |  
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|Income taxes paid                                                                                                        |  | -           |   |  | -                  |   |  | -                  |  
|                                                                                                                         |  |             |   |  |                    |   |  |                    |  
|* Excludes receipt of marketable
      securities for $133,593, being a non-cash item included in Deferred
      Revenue |  |             |   |  |                    |   | 

See Condensed Notes to the Interim Consolidated Financial
Statements

-7-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The accompanying unaudited condensed consolidated
      financial statements of Infrastructure Materials Corp. (the Company),
      have been prepared in accordance with the instructions to Form 10-Q and
      therefore do not include all information and footnotes necessary for a
      fair presentation of financial position, results of operations and cash
      flows in conformity with U.S. generally accepted accounting principles
      (GAAP); however, such information reflects all adjustments that are, in
      the opinion of management, necessary for a fair statement of the results
      for the interim periods. The condensed consolidated financial statements
      should be read in conjunction with the Consolidated Financial Statements
      and Notes thereto together with Managements Discussion and Analysis of
      Financial Condition and Results of Operations contained in the Companys
      Annual Report on Form 10-K for the year ended June 30, 2011. In the
      opinion of management, the accompanying condensed consolidated financial
      statements reflect all adjustments of a normal recurring nature considered
      necessary to fairly state the financial position of the Company at
      September 30, 2011 and June 30, 2011, the results of its operations for
      the three-month periods ended September 30, 2011 and September 30, 2010,
      and its cash flows for the three-month periods ended September 30, 2011
      and September 30, 2010. In addition, some of the Companys statements in
      this Quarterly Report on Form 10-Q may be considered forward-looking and
      involve risks and uncertainties that could significantly impact expected
      results. The results of operations for the three-month period ended
      September 30, 2011 are not necessarily indicative of results to be
      expected for the full year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The condensed consolidated financial statements include
      the accounts of the Company and its subsidiaries, Infrastructure Materials
      Corp US (IMC US), Silver Reserve Corp. (SRC or Silver Reserve) and
      Canadian Infrastructure Corp. (CIC). All material inter-company accounts
      and transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company is in the exploration stage and has not yet
      realized revenues from its planned operations. The Company has incurred a
      cumulative loss of $19,845,276 from inception to September 30, 2011. 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 has no source of
      operating revenue and expects to incur significant expenses before
      establishing operating revenue. Due to continuing operating losses and
      cash outflows from continuing operations, the Companys continuation as a
      going concern is dependent upon its ability to obtain adequate financing
      and to reach profitable levels of operation. In the event that the Company
      is unable to raise additional capital, as to which there is no assurance,
      the Company will not be able to continue doing business. The Companys
      future success is dependent upon its continued ability to raise sufficient
      capital, not only to finance its operating expenses, but to continue its
      exploration activities and its assessments of the commercial viability of
      its claims. There is no assurance that such capital will be available on
      acceptable terms, if at all, or that the Company will attain profitable
      levels of operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

-8-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|2. | Going Concern  Contd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company has funded operations primarily through the
      issuance of capital stock, convertible debentures and redeemable preferred
      stock. In May and June of 2006, the Company closed a private placement of
      its common stock for gross proceeds of $415,000. During the year ended
      June 30, 2007 the Company raised $848,935 (including $300,000 received in
      the prior year as stock subscriptions) through 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 fiscal year ended June 30, 2009, the Company
      completed private placements of common stock for proceeds of $3,373,000
      net of cash expenses and issued common stock as a result of warrant
      exercises for proceeds of $2,225,227. In June 2010 and February 2011 the
      Company completed private placements of its common stock for gross
      proceeds of $1,603,831 and $500,000, respectively. In June 2011 the
      Company completed a private placement of redeemable preferred stock for
      gross proceeds of $300,000. 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These financial statements have been prepared in
      accordance with United States generally accepted accounting principles
      applicable to a going concern. Accordingly, they do not give effect to
      adjustments that would be necessary should the Company be unable to
      continue as a going concern and therefore be required to realize its
      assets and satisfy its liabilities and commitments in other than the
      normal course of business and at amounts different from those in the
      accompanying financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Companys focus is on the exploration and
      development, if feasible, of limestone, silver and other metals from its
      claims in the states of Nevada and Arizona and the Canadian province of
      Manitoba.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company is an exploration stage mining company and
      has not yet realized any revenue from its operations. It is primarily
      engaged in the acquisition and exploration of mineral properties. Mineral
      property acquisition costs are initially capitalized in accordance with
      ASC 805-20-55-37, previously referenced as the FASB Emerging Issues Task
      Force ("EITF") Issue 04-2. The Company assesses the carrying costs for
      impairment under ASC 930 at each fiscal quarter end. When it has been
      determined that a mineral property can be economically developed as a
      result of establishing proven and probable reserves, the costs incurred to
      develop such property will be capitalized. The Company has determined
      that, except for the amount capitalized as Mineral Property Interests for
      $514,525 (See Note 8, Mineral Property Interests), all property payments
      are impaired and accordingly the Company has written off the acquisition
      costs to project expenses. Once capitalized, such costs will be amortized
      using the units-of-production method over the estimated life of the
      probable reserve.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | To date, mineral property exploration costs have been
      expensed as incurred. To date the Company has not established any proven
      or probable reserves on its mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

-9-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|3. | Nature of Operations  Contd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Companys limestone subsidiary, IMC US,
      controls 12 limestone Projects in Nevada, made up of 658 mineral claims
      covering approximately 13,594 acres on land owned or controlled by the
      United States Department of Interior Bureau of Land Management (BLM).
      IMC US has acquired 100% of the Mineral Rights on an additional 1,120
      acres, 50% of the Mineral Rights on 7,400 acres, and 25% of the Mineral
      Rights on 160 acres. IMC US also holds 14 mineral exploration permits
      covering approximately 7,939 acres at two projects in the state of
      Arizona.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On December 18, 2008, the Company incorporated
      a second wholly owned subsidiary in the state of Delaware under its former
      name, Silver Reserve Corp. The Company assigned all fourteen of its
      silver/base metal projects in Nevada to this subsidiary. As of June 1,
      2010, SRC terminated its interests in one of the projects. SRCs remaining
      thirteen claim groups contain 416 mineral claims covering approximately
      8,553 acres and 10 patented claims and 2 leased patented claims covering
      approximately 238 acres. SRC also has a milling facility located in Mina,
      Nevada on six mill site claims covering approximately 30 acres.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In December 2009, the Company further expanded
      its limestone exploration activities by acquiring CIC, its wholly-owned
      Canadian subsidiary, which controlled 95 limestone quarry leases issued by
      the province of Manitoba, Canada, covering 6090 hectares (15,049 acres).
      The Company acquired CIC pursuant to a Share Exchange Agreement (the CIC
      Agreement) between the Company, CIC and Todd D. Montgomery dated as of
      December 15, 2009. Mr. Montgomery was the sole shareholder of CIC. Because
      Mr. Montgomery is also the Companys Chief Executive Officer and a member
      of its Board of Directors, the CIC Agreement was approved by the
      disinterested members of the Companys Board of Directors on November 27,
      2009, after obtaining an independent appraisal and market study for the
      properties. Under the terms of the CIC Agreement, the Company acquired all
      of the issued and outstanding stock of CIC in exchange for 1,021,777
      shares of the Company. The CIC Agreement closed on February 9, 2010. Also
      see Note 8, Mineral Property Interests. In January 2011 and May 2011, the
      Company decided to forfeit a total of 60 quarry leases covering
      approximately 3,709 hectares (9,166 acres). As of September 30, 2011, CIC
      controls 35 quarry leases covering 2,381 hectares (5,883 acres).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company has not yet determined that any of
      its claims, mineral rights, mineral exploration permits or quarry leases
      can be economically developed and has expensed related costs to project
      expense. The Companys assessment of the claims, mineral exploration
      permits, mineral rights and quarry leases may change after further
      exploration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

-10-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|4. | Fair Value of Financial Instruments                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------
|   |                                                                                                                 
|   | The fair values of financial assets measured in
      the balance sheet as of September 30, 2011 are as follows:

| |                           |  |          |  |  | Quoted prices    |  |  |             |  |  |               | 
| | ------------------------- |  | -------- |  |  | ---------------- |  |  | ----------- |  |  | ------------- | 
| |                           |  |          |  |  | in active        |  |  | Significant |  |  |               | 
| |                           |  |          |  |  | markets for      |  |  | observable  |  |  | Unobservable  | 
| |                           |  | Carrying |  |  | identical assets |  |  | inputs      |  |  | inputs        | 
| | Balance sheet             |  | Amount   |  |  | **(Level 1)**    |  |  | (Level 2)   |  |  | **(Level 3)** | 
| | classification and nature |  | **$**    |  |  | **$**            |  |  | **$**       |  |  | **$**         | 
| |                           |  |          |  |  |                  |  |  |             |  |  |               | 
| | Assets                    |  |          |  |  |                  |  |  |             |  |  |               | 
| | Cash and cash equivalents |  | 262,226  |  |  | 262,226          |  |  |             |  |  |               | 
| | Short term investments    |  | 33,643   |  |  | 33,643           |  |  |             |  |  |               | 
| | Marketable securities     |  | 85,025   |  |  | 85,025           |  |  |             |  |  |               | 
| | Restricted Cash           |  | 82,500   |  |  | 82,500           |  |  |             |  |  |               | 

| | The fair values of financial assets measured in
      the balance sheet as of June 30, 2011 are as follows:
| | -----------------------------------------------------------------------------------------------------------

| |                           |  |          |  |  | Quoted prices    |  |  |               |  |  |               | 
| | ------------------------- |  | -------- |  |  | ---------------- |  |  | ------------- |  |  | ------------- | 
| |                           |  |          |  |  | in active        |  |  | Significant   |  |  |               | 
| |                           |  |          |  |  | markets for      |  |  | observable    |  |  | Unobservable  | 
| |                           |  | Carrying |  |  | identical assets |  |  | inputs        |  |  | inputs        | 
| | Balance sheet             |  | Amount   |  |  | **(Level 1)**    |  |  | **(Level 2)** |  |  | **(Level 3)** | 
| | classification and nature |  | **$**    |  |  | **$**            |  |  | **$**         |  |  | **$**         | 
| |                           |  |          |  |  |                  |  |  |               |  |  |               | 
| | Assets                    |  |          |  |  |                  |  |  |               |  |  |               | 
| | Cash and cash equivalents |  | 317,912  |  |  | 317,912          |  |  |               |  |  |               | 
| | Short term investments    |  | 83,604   |  |  | 83,604           |  |  |               |  |  |               | 
| | Marketable securities     |  | 68,429   |  |  | 68,429           |  |  |               |  |  |               | 
| | Restricted Cash           |  | 82,500   |  |  | 82,500           |  |  |               |  |  |               | 

|5. | Restricted Cash                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Amounts reflected as Restricted Cash represent collateral
      pledged toward reclamation liabilities assessed by the BLM. Periodically,
      the BLM may require the Company to pledge additional cash collateral or
      the Company may be allowed to remove restrictions on this cash by
      completing its reclamation obligations, as the case may be.                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | Reclamation Deposit                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company posted a reclamation bond of $240,805
      pursuant to the Plan of Operations for its Blue Nose limestone project, as
      required by the BLM to secure remediation costs if the project is
      abandoned or closed. The Company must complete certain reclamation work
      for these funds to be released, but may leave the bond in place for future
      exploration programs, even if such reclamation work is
  completed.

-11-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|7. | Plant and Equipment, Net                                                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                       
|   | 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 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


| |                                |  | September 30, 2011 |  |  | June 30, 2011 | 
| | ------------------------------ |  | ------------------ |  |  | ------------- | 
| |                                |  |                    |  |  | Accumulated   | 
| |                                |  | Cost               |  |  | Depreciation  | 
| |                                |  | $                  |  |  | $             | 
| |                                |  |                    |  |  |               | 
| | Computer equipment             |  | 14,448             |  |  | 6,278         | 
| | Office, furniture and fixtures |  | 3,623              |  |  | 2,121         | 
| | Plant and Machinery            |  | 1,514,511          |  |  | 848,548       | 
| | Tools                          |  | 11,498             |  |  | 5,217         | 
| | Vehicles                       |  | 76,928             |  |  | 45,048        | 
| | Consumables                    |  | 64,197             |  |  | 62,149        | 
| | Molds                          |  | 900                |  |  | 750           | 
| | Mobile Equipment               |  | 73,927             |  |  | 49,800        | 
| | Factory Buildings              |  | 74,849             |  |  | 17,155        | 
| |                                |  | 1,834,881          |  |  | 1,037,066     | 
| |                                |  |                    |  |  |               | 
| | Net carrying amount            |  |                    |  |  | 797,815       | 
| | Depreciation charges           |  |                    |  |  | 31,090        | 

|8. | Mineral Property Interests                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company entered into an agreement to acquire CIC as a
      wholly-owned subsidiary, pursuant to the CIC Agreement between the
      Company, CIC and Todd D. Montgomery dated as of December 15, 2009. Under
      the terms of the CIC Agreement, the Company acquired all of the issued and
      outstanding stock of CIC in exchange for 1,021,777 shares of the Company.
      The CIC Agreement closed on February 9, 2010.

-12-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|8. | Mineral Property Interests  Contd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company accounted for the acquisition of CIC as a
      business combination under the acquisition method as discussed in FASB ASC
      Topic 805. ASC 805 requires acquisition-date fair value measurement of
      identifiable assets, liabilities assumed and non-controlling interests in
      the acquiree. The only assets acquired were CICS quarry leases having a
      fair value of $514,525 (CAD $550,000) that were recorded as an asset,
      Mineral Property Interests, on the date of acquisition. The Company
      obtained an independent appraisal and market study to determine the fair
      value of the quarry leases acquired. The stock of the Company traded at
      $0.27 per share on February 9, 2010, and the Company recorded a $275,880
      increase in shareholders equity reflecting the issuance of 1,021,777
      shares of its common stock (Common Shares or a Common Share) in
      exchange for all of the issued and outstanding shares of CIC. There were
      no liabilities assumed by the Company and no non-controlling interests in
      CIC, yielding a bargain purchase price of $238,645 that was recorded as
      Other Income in the Companys Consolidated Statements of Operations and
      Comprehensive Loss. Costs incurred in connection with the acquisition were
      expensed.

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

|9. | Note Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | As of August 24, 2011, the Company borrowed $100,000 from
      Mont Strategies Inc., a corporation that is owned and controlled by Todd
      D. Montgomery, the Companys Chief Executive Officer and a member of its
      Board of Directors. This demand loan was made pursuant to a promissory
      note that calls for all principal and interest to be paid no later than
      the second anniversary of such promissory note (August 24, 2013). The
      principal amount of the promissory note bears interest at four percent
      (4%) per annum and may also be prepaid by the Company at any time without
      penalty. The Company intends to use the proceeds of the promissory note
      for working capital. For the three month period ended September 30, 2011,
      the Company accrued interest expense of $416 for the promissory
    note.

-13-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|10. | Deferred Revenue and Marketable
  Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On February 25, 2011, SRC entered into an option and
      joint venture agreement (the IMMI Option Agreement) with International
      Millennium Mining Inc. (IMMI), a wholly-owned subsidiary of
      International Millennium Mining Corp. (IMMC), to sell an 85% interest in
      SRCs NL Extension Project Claim Group (the NL Project) for total
      consideration of $350,000 and 1,925,000 shares of IMMCs common stock (the
      Consideration). The NL Project consists of 18 mineral claims located in
      Esmeralda County, Nevada, approximately 6 miles southwest of Silver Peak,
      Nevada on Highway 47. Under the terms of the IMMI Option Agreement, the
      Consideration is payable over a five-year period that ends on September
      15, 2015, with IMMIs interest in the NL Project vesting at the end of
      such period. As of June 30, 2011, the Company had received Consideration
      of $93,429, consisting of 275,000 shares of IMMC with a fair market value
      of $68,429 that is recorded as Marketable Securities in the Companys
      Consolidated Balance Sheets and $25,000 in cash. On September 2, 2011, the
      Company received Consideration of $100,164 consisting of 300,000 shares of
      IMMC with a fair market value of $65,164 and $35,000 in cash. Because
      IMMIs interest in the NL Project vests at the end of the five-year
      period, this Consideration is accounted for in the Consolidated Balance
      Sheets as Deferred Revenue, a non-current liability. The unrealized loss
      of $48,568 arising from the reduction in the market value of the Companys
      shares of IMMC as of September 30, 2011, is accounted for in the
      Stockholders Equity section of the Consolidated Balance Sheets as
      Accumulated Other Comprehensive Loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On August 24, 2011, SRC entered into an option agreement
      dated as of August 19, 2011 (the MGold Option Agreement) with MGold
      Resources Inc. (MGold), pursuant to which MGold will have an option (the
      Option) to earn a 50% interest in each of SRCs Silver Queen Claim Group
      (the Silver Queen Property) and Klondyke Claim Group (the Klondyke
      Property) after expenditure of certain Option Costs and the full payment
      of the Cash Consideration, as defined below. The Silver Queen Property
      consists of 147 mineral claims and the Klondyke Property consists of 118
      mineral claims, with both Properties located in Esmeralda County, Nevada.
      The MGold Option Agreement was preceded by a Letter of Intent between SRC
      and MGold dated as of June 8, 2011. Under the terms of the MGold Option
      Agreement, MGold is required to advance exploration expenditures totaling
      CDN$4,000,000 with regards to the Silver Queen Property and CDN$1,350,000
      with regards to the Klondyke Property (together, the Option Costs).
      MGold also will make total cash payments to SRC of CDN$2,000,000 for the
      Silver Queen Property and CDN$265,000 for the Klondyke Property (together,
      the Cash Consideration). The Option Costs are to be made over a period
      of 30 months, and the Cash Consideration is to be paid over a period of 33
      months. Upon full expenditure of the Option Costs and payment of the total
      Cash Consideration, the Option can be exercised and MGold will hold a 50%
      equity interest in each of the Silver Queen Property and Klondyke
      Property. Following exercise of the Option, SRC and MGold will enter into
      a joint venture with regards to the operation of the properties. During
      the period prior to the exercise of the Option, MGold has the right to
      discontinue its Option with respect to either property and retain its
      Option with respect to the other property. On September 26, 2011, the
      Company received $145,875 (CDN$150,000) and $29,175 (CDN$30,000) from
      MGold representing the first Cash Consideration payments for the Silver
      Queen Property and the Klondyke Property, respectively. Because MGolds
      interests in the Silver Queen and Klondyke Properties vest at the end of
      the 33-month period, this Cash Consideration is accounted for in the
      Consolidated Balance Sheets as Deferred Revenue, a non-current
      liability.

-14-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|10. | Deferred Revenue and Marketable Securities 
      Contd          
|--- | -------------------------------------------------------------------
|    |                                                                    
|    | The components of Deferred Revenue are summarized as
      follows:

September 30,
    
    
    June 30,2011
    
    
    2011$
    
    
    $IMMI
    
    193,593
    
    
    93,429MGold
    
    175,050
    
    
    -Total
    
    368,643
    
    
    93,429


|11. | Asset Retirement Obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company is required to recognize a liability for its
      legal obligation to perform reclamation and disturbance monitoring
      activities once any of its projects are abandoned or closed. Although
      these activities are conditional upon future events, the Company is
      required to make a reasonable estimate of the fair value of the liability.
      Based on the existing level of ground disturbance and monitoring
      requirements, the discounted asset retirement obligation ("ARO") was
      estimated to be $22,455 as of June 30, 2011, assuming payments made over a
      three-year period. Determination of the undiscounted ARO and the timing of
      these obligations were based on internal estimates using information
      currently available and existing regulations.                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | At the end of each reporting period, AROs are equal to
      the present value of all estimated future costs required to remediate any
      ground disturbances that exist as of the end of the period, using discount
      rates applicable at the time of initial recognition of each component of
      the liability. A liability for an asset retirement obligation may be
      incurred over more than one reporting period if the events that create the
      obligation occur over more than one reporting period. Any incremental
      liability incurred in a subsequent reporting period will be considered to
      be an additional layer of the original liability. Each layer will be
      initially measured at fair value. Included in this liability are the costs
      of reclamation and monitoring and maintenance costs. A discount rate of
      10% was determined to be applicable. The Company recorded accretion
      expense of $561 for the three-month period ended September 30, 2011. The
      Companys entire ARO as of September 30, 2011 and June 30, 2011 relates to
      the Companys Blue Nose limestone project.

Balance as of June 30, 2011
    $
    22,455Increase in Asset Retirement Obligation
    
    -Accretion for the period ending September
      30, 2011
    
    561Balance as of September 30, 2011
    $
    23,016


-15-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|12. | Redeemable Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Redeemable preferred stock represents preferred stock
      that is either redeemable for cash on a specific date or contingently
      redeemable for cash for events that are not within the control of
      management. Preferred stock where redemption for cash is certain to occur
      is classified in liabilities. The Company currently has no preferred stock
      classified in liabilities. The Companys Series A Convertible Preferred
      Stock is redeemable preferred stock and is required to be classified
      outside of stockholders equity (in the mezzanine section). Redeemable
      preferred stock as of June 30, 2011 equaled $300,000.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Terms, Features and Conditions of the Companys Series A
      Redeemable Preferred Stock:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Date of
    
    
    Number of
    
    
    Par
    
    
    StatedSeries
    
    Designation
    
    
    Shares
    
    
    Value
    
    
    Value
    
    
    ConversionA
    
    6/1/2011
    
    
    2,608,696
    
    $
    0.0001
    
    $
    0.115
    
    $
    0.115


| | The Companys Series A Convertible Preferred
    Stock has voting rights equal to the if-converted number of Common Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Series A Convertible Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | On June 1, 2011, the Company entered into a
      subscription agreement pursuant to which 2,608,696 shares of the Companys
      newly designated Series A Convertible Preferred Stock (Series A Preferred
      Stock), par value $0.0001, were purchased at a price of $0.115 per share
      (the Purchase Price) for an aggregate purchase price of $300,000. The
      Series A Preferred Stock provides for dividends only if and when declared
      by the Board. Each holder of Series A Preferred Stock has the right to
      vote equal to the number of conversion shares issuable upon conversion of
      the Preferred Stock in all matters as to which shareholders are required
      or permitted to vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The Purchase Price was based on the weighted
      average trading price of the Companys Common Shares on the OTC Bulletin
      Board for the fifteen trading days prior to June 1, 2011, the date of the
      Subscription Agreement. The sole purchaser (the Purchaser) participating
      in the subscription agreement was a non-U.S. corporation that is
      controlled by Todd D. Montgomery, the Companys Chief Executive Officer
      and a member of its Board of Directors. The issuance of the Series A
      Preferred Stock was exempt from registration under the Securities Act of
      1933, as amended (the Securities Act) pursuant to an exemption afforded
      by Regulation S promulgated thereunder (Regulation S). The Purchaser and
      Mr. Montgomery are not U.S. Person(s) as that term is defined in
      Regulation S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The Company evaluated the Series A Preferred
      Stock for classification. The Series A Preferred Stock is redeemable at
      any time on or after the first anniversary of the closing absent the
      Companys ability to net share settle. This term and feature does not rise
      to the level of unconditionally redeemable for purposes of liability
      classification. The Company then evaluated the conversion feature embedded
      in the Series A Preferred Stock, and certain other features (i.e. the
      contingent redemption elements) for classification and measurement.
      Generally, embedded terms and features that both (i) meet the definition
      of derivatives and (ii) are clearly and closely related to the host
      contract in terms of risks, do not require bifurcation and separate
      measurement. In order to develop these conclusions, the Company first
      evaluated the hybrid contract to determine if the hybrid contract, with
      all features included, was more akin to an equity instrument or a debt
      instrument. Significant indicators of equity were that the instrument does
      not have a term or a maturity date; it is a perpetual financial
      instrument, the non-existence of a cumulative dividend feature and the
      existence of voting rights based upon the if-converted number of Common
      Shares. The sole indicator of debt was the Holders ability to redeem the
      preferred stock upon the occurrence of a specific event. The weight of
      these indicators led the Company to the conclusion that the hybrid
      contract was more akin to an equity instrument. Accordingly, the
      conversion option does not require bifurcation because its risks and the
      risks of the hybrid are clearly and closely related.

-16-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|12. | Redeemable Preferred Stock  Contd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Further consideration of the classification of the Series
      A Preferred Stock as either equity or mezzanine was required. Generally,
      redeemable instruments, where redemption is either stated or outside the
      control of management, require classification outside of stockholders
      equity. Because the instrument is redeemable at any time on or after the
      first anniversary of the closing absent the Companys ability to net share
      settle, the instrument is required to be classified outside of
      stockholders equity in the mezzanine.                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On September 29, 2011, all of the outstanding shares of
      the Companys Series A Preferred Stock were converted to Common Shares.
      Also see Note 13, Issuance of Common Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13. | Issuance of Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company held an annual meeting of shareholders on
      July 29, 2011. At the meeting, among other actions, the shareholders of
      the Company approved and adopted an amendment increasing the number of
      authorized Common Shares to 500,000,000. On August 1, 2011 the Company
      filed with the Secretary of State of the State of Delaware a certificate
      of amendment (the Amendment) to the Companys certificate of
      incorporation containing the change in the number of authorized Common
      Shares approved by shareholders on July 29, 2011. The Amendment increased
      the number of authorized Common Shares, par value $0.0001, from
      100,000,000 to 500,000,000.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Three month period ended September 30,
  2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On September 29, 2011, 2,608,696 outstanding shares of
      the Companys Series A Preferred Stock were converted to 2,608,696 Common
      Shares, which results in an increase of $261 and $299,739 to common stock
      and additional paid-in capital, respectively. Also see Note 12, Redeemable
      Preferred Stock.                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Year ended June 30, 2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On September 30, 2010, the Company issued 50,000 Common
      Shares pursuant to the exercise of options granted in accordance with its
      employee stock option plan (the 2006 Stock Option Plan). Also see Note
      14, Stock Based Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                            

-17-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|13. | Issuance of Common Shares  Contd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | On February 8, 2011, the Company completed a private
      placement (the Private Placement) of 2,083,333 Common Shares at a price
      of $0.24 per share for total consideration of $500,000. The Private
      Placement was exempt from registration under the Securities Act pursuant
      to an exemption afforded by Regulation S. The sole investor (the
      Investor) participating in the private placement was a non-U.S.
      corporation that is owned and controlled by Todd D. Montgomery, the
      Companys Chief Executive Officer and a member of its Board of Directors.
      The Investor and Mr. Montgomery are not U.S. Person(s) as that term is
      defined in Regulation S.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14. | Stock Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In April of 2006, the Board of Directors approved the
      Companys 2006 Stock Option Plan, the purpose of which was to enhance the
      Company's stockholder value and financial performance by attracting,
      retaining and motivating the Company's officers, directors, key employees
      and consultants and to encourage stock ownership by such individuals by
      providing them with a means to acquire a proprietary interest in the
      Company's success through stock ownership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company held an annual meeting of shareholders on
      July 29, 2011. At the meeting, among other actions, the shareholders of
      the Company approved the amendment and restatement of the 2006 Stock
      Option Plan resulting in the Companys Amended Stock Option Plan (the
      Amended Plan). The Amended Plan replaces the Companys 2006 Stock Option
      Plan and no further options will be issued under the 2006 Stock Option
      Plan. The terms of the Amended Plan include, among others, that (a)
      officers, directors, employees and consultants who provide services to the
      Company may be granted options to acquire the Companys Common Shares at
      the fair market value of the stock on the date of grant, (b) options may
      have a term of up to 10 years, (c) the Company may issue options in a
      number up to a maximum of 10% of the outstanding Common Shares, and (d)
      outstanding stock options previously granted pursuant to the 2006 Stock
      Option Plan will remain in effect and be exercisable in accordance with,
      and be deemed to be issued under, the terms of the Amended Plan.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Three month period ended September 30,
  2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | No options were granted pursuant to the 2006 Stock Option
      Plan or the Amended Plan during the three month period ended September 30,
      2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | On August 31, 2011, 250,000 options that were not granted
      pursuant to the Companys 2006 Stock Option Plan or the Amended plan
      expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The following table summarizes the options outstanding at
      September 30, 2011:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Outstanding at June 30, 2011 (audited)
    950,000Granted
    -Expired
    (250,000)Exercised
    -Forfeited
    -Outstanding at September 30, 2011
    700,000Exercisable at September 30, 2011
  700,000


-18-

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|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|14. | Stock Based Compensation  Contd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | As of September 30, 2011, there was no unrecognized
      expenses related to non-vested stock-based compensation arrangements
      granted. There was no stock-based compensation expense for the three-month period ended September 30, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | On August 1, 2006, the Company acquired the Pansy Lee
      Claims Group from Anglo Gold Mining Inc. in exchange for 1,850,000 Common
      Shares pursuant to an Asset Purchase Agreement dated August 1, 2006 (the
      Pansy Lee Purchase Agreement). Pursuant to the Pansy Lee Purchase
      Agreement, a 2% net smelter royalty pertains to 8 of the 30 claims in this
      group. In the event that any one or more of the 8 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 September 14, 2007, the Company engaged Lumos &
      Associates, Inc. (Lumos) to complete the regulatory permitting process
      for the Companys Mill in Mina, Nevada. The estimated total consideration
      to be paid under the contract was $351,300 and was subsequently increased
      to $366,800. 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. In
      December 2010 this contract was assigned by Lumos to Tetra Tech, Inc. by
      mutual agreement of the Company, Lumos, and Tetra Tech, Inc. As of
      September 30, 2011, the Company had recorded total expenses of $362,060
      for this contract (June 30, 2011 - $353,450).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company obtained 25 mineral claims (the Option
      Claims), located in Elko County, Nevada pursuant to an option agreement
      (the Option Agreement) dated as of May 1, 2008 (the Date of Closing)
      with Nevada Eagle Resources, LLC and Steve Sutherland (together, the
      Optionees). The provisions of the Option Agreement included, among
      others, payments of specified annual amounts ranging from $10,000 to
      $80,000 by the Company to the Optionees over a period of ten years.
      Effective June 1, 2010, the Company and the Optionees agreed to terminate
      the Companys interests in the Option Claims pursuant to (1) payment by
      the Company of $8,750 to each of the Optionees, (2) performance by the
      Company of such reclamation and remediation as required to discharge the
      surface management bond posted by the Company pursuant to a Notice of
      Intent filed with the BLM prior to undertaking exploration activity on the
      Option Claims, and (3) conveyance by the Company to Nevada Eagle
      Resources, LLC of the 124 mineral claims staked by the Company after the
      Date of Closing that are within the Area of Interest described in the
      Option Agreement. As of September 30, 2011, the undertakings described in
      (1) and (3) above have been completed and (2) above is in progress. The 25
      Option Claims together with 124 mineral claims staked by the Company have
      been referred to by the Company as the Medicine Claim
  Group.

-19-

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|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|15. | Commitments and Contingencies  Contd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Effective as of June 23, 2008, the Company appointed
      Mason Douglas as the President of the Company. Mr. Douglas is also a
      director of the Company. In connection with the appointment, the Company
      entered into a consulting services agreement with a corporation that is
      controlled by Mr. Douglas (the Consulting Agreement). The Consulting
      Agreement has a term of one year and is then automatically renewable.
      Either party may terminate the Consulting Agreement upon 90 days notice to
      the other party. During the term of the Consulting Agreement the Company
      will pay a fee of $8,500 per month and reimburse related business
      expenses. Mr. Douglas does not receive a salary from the
Company.                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On December 8, 2008 IMC US entered into a Mineral Rights
      Lease Agreement (the Edgar Lease Agreement) with the Earl Edgar Mineral
      Trust (Edgar) to lease certain mineral rights in Elko County, Nevada
      described below (the Edgar Property). The term of the Edgar Lease
      Agreement is ten years and will automatically renew on the same terms and
      conditions for additional ten-year periods, provided IMC US is conducting
      exploration, development or mining either on the surface or underground at
      the property. The rent is to be paid each year on January 1st. $1.00 per
      net acre was paid upon execution of the Edgar Lease Agreement. On January
      1 of each year commencing in 2010 and extending for so long as the Edgar
      Lease Agreement is in effect, IMC US is obligated to make the following
      payments:

| | 2010 | $1.00 per net acre                                                                  
| | ---- | ------------------------------------------------------------------------------------
| | 2011 | $2.00 per net acre                                                                  
| | 2012 | $2.00 per net acre                                                                  
| | 2013 | $3.00 per net acre                                                                  
| | 2014 | $3.00 per net acre                                                                  
| | 2015 | $4.00 per net acre                                                                  
| | 2016 | $4.00 per net acre                                                                  
| | 2017 | $5.00 per net acre in each year for the
      duration of the Edgar Lease Agreement.

| | The Edgar Lease Agreement covers 100% of the
      mineral rights on 1,120 acres of the Edgar Property (Property A) and 50%
      of the mineral rights on 6,720 acres of the Edgar Property (Property B).
      Edgar is entitled to receive a royalty of $0.50 per ton for material mined
      and removed from Property A and $0.25 per ton for material mined and
      removed from Property B during the term of the Edgar Lease Agreement and
      any renewal thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | On April 9, 2009, the Company and Edgar entered
      into an Amendment to the Edgar Lease Agreement (the Amendment),
      effective as of December 8, 2008. The Amendment provides for Standard
      Steam LLC to carry out exploration for geothermal energy sources on the
      Edgar Property after obtaining the written consent of the Company. The
      Amendment also provides for other cooperation with Standard Steam LLC
      regarding mineral rights on Property B of the Edgar Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | On November 30, 2009, IMC US entered into a
      Mineral Rights Agreement with Perdriau Investment Corp. (Perdriau) to
      purchase 50% of the mineral rights, including all easements, rights of way
      and appurtenant rights of any type that run with the mineral rights in
      certain sections of Elko County, Nevada (the Perdriau Property). The
      purchase price was $10 per net acre. IMC US purchased 340 net acres for a
      total purchase price of $3,400. Perdriau will be entitled to receive a
      royalty of $0.25 per ton for material mined and removed from the Perdriau
      Property. Material mined and stored on the Perdriau Property or adjacent
      property for reclamation purposes will not be subject to any royalty.
      Material removed from the Perdriau Property for the purposes of testing or
      bulk sampling, provided it does not exceed 50,000 tons, will also not be
      subject to any royalty. The royalty will be calculated and paid within 45
      days after the end of each calendar quarter.

-20-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|15. | Commitments and Contingencies  Contd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | As of January 15, 2010, the Company entered into a
      Property Lease Agreement with Eugene M. Hammond (the Hammond Lease) for
      surface rights on 80 acres in Elko County, Nevada (the Hammond Surface
      Rights). The term of the Hammond Lease is five years and the annual rent
      is $500. The Company is responsible for the payment of all real estate
      taxes on the Hammond Surface Rights. During the term of the Hammond Lease,
      the Company has the exclusive right to conduct exploration and development
      work on the Hammond Surface Rights. The results of all drilling and
      exploration are the property of the Company. The Company is responsible
      for any environmental damage caused by the Company and any reclamation
      costs required as a result of drilling and testing. The Company has an
      option to purchase the property covered by the Hammond Lease for $15,000,
      less the amount paid in rent during the term of the Hammond
  Lease.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Also as of January 15, 2010, IMC US entered into a
      Mineral Rights Agreement with Eugene M. Hammond (the Hammond Mineral
      Rights Agreement) pursuant to which the Company purchased a 25% interest
      in any and all minerals extracted from 160 acres (the Hammond Mineral
      Rights Property) covered by the Hammond Mineral Rights Agreement. The
      purchase price was $400. In addition, the seller is entitled to receive a
      royalty of $0.125 per ton on material mined and removed from the Hammond
      Mineral Rights Property. The Hammond Mineral Rights Agreement does not
      cover petroleum.                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Effective July 1, 2010, the Company entered into an
      employment agreement with an individual to provide business and
      administrative services. The employment agreement has a term of one year
      and is automatically renewable thereafter. Either party may terminate the
      employment agreement upon 60 days notice. During the term of the
      employment agreement the Company will pay the individual no less than
      $6,083 per month and reimburse related business expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Effective July 1, 2010, the Company entered into an
      employment agreement with an individual to provide receptionist and
      administrative services at its Reno, Nevada corporate headquarters. The
      employment agreement has a term of one year and is automatically renewable
      thereafter. Either party may terminate the employment agreement upon 30
      days notice. Pursuant to this employment agreement, the Company will pay
      no less than $51,000 per year for such services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

-21-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|15. | Commitments and Contingencies  Contd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | On February 25, 2011, SRC entered into an option and
      joint venture agreement (the IMMI Option Agreement) with International
      Millennium Mining Inc. (IMMI), a wholly-owned subsidiary of
      International Millennium Mining Corp. (IMMC), to sell an 85% interest in
      SRCs NL Extension Project Claim Group (the NL Project) for total
      consideration of $350,000 and 1,925,000 shares of IMMCs common stock (the
      Consideration). The NL Project consists of 18 mineral claims located in
      Esmeralda County, Nevada, approximately 6 miles southwest of Silver Peak,
      Nevada on Highway 47. Under the terms of the IMMI Option Agreement, the
      Consideration is payable over a five-year period that ends on September
      15, 2015, with IMMIs interest in the NL Project vesting at the end of
      such period. In the event of early termination, IMMI is not entitled to
      the return of Consideration previously paid to SRC. If the NL Project is
      determined to be economically feasible, based upon criteria contained in
      the IMMI Option Agreement, SRC will be required to fund its portion of an
      operating budget proposed by IMMI in order to retain its 15% interest in
      the NL Project and to acquire a 15% interest in IMMIs Nivloc Mine Project
      (the NL Project and the Nivloc Mine Project, collectively, the IMMI
      Project). In the event that SRC decides not to fund its portion of the
      budget, its 15% interest would be forfeited, but SRC would be entitled to
      a 2% net smelter return royalty if and when the IMMI Project enters the
      production phase. Upon funding of the operating budget and SRCs
      acquisition of a 15% interest in the IMMI Project, SRC and IMMI would
      enter into a joint venture agreement.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | On August 24, 2011, SRC entered into an option agreement
      dated as of August 19, 2011 (the MGold Option Agreement) with MGold
      Resources Inc. (MGold), pursuant to which MGold will have an option (the
      Option) to earn a 50% interest in each of SRCs Silver Queen Claim Group
      (the Silver Queen Property) and Klondyke Claim Group (the Klondyke
      Property) after expenditure of certain Option Costs and the full payment
      of the Cash Consideration, as defined below. The Silver Queen Property
      consists of 147 mineral claims and the Klondyke Property consists of 118
      mineral claims, with both Properties located in Esmeralda County, Nevada.
      The MGold Option Agreement was preceded by a Letter of Intent between SRC
      and MGold dated as of June 8, 2011. Under the terms of the MGold Option
      Agreement, MGold is required to advance exploration expenditures totaling
      CDN$4,000,000 with regards to the Silver Queen Property and CDN$1,350,000
      with regards to the Klondyke Property (together, the Option Costs).
      MGold also will make total cash payments to SRC of CDN$2,000,000 for the
      Silver Queen Property and CDN$265,000 for the Klondyke Property (together,
      the Cash Consideration). The Option Costs are to be made over a period
      of 30 months, and the Cash Consideration is to be paid over a period of 33
      months. Upon full expenditure of the Option Costs and payment of the total
      Cash Consideration, the Option can be exercised and MGold will hold a 50%
      equity interest in each of the Silver Queen Property and Klondyke
      Property. Following exercise of the Option, SRC and MGold will enter into
      a joint venture with regards to the operation of the properties. During
      the period prior to the exercise of the Option, MGold has the right to
      discontinue its Option with respect to either property and retain its
      Option with respect to the other property.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | On September 1, 2011, SRC engaged Tetra Tech, Inc. to
      complete the exploration permitting activities for its Silver Queen
      property near Silver Peak, Nevada. The estimated total consideration to be
      paid under the agreement is $68,900. As of September 30, 2011, the Company
      had recorded no expenses for this contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

-22-

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|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|15. | Commitments and Contingencies  Contd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company has entered into operating leases for its
      office space and certain office furniture and equipment. Rent payments
      associated with those leases for the three month periods ended September
      30, 2011, and September 30, 2010, were $7,995 and $7,708, respectively. As
      of September 30, 2011, the Companys estimated future minimum cash
      payments under non-cancelable operating leases for the years ending June
      30, 2012, June 30, 2013, and June 30, 2014, are $9,009, $338, and $0,
      respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Maintaining Claims in Good Standing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company is required to pay to the BLM on or before
      September 1stof each year, a fee in the amount of $140 per
      mineral claim held by the Company. The total amount paid on August 30,
      2011, was $148,680 for 1,062 claims held by the Company at that date. The
      BLM fee for the 18 NL Project claims held by the Company were paid by IMMI
      pursuant to the IMMI Option Agreement described above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company is also required to pay on or before November
      1stof each year, annual fees to counties in Nevada in which
      the claims are held. In September 2011, the Company paid $11,190 to nine
      counties in Nevada for annual claims-related fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company also holds 10 patented claims and 2 leased
      patented claims in Nevada. A patented claim is fee simple title to the
      property. Patented claims are subject to taxes assessed by the local
      community based on assessment rates set annually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | As of September 30, 2011, the Company holds 14 mineral
      exploration permits covering 20 sections or portions of sections in the
      state of Arizona. Mineral exploration permits have a duration of one year
      from the date of issuance. The permits can be renewed for up to four
      additional one-year terms for a total of five years and provide the holder
      of the permit with an exclusive right to explore for minerals within the
      state land covered by the permit and to apply for mineral leases to such
      land. The holder of a permit may remove from the land only the amount of
      material required for sampling and testing and is responsible for any
      damage or destruction caused by the holders exploration activities. The
      holder of a permit is entitled to ingress and egress to the covered site
      along routes approved by the Arizona State Land Department. IMC US has
      posted a bond required by the state of Arizona to back any reclamation
      required as a result of work performed. The permit is renewable if the
      holder has expended not less than $10.00 per acre during each of the first
      two year-long periods and $20.00 per acre during each of the next three
      year-long periods. Each permit fee is $500 per year plus $2.00 per acre
      for the first two years and $1.00 per acre per year for the following
      three years. Upon termination of a mineral exploration permit, the state
      of Arizona is entitled to information collected by the permit holder. In
      the event that a permit holder discovers a valuable mineral deposit, the
      permit holder may apply to the Arizona State Land Department for a mineral
      lease having a term of 20 years and renewable for an additional 20 years.
      A permit holder shall be the preferred recipient of the mineral lease,
      provided that all applicable requirements are met. A mineral lease
      entitles the lessee to develop and establish a mine on the leased
      premises, provided that a mine plan and all necessary approvals are
      obtained.

-23-

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|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|15. | Commitments and Contingencies  Contd                                                                                                                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                            
|    | Each of the Companys quarry leases located in Manitoba,
      Canada is renewable annually upon payment of rent to the province of
      Manitoba in the amount of CDN$24 per hectare or fraction thereof. During
      the fiscal year ended June 30, 2011, the Company paid CDN$57,504 in rent
      for these leases.  
|    |                                                                                                                                                                                                                                                                                                                            
|16. | Related Party Transactions                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                            
|    | There are no amounts owed to or from related parties as
      of June 30, 2011. As of September 30, 2011, the Company owed $100,416 to a
      corporation that is owned and controlled by the Companys Chief Executive
      Officer who is also a member of its Board of Directors. Also see Note 9,
      Note Payable.
|    |                                                                                                                                                                                                                                                                                                                            
|    | The following transactions were undertaken in the normal
      course of operations and are measured at the exchange amount, which is the
      amount of consideration established and agreed to by the Company and the
      related parties.                                                                            
|    |                                                                                                                                                                                                                                                                                                                            
|    | Three months ended September 30, 2011                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                            
|    | The Company recorded expenses of $20,000 for legal
      services rendered and expenses incurred on behalf of the Company by a law
      firm, a partner of which is also a member of the Companys Board of
      Directors.                                                                                              
|    |                                                                                                                                                                                                                                                                                                                            
|    | A corporation owned and operated by the Companys President
      who is also a member of the Companys Board of Directors, received $25,500 for the
      Presidents services.                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                            
|    | The Companys Chief Financial Officer received $4,722 for
      consulting services provided to the Company.                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                            
|    | The Companys Corporate Secretary received $13,500 for
      administrative services provided to the Company.                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                            
|    | The Company recorded interest expense of $416 pursuant to
      a promissory note issued to a corporation that is owned and controlled by
      the Companys Chief Executive Officer who is also a member of its Board of
      Directors. Also see Note 9, Note Payable.                                                 
|    |                                                                                                                                                                                                                                                                                                                            
|    | Three months ended September 30, 2010                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                            
|    | A corporation owned and operated by the Companys President
      who is also a member of the Companys Board of Directors, received $25,500 for the
      Presidents services.                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                            
|    | The Companys Chief Financial Officer received $5,686 for
      consulting services provided to the Company.                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                            
|    | The Companys Corporate Secretary received $12,875 for
      administrative services provided to the Company.                                                                                                                                                                                                              

-24-

---

|INFRASTRUCTURE MATERIALS CORP.                                    
|------------------------------------------------------------------
|(AN EXPLORATION STAGE MINING COMPANY)                             
|Condensed Notes to Interim Consolidated Financial
      Statements
|September 30, 2011                                                
|(Amounts expressed in US Dollars)                                 
|(Unaudited-Prepared by Management)                                

|17. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                         
|    | As of November 4, 2011, the Company engaged Railroad
      Industries Incorporated to perform a detailed market study for specific
      types of cement that could potentially be produced at the Companys Blue
      Nose limestone project. The cost of the study is estimated to be between
      $33,115 and $45,510, depending on the number of hours
  required.

-25-

---

|Item 2.
|-------

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

Our name is Infrastructure Materials Corp. and we sometimes
refer to ourselves in this report as Infrastructure Materials or
Infrastructure, or the Company or as we, our, or us.

Forward-Looking Statements

Except for historical information, this report contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements involve risks and uncertainties, including, among
other things, statements regarding our business strategy, exploration strategy,
future revenues and anticipated costs and expenses. Such forward-looking
statements include, among others, those statements including the words
expects, anticipates, intends, believes and similar language. Our actual
results may differ significantly from those projected in the forward-looking
statements. Factors that might cause or contribute to such differences include,
but are not limited to, those discussed herein as well as in the RISK FACTORS
section herein. You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to publicly release any revisions to the forward-looking
statements or reflect events or circumstances after the date of this
document.

Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements.

FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2011

PLAN OF OPERATIONS

We will require additional capital to implement the further
exploration and possible development of our claim groups. We expect to raise
this capital through the sale of additional securities, through debt financing
or some combination of the foregoing. We have limited assets and no mineral
reserves in accordance with the definitions adopted by the Securities and
Exchange Commission, and there is no assurance that any exploration programs
that we undertake will establish reserves.

Discussion of Operations and Financial Condition

Three Month Period ended September 30, 2011

Going Concern

Our financial statements included in this report have been
prepared in accordance with United States generally accepted accounting
principles applicable to a going concern. Accordingly, they do not give effect
to adjustments that would be necessary should the Company be unable to continue
as a going concern and therefore be required to realize its assets and satisfy
its liabilities and commitments in other than the normal course of business and
at amounts different from those in the accompanying financial statements.

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 $19,845,276 from inception to September 30, 2011. 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 has no
source of operating revenue and expects to incur significant expenses before
establishing operating revenue. Due to continuing operating losses and cash
outflows from continuing operations, the Companys continuation as a going
concern is dependent upon its ability to obtain adequate financing and to reach
profitable levels of operation. In the event that the Company is unable to raise
additional capital, as to which there is no assurance, the Company will not be
able to continue doing business. The Companys future success is dependent upon
its continued ability to raise sufficient capital, not only to finance its
operating expenses, but to continue its exploration activities and its
assessments of the commercial viability of its claims. There is no assurance
that such capital will be available on acceptable terms, if at all, or that the
Company will attain profitable levels of operation.

-26-

---

The following diagram illustrates the Companys present
structure and ownership of its mineral properties and Milling Facility:



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 and Canada will
embark on major infrastructure expenditures in the next 10 years creating a
demand for cement that exceeds the current sources of supply in certain areas of
the United States and Canada. Cement is made from limestone and we believe our
acquisitions in this area have significant potential.

We have continued to raise capital and are moving forward with
exploration on our Projects. The Company intends to continue to acquire, explore
for and, if warranted, develop cement grade limestone properties in strategic
locations with a view to filling an anticipated increased demand for cement in
the United States and Canada, with a focus on the States of Nevada, California,
Utah, Idaho and Arizona as well as the Provinces of Saskatchewan and Manitoba.
Based on our evaluation of our 17 Limestone Projects completed to date, we have
determined that the Blue Nose and Morgan Hill Projects currently provide the
best opportunity for development of resources that could go to production.
Initial exploration efforts will be concentrated on the development of the Blue
Nose Property which shows the highest potential for development of a substantial
cement grade limestone resource.

The Company is also continuing its evaluation of the
silver/base metal projects and milling facility held by SRC. The Company has
determined that the Silver Queen, Klondyke and Kope Scheelite Projects currently
provide the best opportunity for development of resources that could go to
production.

-27-

---

Permitting of the Red Rock mill site at Mina, Nevada is close
to completion. While exploratory drilling programs are being developed, the
Company is also considering joint ventures with third parties to further explore
and develop, if warranted, those properties. For more information regarding the
Silver Queen and Klondyke properties see "Contract Obligations and Commercial
Commitments" herein.

Stock Based Compensation

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

The Company held an annual meeting of shareholders on July 29,
2011. At the meeting, among other actions, the shareholders of the Company
approved the amendment and restatement of the 2006 Stock Option Plan resulting
in the Companys Amended Stock Option Plan (the Amended Plan). The Amended
Plan replaces the Companys 2006 Stock Option Plan and no further options will
be issued under the 2006 Stock Option Plan. The terms of the Amended Plan
include, among others, that (a) officers, directors, employees and consultants
who provide services to the Company may be granted options to acquire shares of
the Companys common stock (Common Shares or a Common Share) at the fair
market value of the stock on the date of grant, (b) options may have a term of
up to 10 years, (c) the Company may issue options in a number up to a maximum of
10% of the outstanding Common Shares, and (d) outstanding stock options
previously granted pursuant to the 2006 Stock Option Plan will remain in effect
and be exercisable in accordance with, and be deemed to be issued under, the
terms of the Amended Plan. It is expected that options issued pursuant to the
Amended Plan will not be qualified options under the provisions of section 422
of the Internal Revenue Code of 1986 as amended from time to time

No options were granted pursuant to the 2006 Stock Option Plan
or the Amended Plan during the three month period ended September 30, 2011.

On August 31, 2011, 250,000 options that were not granted
pursuant to the Companys 2006 Stock Option Plan or the Amended plan
expired.

-28-

---

SELECTED FINANCIAL INFORMATION

Three months
    
    
    Three monthsended
    
    
    endedSeptember 30, 2011
    
    
    September 30, 2010Revenues
    
    Nil
    
    
    NilNet (Loss)
    $
    (386,499
    )
    $
    (1,327,922
    )(Loss) per share-basic and diluted
    
    ($0.01
    )
    
    ($0.02
    )As of
    
    
    As ofSeptember 30, 2011
    
    
    June 30, 2011Total Assets
    $
    2,197,472
    
    $
    2,240,487Total Liabilities
    $
    664,036
    
    $
    271,984Cash dividends declared per share
    
    Nil
    
    
    Nil


Total assets as of September 30, 2011 include cash and cash
equivalents of $262,226, short-term investments of $33,643, marketable
securities of $85,025, prepaid expenses and other receivables of $180,933,
restricted cash of $82,500, reclamation deposits of $240,805, plant and
equipment of $797,815, net of depreciation, and mineral property interests of
$514,525. As of June 30, 2011, total assets include cash and cash equivalents of
$317,912, short-term investments of $83,604, marketable securities of $68,429,
prepaid expenses and other receivables of $103,807, restricted cash of $82,500,
reclamation deposits of $240,805, plant and equipment of $828,905, net of
depreciation, and mineral property interests of $514,525.

Revenues

No revenue was generated by the Companys operations during the
three-month periods ended September 30, 2011 and September 30, 2010. The Company
is an exploration stage mining company and has not yet realized any revenue from
its operations.

Net Loss

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

-29-

---

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

(a) General and Administration Expense

During the three-month period ended September 30, 2011, general
and administration expense was $216,087 as compared to $198,759 for the
three-month period ended September 30, 2010. General and administration expense
consists of professional, consulting, office and general and other miscellaneous
costs. General and administration expense represents approximately 56% of the
total operating expense for the three-month period ended September 30, 2011 and
approximately 15% of the total operating expense for the three-month period
ended September 30, 2010. General and administration expense increased by
$17,328 in the current three month period, as compared to the similar three
month period for the prior year. The increase in this expense is mainly due to
an increase in costs relating to the Companys efforts to raise additional
capital being offset only in part by decrease in expenses for investor relations
and stock based compensation.

(b) Project Expense

During the three-month period ended September 30, 2011, project
expense was $139,057 as compared to $1,093,390 for the three-month period ended
September 30, 2010. Project expense represents approximately 36% of the total
operating expenses for the three-month period ended September 30, 2011 and
approximately 82% of the total operating expenses for the three-month period
ended September 30, 2010. Project expense decreased significantly during the
three-month period ended September 30, 2011, as the Company pursued additional
sources of capital to fund the exploration of its mineral claims.

Liquidity and Capital Resources

The following table summarizes the Companys cash flow and cash
in hand for the three-month periods:

September 30, 2011
    
    
    September 30, 2010Cash and cash equivalents
    $
    262,226
    
    $
    611,405Working capital
    $
    289,450
    
    $
    840,258Cash (used) in operating activities
    $
    (415,697
    )
    $
    (993,523
    )Cash provided/(used) in investing activities
    $
    260,011
    
    $
    (820
    )Cash provided by financing activities
    $
    100,000
    
    $
    7,500


As of September 30, 2011 the Company had working capital of
$289,450 as compared to $840,258 as of September 30, 2010.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of
September 30, 2011 and September 30, 2010.

-30-

---

Contractual Obligations and Commercial Commitments

On August 1, 2006, the Company acquired the Pansy Lee Claims
Group from Anglo Gold Mining Inc. in exchange for 1,850,000 Common Shares
pursuant to an Asset Purchase Agreement dated August 1, 2006 (the Pansy Lee
Purchase Agreement). Pursuant to the Pansy Lee Purchase Agreement, a 2% net
smelter royalty pertains to 8 of the 30 claims in this group. In the event that
any one or more of the 8 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 September 14, 2007, the Company engaged Lumos &
Associates, Inc. (Lumos) to complete the regulatory permitting process for the
Companys Mill in Mina, Nevada. The estimated total consideration to be paid
under the contract was $351,300 and was subsequently increased to $366,800. 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. In December 2010 this contract was
assigned by Lumos to Tetra Tech, Inc. by mutual agreement of the Company, Lumos,
and Tetra Tech, Inc. As of September 30, 2011, the Company had recorded total
expenses of $362,060 for this contract (June 30, 2011 - $353,450).

The Company obtained 25 mineral claims (the Option Claims),
located in Elko County, Nevada pursuant to an option agreement (the Option
Agreement) dated as of May 1, 2008 (the Date of Closing) with Nevada Eagle
Resources, LLC and Steve Sutherland (together, the Optionees). The provisions
of the Option Agreement included, among others, payments of specified annual
amounts ranging from $10,000 to $80,000 by the Company to the Optionees over a
period of ten years. Effective June 1, 2010, the Company and the Optionees
agreed to terminate the Companys interests in the Option Claims pursuant to (1)
payment by the Company of $8,750 to each of the Optionees, (2) performance by
the Company of such reclamation and remediation as required to discharge the
surface management bond posted by the Company pursuant to a Notice of Intent
filed with the BLM prior to undertaking exploration activity on the Option
Claims, and (3) conveyance by the Company to Nevada Eagle Resources, LLC of the
124 mineral claims staked by the Company after the Date of Closing that are
within the Area of Interest described in the Option Agreement. As of September
30, 2011, the undertakings described in (1) and (3) above have been completed
and (2) above is in progress. The 25 Option Claims together with 124 mineral
claims staked by the Company have been referred to by the Company as the
Medicine Claim Group.

Effective as of June 23, 2008, the Company appointed Mason
Douglas as the President of the Company. Mr. Douglas is also a director of the
Company. In connection with the appointment, the Company entered into a
consulting services agreement with a corporation that is controlled by Mr.
Douglas (the Consulting Agreement). The Consulting Agreement has a term of one
year and is then automatically renewable. Either party may terminate the
Consulting Agreement upon 90 days notice to the other party. During the term of
the Consulting Agreement the Company will pay a fee of $8,500 per month and
reimburse related business expenses. Mr. Douglas does not receive a salary from
the Company.

-31-

---

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

| | 2010 | $1.00 per net acre                                                                  
| | ---- | ------------------------------------------------------------------------------------
| | 2011 | $2.00 per net acre                                                                  
| | 2012 | $2.00 per net acre                                                                  
| | 2013 | $3.00 per net acre                                                                  
| | 2014 | $3.00 per net acre                                                                  
| | 2015 | $4.00 per net acre                                                                  
| | 2016 | $4.00 per net acre                                                                  
| | 2017 | $5.00 per net acre in each year for the
      duration of the Edgar Lease Agreement.

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

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

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

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

-32-

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

Effective July 1, 2010, the Company entered into an employment
agreement with an individual to provide business and administrative services.
The employment agreement has a term of one year and is automatically renewable
thereafter. Either party may terminate the employment agreement upon 60 days
notice. During the term of the employment agreement the Company will pay the
individual no less than $6,083 per month and reimburse related business
expenses.

Effective July 1, 2010, the Company entered into an employment
agreement with an individual to provide receptionist and administrative services
at its Reno, Nevada corporate headquarters. The employment agreement has a term
of one year and is automatically renewable thereafter. Either party may
terminate the employment agreement upon 30 days notice. Pursuant to this
employment agreement, the Company will pay no less than $51,000 per year for
such services.

On February 25, 2011, SRC entered into an option and joint
venture agreement (the IMMI Option Agreement) with International Millennium
Mining Inc. (IMMI), a wholly-owned subsidiary of International Millennium
Mining Corp. (IMMC), to sell an 85% interest in SRCs NL Extension Project
Claim Group (the NL Project) for total consideration of $350,000 and 1,925,000
shares of IMMCs common stock (the Consideration). The NL Project consists of
18 mineral claims located in Esmeralda County, Nevada, approximately 6 miles
southwest of Silver Peak, Nevada on Highway 47. Under the terms of the IMMI
Option Agreement, the Consideration is payable over a five-year period that ends
on September 15, 2015, with IMMIs interest in the NL Project vesting at the end
of such period. In the event of early termination, IMMI is not entitled to the
return of Consideration previously paid to SRC. If the NL Project is determined
to be economically feasible, based upon criteria contained in the IMMI Option
Agreement, SRC will be required to fund its portion of an operating budget
proposed by IMMI in order to retain its 15% interest in the NL Project and to
acquire a 15% interest in IMMIs Nivloc Mine Project (the NL Project and the
Nivloc Mine Project, collectively, the IMMI Project). In the event that SRC
decides not to fund its portion of the budget, its 15% interest would be
forfeited, but SRC would be entitled to a 2% net smelter return royalty if and
when the IMMI Project enters the production phase. Upon funding of the operating
budget and SRCs acquisition of a 15% interest in the IMMI Project, SRC and IMMI
would enter into a joint venture agreement.

On August 24, 2011, SRC entered into an option agreement dated
as of August 19, 2011 (the MGold Option Agreement) with MGold Resources Inc.
(MGold), pursuant to which MGold will have an option (the Option) to earn a
50% interest in each of SRCs Silver Queen Claim Group (the Silver Queen
Property) and Klondyke Claim Group (the Klondyke Property) after expenditure
of certain Option Costs and the full payment of the Cash Consideration, as
defined below. The Silver Queen Property consists of 147 mineral claims and the
Klondyke Property consists of 118 mineral claims, with both Properties located
in Esmeralda County, Nevada. The MGold Option Agreement was preceded by a Letter
of Intent between SRC and MGold dated as of June 8, 2011. Under the terms of the
MGold Option Agreement, MGold is required to advance exploration expenditures
totaling CDN$4,000,000 with regards to the Silver Queen Property and
CDN$1,350,000 with regards to the Klondyke Property (together, the Option
Costs). MGold also will make total cash payments to SRC of CDN$2,000,000 for
the Silver Queen Property and CDN$265,000 for the Klondyke Property (together,
the Cash Consideration). The Option Costs are to be made over a period of 30
months, and the Cash Consideration is to be paid over a period of 33 months. Upon full expenditure of the Option Costs
and payment of the total Cash Consideration, the Option can be exercised and
MGold will hold a 50% equity interest in each of the Silver Queen Property and
Klondyke Property. Following exercise of the Option, SRC and MGold will enter
into a joint venture with regards to the operation of the properties. During the
period prior to the exercise of the Option, MGold has the right to discontinue
its Option with respect to either property and retain its Option with respect to
the other property.

-33-

---

On September 1, 2011, SRC engaged Tetra Tech, Inc. to complete
the exploration permitting activities for its Silver Queen property near Silver
Peak, Nevada. The estimated total consideration to be paid under the agreement
is $68,900. As of September 30, 2011, the Company had recorded no expenses for
this contract

The Company has entered into operating leases for its office
space and certain office furniture and equipment. Rent payments associated with
those leases for the three month periods ended September 30, 2011, and September
30, 2010, were $7,995 and $7,708, respectively. As of September 30, 2011, the
Companys estimated future minimum cash payments under non-cancelable operating
leases for the years ending June 30, 2012, June 30, 2013, and June 30, 2014, are
$9,009, $338, and $0, respectively.

Maintaining Claims in Good Standing

The Company is required to pay to the BLM on or before
September 1stof each year, a fee in the amount of $140 per mineral
claim held by the Company. The total amount paid on August 30, 2011, was
$148,680 for 1,062 claims held by the Company at that date. The BLM fee for the
18 NL Project claims held by the Company were paid by IMMI pursuant to the IMMI
Option Agreement described above.

The Company is also required to pay on or before November
1stof each year, annual fees to counties in Nevada in which the
claims are held. In September 2011, the Company paid $11,190 to nine counties in
Nevada for annual claims-related fees.

The Company also holds 10 patented claims and 2 leased patented
claims in Nevada. A patented claim is fee simple title to the property. Patented
claims are subject to taxes assessed by the local community based on assessment
rates set annually.

As of September 30, 2011, the Company holds 14 mineral
exploration permits covering 20 sections or portions of sections in the state of
Arizona. Mineral exploration permits have a duration of one year from the date
of issuance. The permits can be renewed for up to four additional one-year terms
for a total of five years and provide the holder of the permit with an exclusive
right to explore for minerals within the state land covered by the permit and to
apply for mineral leases to such land. The holder of a permit may remove from
the land only the amount of material required for sampling and testing and is
responsible for any damage or destruction caused by the holders exploration
activities. The holder of a permit is entitled to ingress and egress to the
covered site along routes approved by the Arizona State Land Department. IMC US
has posted a bond required by the state of Arizona to back any reclamation
required as a result of work performed. The permit is renewable if the holder
has expended not less than $10.00 per acre during each of the first two
year-long periods and $20.00 per acre during each of the next three year-long
periods. Each permit fee is $500 per year plus $2.00 per acre for the first two
years and $1.00 per acre per year for the following three years. Upon
termination of a mineral exploration permit, the state of Arizona is entitled to
information collected by the permit holder. In the event that a permit holder
discovers a valuable mineral deposit, the permit holder may apply to the Arizona
State Land Department for a mineral lease having a term of 20 years and
renewable for an additional 20 years. A permit holder shall be the preferred
recipient of the mineral lease, provided that all applicable requirements are
met. A mineral lease entitles the lessee to develop and establish a mine on the
leased premises, provided that a mine plan and all necessary approvals are obtained.

-34-

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Each of the Companys quarry leases located in Manitoba, Canada
is renewable annually upon payment of rent to the province of Manitoba in the
amount of CDN$24 per hectare or fraction thereof. During the fiscal year ended
June 30, 2011, the Company paid CDN$57,504 in rent for these leases.

Cash Requirements

At September 30, 2011, the Company had cash and cash
equivalents of $262,226, short-term investments of $33,643, marketable
securities of $85,025, and prepaid expenses and other receivables of $180,933
for total current assets of $561,827.

During the twelve month period ending June 30, 2012, the
Company expects to incur approximately $500,000 in project expenses in
connection with its Blue Nose limestone project and plans to incur additional
expenses related to other limestone projects. Our ability to incur Project
expenses is subject to permitting programs with the Bureau of Land Management
and results of drilling as it progresses. The Company may not be able to incur
all of the Project and General and administration expenses planned in the next
fiscal year unless further capital is raised.

Subsequent Event

The following event occurred subsequent to September 30,
2011:

As of November 4, 2011, the Company engaged Railroad Industries
Incorporated to perform a detailed market study for specific types of cement
that could potentially be produced at the Companys Blue Nose limestone project.
The cost of the study is estimated to be between $33,115 and $45,510, depending
on the number of hours required.

Item 3.   Quantitative and Qualitative Disclosures About
Market Risk

Not Applicable.

-35-

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|Item 4.**Controls and
      Procedures**
|----------------------------------------

CONTROLS AND PROCEDURES

Based on an evaluation, conducted by our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures as required by Exchange Act
Rule 13a-15(e), they concluded that our disclosure controls and procedures were
effective as of September 30, 2011, to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act
are:

|1. | recorded, processed, summarized and reported within the
      time periods specified by the SEC's rules and forms, and                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                   
|2. | accumulated and communicated to management, including the
      Chief Executive Officer and Chief Financial Officer, as appropriate to
      allow timely decisions regarding required
disclosure.

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

Changes in Internal Controls

During the quarter ended September 30, 2011, there have been no
changes to the Companys internal controls over financial reporting that have
materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

-36-

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PART II: OTHER INFORMATION

|ITEM 1: LEGAL PROCEEDINGS:
|--------------------------

The Company is not a party to any pending legal proceeding or
litigation and none of the Companys property is the subject of a pending legal
proceeding.

ITEM 1A: RISK FACTORS:

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

|1. | THE COMPANY HAS NO SOURCE OF OPERATING REVENUE AND
      EXPECTS TO INCUR SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING
      COMPANY, IF IT IS ABLE TO ESTABLISH AN OPERATING COMPANY AT ALL.                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Currently, the Company has no source of revenue, limited
      working capital and no commitments to obtain additional financing. The
      Company will require additional working capital to carry out its
      exploration programs. The Company has no operating history upon which an
      evaluation of its future success or failure can be made. The ability to
      achieve and maintain profitability and positive cash flow is dependent
      upon:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | 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.                                                                                                                                                                  

-37-

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|2. | WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE
      FURTHER EXPLORATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | We will require significant additional financing in order
      to continue our exploration activities and our assessment of the
      commercial viability of our properties. There can be no assurance that we
      will be successful in our efforts to raise these require funds, or on
      terms satisfactory to us. The continued exploration of current and future
      mineral properties and the development of our business will depend upon
      our ability to establish the commercial viability of our properties and to
      ultimately develop cash flow from operations and reach profitable
      operations. We currently are in an exploration stage and we have no
      revenue from operations and we are experiencing significant cash outflow
      from operating activities. If we are unable to obtain additional
      financing, we will not be able to continue our exploration activities and
      our assessment of the commercial viability of our precious metal and
      mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | WE HAVE NO RESERVES AND WE MAY FIND THAT OUR PROPERTIES
      ARE NOT COMMERCIALLY VIABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Our properties do not contain reserves in accordance with
      the definitions adopted by the Securities and Exchange Commission, and
      there is no assurance that any exploration programs that we undertake will
      establish reserves. All of our mineral properties are in the exploration
      stage as opposed to the development stage and have no known body of
      economic mineralization. The known mineralization at these projects has
      not yet been determined, and may never be determined to be economic. We
      plan to conduct further exploration activities on our properties, which
      future exploration may include the completion of feasibility studies
      necessary to evaluate whether a commercial mineable mineral exists on any
      of our properties. There is a substantial risk that these exploration
      activities will not result in discoveries of commercially recoverable
      quantities of minerals. Any determination that our properties contain
      commercially recoverable quantities of minerals may not be reached until
      such time that final comprehensive feasibility studies have been concluded
      that establish that a potential mine is likely to be economic. There is a
      substantial risk that any preliminary or final feasibility studies carried
      out by us will not result in a positive determination that our mineral
      properties can be commercially developed.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | WE HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE NO
      ASSURANCES WE WILL BE PROFITABLE IN THE FUTURE.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | We have a history of operating losses, expect to continue
      to incur losses, and may never be profitable. Further, we have been
      dependent on sales of our equity securities and debt financing to meet our
      cash requirements. We have incurred losses totaling $19,845,276 from
      inception to September 30, 2011, and incurred losses of $386,499 during
      the three-month period ended September 30, 2011. Further, we do not expect
      positive cash flow from operations in the near term. There is no assurance
      that actual cash requirements will not exceed our estimates. In
      particular, additional capital may be required in the event that: (i) the
      costs to acquire additional mineral exploration claims are more than we
      currently anticipate; or (ii) exploration and or future potential mining
      costs for additional claims increase beyond our
  expectations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

-38-

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|5. | THE RISKS ASSOCIATED WITH EXPLORATION COULD CAUSE
      PERSONAL INJURY OR DEATH, ENVIRONMENTAL DAMAGE AND POSSIBLE LEGAL
      LIABILITY.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | We are not currently engaged in mining operations because
      we are in the exploration phase. However, our exploration operations could
      expose the Company to liability for personal injury or death, property
      damage or environmental damage. Although we carry property and liability
      insurance, cost effective insurance contains exclusions and limitations on
      coverage and may be unavailable in some circumstances.                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES
      INHERENT IN MINERAL EXPLORATION VENTURES AND CURRENT DETERIORATION IN
      EQUITY MARKETS, WE FACE A HIGH RISK OF BUSINESS FAILURE.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Investors should be aware of the difficulties normally
      encountered by new mineral exploration companies and the high rate of
      failure of such enterprises. Our prospects are further complicated by a
      pronounced deterioration in equity markets and constriction in equity
      capital available to finance and maintain our exploration activities. Our
      likelihood of success must be considered in light of the problems,
      expenses, difficulties, complications and delays encountered in connection
      with the exploration of the mineral properties that we plan to undertake
      and the difficult economy and market volatility that we are experiencing.
      Moreover, most exploration projects do not result in the discovery of
      commercial mineable deposits.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7. | OUR BUSINESS IS AFFECTED BY CHANGES IN COMMODITY
      PRICES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Our ability to raise capital and explore our properties
      and the future profitability of those operations is directly related to
      the market price of certain minerals such as silver and limestone as well
      as the price and availability of cement. The Company is negatively
      affected by the current decline in commodity prices                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8. | THE COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
      DELAYS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company could face delays in obtaining permits to
      operate on the property covered by the claims. Such delays could
      jeopardize financing, if any is available, which could result in having to
      delay or abandon work on some or all of the properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9. | THERE ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT
      COULD LIMIT YOUR ABILITY TO SELL YOUR SHARES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Our common stock is considered a "penny stock" and the
      sale of our stock by you will be subject to the "penny stock rules" of the
      Securities and Exchange Commission. The penny stock rules require
      broker-dealers to take steps before making any penny stock trades in
      customer accounts. As a result, the market for our shares could be
      illiquid and there could be delays in the trading of our stock which would
      negatively affect your ability to sell your shares and could negatively
      affect the trading price of your shares.                                                                                                                                                                                                                                    

-39-

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|10. | CURRENT LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE
      IMPACTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The capital and credit markets have been experiencing
      volatility and disruption. If the current levels of market disruption and
      volatility continue or worsen, there can be no assurance that the Company
      will not experience adverse effects, which may be material. These effects
      may include, but are not limited to, difficulties in raising additional
      capital or debt and a smaller pool of investors and funding sources. There
      is thus no assurance the Company will have access to the equity capital
      markets to obtain financing when necessary or desirable.                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11. | WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE
      FUTURE.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | We have never declared or paid a dividend on our common
      stock. We intend to retain earnings, if any, for use in the operation and
      expansion of our business and, therefore, do not anticipate paying any
      dividends in the foreseeable future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company has included a going concern note in the
      Interim Consolidated Financial Statements to the effect that we are an
      exploration stage company and have no established sources of revenue. In
      the event that we are unable to raise additional capital and/or locate
      mineral resources that can be economically developed, as to which in each
      case there can be no assurance, we may not be able to continue our
      operations. In addition, the existence of the going concern
      qualification in our auditors report for the twelve-month period ended
      June 30, 2011 may make it more difficult for us to obtain additional
      financing. If we are unable to obtain additional financing you may lose
      all or part of your investment. See Managements Discussion and Analysis
      of Financial Conditions and Results of Operations,
  herein.

|ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS:
|--------------------------------------------------------------------------

None.

|ITEM 3: DEFAULTS UPON SENIOR SECURITIES:
|----------------------------------------

None.

|ITEM 4: REMOVED AND RESERVED
|----------------------------

None.

|ITEM 5: OTHER INFORMATION:
|--------------------------

None.

-40-

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|ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
|----------------------------------------

|(a) | None.                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------
|    |                                                                                                               
|(b) | 31.1                                                                                                          
|    |                                                                                                               
|    | 31.2                                                                                                          
|    |                                                                                                               
|    | 32.1                                                                                                          
|    |                                                                                                               
|(c) | In addition, the following are incorporated by
      reference:                                               
|    |                                                                                                               
|    | Current Report on Form 8-K Item 5.03 Amendment to
      Articles of Incorporation, dated July 29, 2011      
|    |                                                                                                               
|    | Current Report on Form 8-K Item 1.01 Entry into a
      Material Definitive Agreement, dated August 24,
2011

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.

|                         | INFRASTRUCTURE MATERIALS CORP.
|------------------------ | ------------------------------
|                         |                               
|                         |                               
|                         |                               
|Dated: November 14, 2011 | By:/s/Anne Macko              
|                         | Anne Macko,
      Secretary   

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