INFRASTRUCTURE MATERIALS CORP. - FORM 10-Q

Attached files

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

UNITED STATES
SECURITIES 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 December 31, 2015

[ ] 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 106
Reno, NV 89502 USA
(Address of Principal Executive Offices) (Zip Code)

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

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

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 January 31, 2016 was 138,304,619.

INFRASTRUCTURE MATERIALS CORP.

FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2015
TABLE OF CONTENTS

		PAGE
	PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	35

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits and Reports on Form 8-K	39

	SIGNATURES	40

PART 1 – FINANCIAL INFORMATION

ITEM 1.

Financial Statements

INFRASTRUCTURE MATERIALS CORP.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015

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

CONTENTS

Interim Consolidated Balance Sheets as of December 31, 2015 (unaudited) and June 30, 2015 (audited)	4

Interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the six-months and three-months ended December 31, 2015 and December 31, 2014,	5

Interim Consolidated Statements of Changes in Stockholders' Deficiency for the six-months ended December 31, 2015 (unaudited) and for the year ended June 30, 2015 (audited)	6

Interim Consolidated Statements of Cash Flows for the six-months ended December 31, 2015 and December 31, 2014	7

Condensed Notes to Interim Consolidated Financial Statements	8 - 25

INFRASTRUCTURE MATERIALS CORP.
Interim Consolidated Balance Sheets as at
December 31, 2015 and June 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

	December 31,		June 30,
	2015		2015
	$		$
	(unaudited)		(audited)
ASSETS
Current
Cash and cash equivalents	109,757		5,666
Investments (Note 9)	212,673		57,128
Prepaid expenses and other receivables	31,195		14,810

Total Current Assets	353,625		77,604

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

Plant and Equipment, net (Note 7)	404,404		435,749

Total Assets	831,629		586,953

LIABILITIES
Current
Accounts payable	12,236		8,712
Accrued liabilities	42,917		47,803
Notes Payable (Note 8)	437,548		267,868
Deferred Revenue (Note 9)	-		429,639
Total Current Liabilities	492,701		754,022

Deferred Revenue (Note 9)	321,506		-
Asset Retirement Obligation (Note 10)	21,600		21,600

Total Liabilities	835,807		775,622

Going Concern (Note 3)
Commitments and Contingencies (Note 13)
Related Party Transactions (Note 14)
Subsequent Events (Note 15)

STOCKHOLDERS' DEFICIENCY
Capital Stock (Note 11)
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding	-		-
Common stock, $0.0001 par value, 500,000,000 shares authorized, 138,304,619 issued and outstanding (June 30, 2015 – 138,304,619)	13,830		13,830
Additional Paid in Capital	24,743,631		24,743,631
Accumulated other comprehensive loss (Note 9)	(55,021	)
Deficit	(24,706,618	)	(24,946,130	)

Total Stockholders' Deficiency	(4,178	)	(188,669	)

Total Liabilities and Stockholders' Deficiency	831,629		586,953

See Condensed Notes to the Interim Consolidated Financial Statements

INFRASTRUCTURE MATERIALS CORP.
Interim Consolidated Statements of Operations and Comprehensive Income (Loss)
For the six-months and three-months ended December 31, 2015 and December 31, 2014
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

	For the		For the		For the		For the
	six months		six months		three months		three months
	ended		ended		ended		ended
	December 31,		December 31,		December 31,		December 31,
	2015		2014		2015		2014
	$		$		$		$
Operating Expenses

General and administration	175,647		194,692		81,447		95,090
Project expenses	85,833		69,509		7,600		8,572
Depreciation	31,345		37,277		15,666		18,570

Total Operating Expenses	292,825		301,478		104,713		122,232

Loss from Operations	(292,825	)	(301,478	)	(104,713	)	(122,232	)
Other income-interest	-		-		-		-
Other income- option and joint venture agreement (Note 9)	540,205		-		540,205		-
Interest Expense	(7,868	)	(2,886	)	(4,414	)	(1,714	)

Income (Loss) before Income Taxes	239,512		(304,364	)	431,078		(123,946	)

Provision for income taxes	-		-		-		-

Net Income (Loss )	239,512		(304,364	)	431,078		(123,946	)

Income (Loss) per Weighted Average Number of Shares Outstanding
-Basic and Fully Diluted	0.002		(0.002	)	0.003		(0.001	)

Weighted Average Number of Shares Outstanding During the Periods
-Basic and Fully Diluted	138,304,619		138,304,619		138,304,619		138,304,619

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Net Income (Loss)	239,512		(304,364	)	431,078		(123,946	)
Other comprehensive income (loss):
Unrealized loss on marketable securities	(55,021	)	-		(55,021	)	-

Comprehensive Income (Loss)	184,491		(304,364	)	376,057		(123,946	)

See Condensed Notes to the Interim Consolidated Financial Statements

INFRASTRUCTURE MATERIALS CORP.
Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)
For the six-months ended December 31, 2015 and for the year ended June 30, 2014
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

						Accumulated
	Common Stock		Additional			Other		Total
	Number		Paid-in			Comprehensive		Stockholders'
	of Shares	Amount	Capital	Deficit		Loss		Equity
		$	$	$		$		$
Balance June 30, 2014 (audited)	138,304,619	13,830	24,743,631	(24,366,659	)	-		390,802

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

Unrealized loss on investments						(55,021	)	(55,021	)
Net Income for the period				239,512				239,512
Balance December 31, 2015 (unaudited)	138,304,619	13,830	24,743,631	(24,706,618	)	(55,021	)	(4,178	)

See Condensed Notes to the Interim Consolidated Financial Statements

INFRASTRUCTURE MATERIALS CORP.
Interim Consolidated Statements of Cash Flows
For the six-months ended December 31, 2015 and December 31, 2014
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

	For the six		For the six
	months ended		months ended
	December 31, 2015		December 31, 2014
	$		$
Cash Flows from Operating Activities
Net Income (loss)	239,512		(304,364	)
Adjustment to reconcile net loss to cash used in operating activities
Depreciation	31,345		37,277
Gain on disposal of plant and equipment	-		(3,761	)
Accretion of Asset Retirement Obligation (Note 10)	-		982
Cash flow from changes in certain assets and liabilities
Prepaid expenses and other receivables	(16,385	)	(38,784	)
Accounts payable	3,524		2,142
Accrued liabilities	(4,886	)	(34,057	)
Deferred revenue reclassed to income	(540,205	)
Interest accrued on promissory notes (Note 8)	7,380		2,886

Net cash used in operating activities	(279,715	)	(337,679	)

Cash Flows from Investing Activities
Decrease (Increase) in Restricted Cash			9,000
Cash received for option on claims and included in Deferred revenue net (Note 9)*	121,506		70,000
Cash received for option and joint venture agreement (Note 9)	100,000		-
Proceeds from sale of plant and equipment	-		10,900

Net cash provided by investing activities	221,506		89,900

Cash Flows from Financing Activities
Issuance of promissory notes (Note 8)	183,300		170,000
Repayment of promissory notes	(21,000	)	-

Net cash provided by financing activities	162,300		170,000

Net Change in Cash and cash equivalents	104,091		(77,779	)

Cash and cash equivalents beginning of period	5,666		162,847

Cash and cash equivalents end of period	109,757		85,068

Supplemental Cash Flow Information
Interest Paid	488		-
Income taxes paid	-		-

Excludes receipt of Investments for $210,566 (2014: $12,803) being a non-cash item included in Deferred Revenue.

See Condensed Notes to the Interim Consolidated Financial Statements

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(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, 2015. 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 December 31, 2015 and June 30, 2015, the results of its operations for the three and six-month periods ended December 31, 2015 and December 31, 2014, and its cash flows for the six-month periods ended December 31, 2015 and December 31, 2014. 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 six-month period ended December 31, 2015 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 wholly owned subsidiaries, Infrastructure Materials Corp US (“IMC US”), Silver Reserve Corp. (“SRC”) and Canadian Infrastructure Corp. All material inter-company accounts and transactions have been eliminated.

Recently Adopted Accounting Standards

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”), which includes amendments that change the requirements for reporting discontinued operations and require additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new standard is effective for the Company on July 1, 2015. Early application is permitted. The adoption of ASU 2014-08 did not have a material impact on the financial statements of the Company.

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

1.	Basis of Presentation – Cont’d

Recently Issued Accounting Standards

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

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

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

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

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

1.	Basis of Presentation – Cont’d

Recently Issued Accounting Standards-Cont’d

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

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

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

2.	Nature of Business and Operations

The Company’s focus is on the exploration and development, if feasible, of limestone and precious metals from its claims in the State of Nevada.

The Company 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 360 and evaluates its carrying value under ASC 930 at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized.

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.

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

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

2.	Nature of Business and Operations – Cont’d

On December 18, 2008, the Company incorporated a second wholly owned subsidiary in the State of Delaware under its former name, “Silver Reserve Corp.” (“SRC”). The Company assigned all fourteen of its precious metal projects in Nevada to SRC. SRC has since terminated its interests in four of the projects. As of the date of the financial statements, the remaining ten projects include a 100% interest in 283 mineral claims covering approximately 5,826 acres on BLM land, a 15% interest in 18 mineral claims covering approximately 372 acres on BLM land, and 17 patented claims and 3 leased patented claims covering approximately 365 acres. SRC also has a milling facility located in Mina, Nevada on six BLM mill site claims covering 30 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.

3.	Going Concern

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

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

3.	Going Concern – Cont’d

The Company’s activities are subject to a number of risks and uncertainties. The Company has had a history of net losses and must continue to seek financing, either through debt or equity, not only to finance its operating expenses, but to continue its exploration activities and its assessments of the commercial viability of its claims. There can be no assurance that such financing will be available on acceptable terms, if at all, or that the Company will attain profitable levels of operation. In addition, strategic acquisitions, if any, could have a dilutive effect on investment. Failure to make accretive acquisitions and successfully integrate them could adversely affect the Company’s future financial results. Because the Company is small and has few financial and other resources, the Company may not be able to succeed in the very competitive industry in which it is engaged. The Company has incurred a cumulative loss of $24,706,618 from inception to December 31, 2015. The Company has no source of operating revenue and expects to incur significant expenses before establishing operating revenue. Due to continuing operating losses and cash outflows from continuing operations, the Company’s continuation as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. In the event that the Company is unable to raise additional capital, as to which there is no assurance, the Company will not be able to continue doing business. Historically, the Company has funded operations through the issuance of capital stock, convertible debentures and redeemable preferred stock. Prior to December 2011 the Company received net proceeds of $12,718,365 pursuant to the issuance of such securities. In December 2011 the Company completed a public offering in Canada of its Common Shares for net proceeds of $2,215,399. On August 28, 2013, the Company completed a private placement of its Common Shares for net proceeds of $465,343. In April 2013 and July 2013, the Company borrowed $140,000 and $150,000, respectively, issuing promissory notes that were converted to Common Shares in October 2013. During the twelve months ended June 30, 2015, the Company borrowed a total of $261,000, issuing promissory notes that are payable on demand. During the three months ended September 30, 2015, the Company borrowed a total of $183,300, issuing promissory notes that are payable on demand. See Note 8, Notes Payable. 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.

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

4.	Fair Value of Financial Instruments

The fair values of financial assets measured at the balance sheet date of December 31, 2015 were as follows:

Quoted prices

in active

Significant

markets for

observable

Unobservable

Carrying

identical assets

inputs

Balance sheet

Amount

(Level 1)

(Level 2)

(Level 3)

classification and nature

Assets

Cash and cash equivalents

109,757

Marketable securities

212,673

144,979

67,694

Restricted Cash

52,000

The fair values of financial assets measured at the balance sheet date of June 30, 2015 were as follows:

Quoted prices

in active

Significant

markets for

observable

Unobservable

Carrying

identical assets

inputs

Balance sheet

Amount

(Level 1)

(Level 2)

(Level 3)

classification and nature

Assets

Cash and cash equivalents

5,666

Investments

57,128

Restricted Cash

52,000

5.	Restricted Cash

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

6.	Reclamation Deposit

In July 2010, the Company posted a reclamation bond of $240,805 pursuant to the Plan of Operations for its Blue Nose limestone project, as required by the BLM to secure remediation costs if the project is abandoned or closed. In December 2013, the Company submitted an application to withdraw its Plan of Operations and to seek a refund from the BLM of a portion of the Reclamation Bond.

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

6.	Reclamation Deposit-Cont’d

In January 2014, the application was approved and the Company received $219,205 from the BLM as a partial refund of the Reclamation Bond. The Company must complete certain reclamation work for the $21,600 balance to be released, but may leave the bond in place for future exploration programs, even if such reclamation work is completed.

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

	December 31, 2015		June 30, 2015
		Accumulated		Accumulated
	Cost	Depreciation	Cost	Depreciation
	$	$	$	$

Computer equipment	25,729	20,888	25,729	20,031
Office, furniture and fixtures	3,623	3,040	3,623	2,977
Plant and Machinery	1,514,511	1,180,419	1,514,511	1,153,332
Tools	11,498	9,647	11,498	9,382
Vehicles	48,280	41,138	48,280	40,343
Consumables	64,197	64,087	64,197	64,049
Molds	900	867	900	861
Mobile Equipment	73,927	64,568	73,927	63,525
Factory Buildings	74,849	28,456	74,849	27,265
	1,817,514	1,413,110	1,817,514	1,381,765

Net carrying amount		404,404		435,749
Depreciation charges		31,345		74,421

During the six-months ended December 31, 2015, the Company recorded depreciation expense of $31,345. During the twelve months ended June 30, 2015, the Company recorded depreciation expense of $74,421.

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

8.	Notes Payable

On July 3, 2014, the Company borrowed $70,000 from Mont Strategies Inc. (“Mont Strategies”), a company that is owned and controlled by a member of the Company’s Board of Directors. This loan was made pursuant to a demand promissory note that bears interest at 4 percent (4%) per annum and may also be prepaid by the Company at any time without penalty. If the Company fails to make payment within five business days of demand by Mont Strategies, the promissory note will bear interest at ten percent (10%) per annum. The Company intends to use the proceeds of the promissory note for working capital. For the year ended June 30, 2015, the Company recorded interest expense of $2,784 for this promissory note. For the six-month period ended December 31, 2015, the Company recorded interest expense of $1,412 for this promissory note.

On August 18, 2014, the Company borrowed an additional $100,000 from Mont Strategies. This loan was made pursuant to a demand promissory note that bears interest at 4 percent (4%) per annum and may also be prepaid by the Company at any time without penalty. If the Company fails to make payment within five business days of demand by Mont Strategies, the promissory note will bear interest at ten percent (10%) per annum. The Company intends to use the proceeds of the promissory note for working capital. For the year ended June 30, 2015, the Company recorded interest expense of $3,473 for this promissory note. For the six-month period ended December 31, 2015, the Company recorded interest expense of $2,016 for this promissory note.

On March 25, 2015, the Company entered into a Standby Support Agreement (the “Agreement”) with Mont Strategies. The Agreement contemplates that Mont Strategies will consider advancing loans to the Company as the Company requests funding from time to time during the two-year term of the Agreement. The Agreement does not obligate Mont Strategies to fund such requests. Proceeds from these loans are used as working capital. Each loan funded under the Agreement is evidenced by a separate demand promissory note that bears simple interest at a rate of four percent (4%) per annum. The loans may be repaid by the Company at any time without penalty, or upon demand by Mont Strategies. If the Company fails to make payment on a promissory note issued pursuant to the Agreement within five business days of demand by Mont Strategies, such promissory note will bear interest at ten percent (10%) per annum. The promissory notes are general obligations of the Company and not secured. During the year ended June 30, 2015, the Company received loans under this Agreement in the aggregate of $91,000 and recorded interest expense of $611. During the six months ended December 31, 2015, the Company received loans in the aggregate of $183,300 and recorded interest expense of $4,440. On December 3, 2015, the Company repaid the support note issued on May 5, 2015 for $21,000 plus accrued interest of $488.

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

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

a) On February 25, 2011, SRC entered into an option and joint venture agreement (the “Option Agreement”) with International Millennium Mining Inc. (“IMMI”), a wholly owned subsidiary of International Millennium Mining Corp. (“IMMC”), to sell an 85% interest in SRC’s NL Extension Project (the “NL Project”) for total consideration of $350,000 cash and 1,925,000 shares of IMMC’s common stock (together, the “Consideration”). The NL Project consists of 18 mineral claims located in Esmeralda County, Nevada, approximately 6 miles southwest of Silver Peak, Nevada on Highway 47. Under the terms of the Option Agreement, the Consideration is payable over a five-year period that ended on September 15, 2015 and was extended to October 19, 2015, with IMMI’s interest in the NL Project vesting at the end of such period.

As of June 30, 2015, the Company had received Consideration of $429,639, consisting of 1,575,000 shares of IMMC with an initial fair market value of $179,639 that was recorded as Investments in the Company’s Consolidated Balance Sheets, and $250,000 in cash.

During the quarter ended September 30, 2015, the Company received Consideration of $10,566, consisting of 350,000 shares of IMMC with an initial fair market value of $10,566 that was recorded as Investments in the Company’s Consolidated Balance Sheets.

During the quarter ended December 31, 2015, the Company received the final cash payment, in the amount of $100,000. Because IMMI’s interest in the NL Project vests at the end of the five-year period (as extended to October 19, 2015 and the final cash payment, in the amount of $100,000, was received, the entire consideration of $540,205 was recognized as Other Income in the Consolidated Statements of Operations.

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

In the absence of any trading of IMMC's common shares on the Exchange during the three-month period ended December 31, 2015, as a result of the ongoing trading halt, the Company’s determination of fair value was based on the best information available in the circumstances, and incorporates management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors. This investment is valued at $67,694 as of December 31, 2015, taking into consideration any changes in key inputs and changes in economic and other relevant conditions. No impairment loss or change in value of securities has been recorded for the six- month period ended December 31, 2015.

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

9.	Deferred Revenue Marketable Securities, Other Income and Accumulated Other Comprehensive Loss – Cont’d

b) The Company announced on December 1, 2015 that SRC-its wholly owned subsidiary, entered into an option agreement (the “Option Agreement”) with Gold Resource Corporation (“Gold Resource”) (NYSE MKT: GORO) effective as of November 24, 2015, pursuant to which SRC granted Gold Resource an exclusive option (the “Option”) to purchase 100% of SRC’s interest in the Clay Peters Project (the “Project”).

As of December 31, 2015, the Company had received Consideration of $321,000 consisting of 86,337shares of Gold Resource’s common stock, with an initial fair market value of $200,000 that is recorded as Investments in the Company’s Consolidated Balance Sheet and $121,506 in cash. Because Gold Resource interest in the Project vests at the end of the three-year period, this Consideration is accounted for in the Consolidated Balance Sheet as Deferred Revenue, a non-current liability. Unrealized gains and losses arising from changes in the market value of the Company’s shares of Gold Resource common stock are accounted for in the Stockholders’ Equity section of the Consolidated Balance Sheet as Accumulated Other Comprehensive Gain (Loss). The unrealized loss of $55,021 arising from the reduction in the market value of the Company’s shares of Gold Resource common stock as of December 31, 2015, is accounted for in the Stockholders’ Equity section of the Consolidated Balance Sheets as Accumulated Other Comprehensive Loss. The Option Agreement has a three-year term, during which Gold Resource may exercise the Option for additional cash consideration of approximately $270,000 and additional stock consideration consisting of the number of shares of Gold Resource common stock that is equal to $1,000,000. In the event that Gold Resource elects to exercise the Option, SRC is entitled to a 2% net smelter return royalty upon gross proceeds realized from commercial production on the Project.

								Accumulated
								Other
		Deferred						Comprehensive
		Revenue			Investments			Loss
Balance as of July 1, 2014	$	346,836		$	44,325			-

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

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

Consideration received during the period ended December 31, 2015		432,072			210,566
Transfer to Other Income in Statement of Operations		(540,205	)		-			-
Unrealized loss from reduction in market value of investments		-			(55,021	)		(55,021	)
Balance as of December 31, 2015	$	321,506		$	212,673		$	(55,021	)

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

10.

Asset Retirement Obligation

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

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

Balance as of June 30, 2014	$	19,636
Accretion for the year ending June 30, 2015		1,964

Balance as of June 30, 2015 and December 31, 2015	$	21,600

11.

Issuance of Common Shares and Warrants

Common Shares:

Six-month period ended December 31, 2015

There were no securities issued during this six -month period.

Year ended June 30, 2015

There were no securities issued during this twelve -month period.

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

12.

Stock Based Compensation

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

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

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

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

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

12.

Stock Based Compensation-Cont’d

Six-month period ended December 31, 2015

No options were granted pursuant to the Current Stock Option Plan during the six-month period ended December 31, 2015.

Year ended June 30, 2015

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

The following table summarizes the options outstanding at December 31, 2015:

Outstanding at June 30, 2015 (audited)		8,625,000
Granted		-
Expired		-
Exercised		-
Forfeited		-
Cancelled		-
Outstanding at December 31, 2015		8,625,000
Exercisable at December 31, 2015		8,625,000

13.

Commitments and Contingencies

On August 1, 2006, the Company acquired the Pansy Lee Project 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, 8 of the 12 claims in this project are subject to a net smelter royalty. In the event that any one or more of these 8 claims enters into production, any revenue generated is subject to a 2% net smelter return royalty where net smelter returns are based upon gross revenue less deductions as provided in the Pansy Lee Purchase Agreement.

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

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

13.

Commitments and Contingencies – Cont’d

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. In the event that the Perdriau Property becomes a producing property, Perdriau will be entitled to receive a royalty of $0.25 per ton for material mined and removed from the Perdriau Property.

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

On February 25, 2011, SRC entered into an option and joint venture agreement (the “IMMI Option Agreement”) with International Millennium Mining Inc. (“IMMI”), a wholly owned subsidiary of International Millennium Mining Corp. (“IMMC”), to sell an 85% interest in SRC’s NL Extension Project (the “NL Project”) for total consideration of $350,000 cash and 1,925,000 shares of IMMC’s common stock (the “Consideration”). The NL Project consists of 18 mineral claims located in Esmeralda County, Nevada, approximately 6 miles southwest of Silver Peak, Nevada on Highway 47. Under the terms of the IMMI Option Agreement, the Consideration is payable over a five-year period that ends on September 15, 2015, with IMMI’s interest in the NL Project vesting at the end of such period. This transaction was completed in quarter ended December 31, 2015. 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. (See also Note 15, Subsequent Events )

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

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

13.

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

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

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

Maintaining Claims in Good Standing

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

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

13.

Commitments and Contingencies – Cont’d

The Company is also required to pay on or before November 1^st of each year, annual fees to counties in Nevada in which the claims are held. In October 2015, the Company paid $3,476 to six counties in Nevada for annual claims-related fees. The annual county fee for the 18 NL Project claims held by the Company was paid by IMMI pursuant to the IMMI Option Agreement described above.

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

14.

Related Party Transactions

There are no amounts owed to or from related parties as of December 31, 2015, except as discussed in Note 8, Notes Payable. As of June 30, 2015, the Company was owed $967 by a member of the Company’s Board of Directors for expenses advanced on behalf of the Director. There are no other amounts owed to or from related parties as of June 30, 2015, except as discussed in Note 8, Notes Payable.

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

Six-months ended December 31, 2015

A corporation owned and operated by Mason Douglas, the Company’s President and Chief Executive Officer and also a member of the Company’s Board of Directors, received $23,250 for his services for the three-months ended December 31, 2015, and $46,500 for the six months ended December 31, 2015.

The Company’s Chief Financial Officer, Rakesh Malhotra, received $4,989 for consulting services provided to the Company for the three months ended December 31, 2015, and $4,989 for the six months ended December 31, 2015.

The Company recorded interest expense of $7,868 for the six-months ended December 31, 2015, pursuant to promissory notes issued to a corporation that is owned and controlled by a member of the Company’s Board of Directors, Todd Montgomery. Also see Note 8 Notes Payable.

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

14.

Related Party Transactions – Cont’d

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel of the Company include executive officers, other senior members of the management team, and the Board of Directors. The compensation paid or payable to key management personnel, or to companies in common with key management personnel, for services provided as detailed above for the six-months ended December 31, 2015 was:

Compensation (fees)	$	51,489

Interest expense	$	7,868

Six-months ended December 31, 2014

A corporation owned and operated by Mason Douglas, the Company’s President and Chief Executive Officer and also a member of the Company’s Board of Directors, received $23,250 for his services for the three-months ended December 31, 2014, and $46,500 for the six months ended December 31, 2014.

The Company’s Chief Financial Officer, Rakesh Malhotra, received $4,147 for consulting services provided to the Company for the three months ended December 31, 2014, and $4,147 for the six months ended December 31, 2014.

The Company recorded interest expense of $1,714 for the three-months ended December 31, 2014, and $2,886 for the six months ended December 31, 2014, pursuant to promissory notes issued to a corporation that is owned and controlled by a member of the Company’s Board of Directors, Todd Montgomery. Also see Note 8, Notes Payable.

Compensation (fees)	$	50,647

Interest expense	$	2,886

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

15.

Subsequent Events

	a)	On January 7, 2016, SRC and IMMI entered into an agreement (the “Agreement”) pursuant to which IMMI will purchase SRC’s remaining interests (mainly 15%) in the NL Project for consideration of $110,000 and a granting SRC a 2% NSR royalty. On January 8, IMMI wired a non-refundable deposit of $20,000, in accordance with the Agreement. The Agreement contemplates that the balance of $90,000 will be paid at closing, which is to occur on or before February 22, 2016. If not closed by that date, SRC has the option to extend the closing date until March 22, 2016, for additional consideration of $10,000, bringing the total consideration payable under the Agreement to $120,000. The Agreement further contemplates that, following the closing, IMMI will have option to purchase the 2% NSR from SRC royalty by December 24, 2016 for $120,000.

	b)	Pursuant to the demand and instructions of Mont Strategies Inc., on January 11, 2016, the Company repaid the support note issued on September 28, 2015, for $20,000 plus accrued interest of $233.

	c)	Effective as of the close of the market on January 28, 2016, the Company’s shares ceased to be traded on the TSXV in Canada. The Company’s shares continue to be traded on the OTC Pink Market Place under the symbol, “IFAM”.

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 SIX-MONTH AND THREE-MONTH PERIODS ENDED DECEMBER 31, 2015

PLAN OF OPERATIONS

We will require additional capital to continue our operations and implement further exploration and possible development of our projects. We have limited cash to fund operations and have taken steps to reduce our operating costs. In March 2015 the Company entered into a Standby Support Agreement (the “Agreement”) with Mont Strategies Inc., a company that is owned and controlled by a member of the Company’s Board of Directors. Pursuant to the Agreement, Mont Strategies Inc. may, but is not obligated to, provide funding to the Company to maintain operations. The Agreement has a two-year term and contemplates funding backed by demand promissory notes bearing interest at a rate of four percent (4%) per annum.

Discussion of Operations and Financial Condition

Six-Month and Three-Month Periods ended December 31, 2015

The Company has not yet realized revenues from its planned operations. Given the present unfavorable climate for raising capital for mineral exploration, the Company has halted its exploration efforts but will continue to maintain its mineral interests and milling facility. The Company has incurred a cumulative loss of $24,706,618 from inception to December 31, 2015. We expect our operating losses to continue. Our efforts to raise capital and monetize assets are our priority.

Corporate Structure

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

Exploration of the Company’s precious metals properties held by our wholly owned subsidiary, Silver Reserve Corp. (“SRC”), was most recently focused on the Clay Peters Project. Management believes that the Clay Peters Project, as well as the Silver Queen and Klondyke Projects, currently provide the best opportunity for development of resources that could go to production. The Company is also considering joint venture opportunities with third parties to further explore and develop, if warranted, those properties.

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

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

The Company intends to use any funds realized from these efforts towards meeting its operating overhead and further exploration of its mineral claims, if possible.

Stock Based Compensation

In July of 2011, the shareholders of the Company approved an amendment and restatement of the Company’s 2006 Stock Option Plan. This amended and restated stock option plan is referred to herein as the “2011 Amended Plan.” The purpose of the 2011 Amended Plan 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 material terms of the 2011 Amended Plan include (a) officers, directors, employees and consultants who provide services to the Company may be granted options to acquire Common Shares of the Company at the fair market value of the stock on the date of grant, (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 2011 Amended Plan. It was expected that options issued pursuant to the 2011 Amended Plan would not be “qualified” options under the provisions of section 422 of the Internal Revenue Code of 1986, as amended from time to time.

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

SELECTED FINANCIAL INFORMATION

		Three months	Three months
		ended	ended
		December 31, 2015	December 31, 2014

Revenues		Nil	Nil
Net Income (Loss)	$	431,078	($123,946	)
Income (Loss) per share-basic and diluted		0.003	(0.001	)

		Six months	Six months
		ended	ended
		December 31, 2015	December 31, 2014

Revenues		Nil	Nil
Net Income (Loss)	$	239,512	($304,364	)
Income (Loss) per share-basic and diluted		0.002	(0.002	)

		As of		As of
		December 31, 2015		June 30, 2015

Total Assets	$	831,629	$	586,953
Total Liabilities	$	835,807	$	775,622
Cash dividends declared per share		Nil		Nil

Total assets as of December 31, 2015, include cash and cash equivalents of $109,757, investments of $212,673, prepaid expenses and other receivables of $31,195, restricted cash of $52,000, reclamation deposits of $21,600, and plant and equipment of $404,400, net of depreciation. As of June 30, 2015, total assets include cash and cash equivalents of $5,666, investments of $57,128, prepaid expenses and other receivables of $14,810, restricted cash of $52,000, reclamation deposits of $21,600, and plant and equipment of $435,749, net of depreciation.

The revenues and net income (loss) (unaudited) of the Company for the quarter ended December 31, 2015 as well as the seven quarterly periods completed immediately prior thereto are set out below:

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

Revenues	Nil	Nil		Nil		Nil		Nil		Nil		Nil		Nil

Net Income (Loss)	431,078	(191,566	)	(140,906	)	(134,201	)	(123,946	)	(180,418	)	(314,420	)	(162,934	)

Income (Loss per Weighted Average Number of Shares Outstanding -Basic and Fully Diluted	0.003	(0.001	)	(0.002	)	(0.001	)	(0.001	)	(0.001	)	(0.002	)	(0.001	)

Revenues

No revenue was generated by the Company’s operations during the three-month and six month periods ended December 31, 2015 and December 31, 2014 except the revenue from the option and joint venture agreement (the “Option Agreement”) with IMMI, a wholly owned subsidiary of International Millennium Mining Corp., to sell an 85% interest in SRC’s NL Extension Project for total consideration of $350,000 cash and 1,925,000 shares of IMMC’s common stock (together, the “Consideration”). The Company has not yet realized any revenue from its operations.

Net Income (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 all property payments are impaired and accordingly the Company has written off the acquisition costs. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. For the purpose of preparing financial information, all costs associated with a property that has the potential to add to the Company's proven and probable reserves are expensed until a final feasibility study demonstrating the existence of proven and probable reserve is completed. No costs have been capitalized in the periods covered by these financial statements. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

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

(a) General and Administration Expense

Included in operating expenses for the three-month period ended December 31, 2015, is General and Administration Expense of $81,447 as compared with $95,090 for the three-month period ended December 31, 2014. During the six-month period ended December 31, 2015, general and administration expense was $175,647 as compared to $194,692 for the six-month period ended December 31, 2014. General and Administration Expense consists of professional, consulting, office and general and other miscellaneous costs. General and Administration Expense represents approximately 60% of the total operating expense for the six-month period ended December 31, 2015 and approximately 65% of the total operating expense for the six- month period ended December 31, 2014. General and Administration Expense decreased by $19,045 in the current six-month period, as compared to the similar six-month period for the prior year. The decrease in General and Administration Expense during the three and six month periods ended December 31, 2015, is mainly due to decreases in expenses for employee compensation.

(b) Project Expense

During the three-month period ended December 31, 2015, Project Expense was $7,600 as compared to $8,572 for the three-month period ended December 31, 2014. During the six-month period ended December 31, 2015, project expense was $85,833 as compared to $69,509 for the six-month period ended December 31, 2014. Project Expense represents approximately 29% of the total operating expenses for the six-month period ended December 31, 2015 and approximately 23% of the total operating expenses for the six-month period ended December 31, 2014. Project Expenses decreased during the three and six -month period ended December 31, 2015, primarily due to the Company retaining fewer Bureau of Land Management (the “BLM”) claims for the fiscal year.

Liquidity and Capital Resources

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

		December 31, 2015			December 31, 2014

Cash and cash equivalents	$	109,757		$	85,068
Working capital	$	(139,076	)	$	(9,798	)
Cash (used) in operating activities	$	(279,715	)	$	(337,679	)
Cash provided by investing activities	$	221,506		$	89,900
Cash provided by financing activities	$	162,300		$	170,000

As of December 31, 2015, the Company had working capital of ($139,076) as compared to ($9,798) as of December 31, 2014.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of December 31, 2015 and December 31, 2014.

Contractual Obligations and Commercial Commitments

Maintaining Claims in Good Standing

Cash Requirements

At December 31, 2015, the Company had cash and cash equivalents of $109,757, investments of $212,673 and prepaid expenses and other receivables of $31,195 for total current assets of $353,625.

Given the present unfavorable climate for raising capital for mineral exploration, the Company has halted its exploration efforts. The Company is investigating all of its options in light of current market conditions in the capital markets. During the twelve- month period ending December 31, 2016, the Company expects to incur approximately $75,000 of Project Expenses, generally to maintain its mineral interests and milling facility. Our ability to incur Project Expenses is subject to our having adequate funds. The Company has no firm commitment for additional financing and may not be able to incur all of the Project and General and Administration Expenses planned in the current fiscal year unless additional capital is raised. In March 2015 the Company entered into a Standby Support Agreement (the “Agreement”) with Mont Strategies Inc., a company that is owned and controlled by a member of the Company’s Board of Directors. Pursuant to the Agreement, Mont Strategies Inc. may, but is not obligated to, provide funding to the Company to maintain operations. The Agreement has a two-year term and contemplates funding backed by demand promissory notes bearing interest at a rate of four percent (4%) per annum

Subsequent Events

	a)	On January 7, 2016, SRC and IMMI entered into an agreement (the “Agreement”) pursuant to which IMMI will purchase SRC’s remaining interests (mainly 15%) in the NL Project for consideration of $110,000 and a granting SRC a 2% NSR royalty. On January 8, IMMI wired a non-refundable deposit of $20,000, in accordance with the Agreement. The Agreement contemplates that the balance of $90,000 will be paid at closing, which is to occur on or before February 22, 2016. If not closed by that date, SRC has the option to extend the closing date until March 22, 2016, for additional consideration of $10,000, bringing the total consideration payable under the Agreement to $120,000. The Agreement further contemplates that, following the closing, IMMI will have option to purchase the 2% NSR from SRC royalty by December 24, 2016 for $120,000.

	b)	Pursuant to the demand and instructions of Mont Strategies Inc., on January 11, 2016, the Company repaid the support note issued on September 28, 2015, for $20,000 plus accrued interest of $233.

	c)	Effective as of the close of the market on January 28, 2016, the Company’s shares ceased to be traded on the TSXV in Canada. The Company’s shares continue to be traded on the OTC Pink Market Place under the symbol, “IFAM”.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

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 December 31, 2015, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are:

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

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

Management 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 December 31, 2015, there have been no changes to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

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

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

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

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

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

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

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

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

	We will require significant additional financing in order to resume our exploration activities and our assessment of the commercial viability of our properties. There can be no assurance that we will be successful in our efforts to raise these required funds, or on terms satisfactory to us. If we are unable to obtain additional financing, we will not be able to continue our operations.

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

	Due to the fact that we are a mineral exploration company and have no established source of revenues, the report from Schwartz Levitsky Feldman LLP, our independent registered public accounting firm, regarding our consolidated financial statements for the fiscal year ended June 30, 2015, includes an explanatory paragraph stating that the financial statements were prepared assuming we will continue as a going concern. The existence of the “going concern” comment in our auditor’s report may make it more difficult for us to obtain additional financing. In the event that we are unable to raise additional capital, as to which there can be no assurance, we may not be able to continue our operations.

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

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

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

	We have a history of operating losses, expect to continue to incur losses, and may never be profitable. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred losses totaling $24,706,618 from inception to December 31, 2015. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates.

6.	BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT INMINERAL 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 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 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 mineral properties and the difficult economy and market volatility that we are experiencing. Moreover, most exploration projects do not result in the discovery of commercially mineable deposits.

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

	Our ability to raise capital and explore or monetize our properties 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.	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.

9.	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.

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

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

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	None.

Item 3.	Defaults Upon Senior Securities

	None.

Item 4.	Mine Safety Disclosures

	Not applicable.

Item 5.	Other Information

	None.

Item 6.	Exhibits and Reports on Form 8-K

(a)	None

(b)	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

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

(c)		Current Report on Form 8-K “Item 1.01-Entry into a Material Definitive Agreement,” filed on December 1, 2015.

		Current Report on Form 8-k “Item 3.01-Notice of Delisting,” filed on January 28, 2016.

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: February 15, 2016	By:/s/Randal Ludwar
	Randal Ludwar, Secretary

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