Annual Report (10-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark one)

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

For the Fiscal Year June 30, 2013 , or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

000-52641
Commission File Number

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

Delaware	98-0492752
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification Number)
organization)

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

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

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

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities Act
Yes [ ] No[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Rule 13 or Section 15(d) of the Act
Yes [ ] No [X]

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

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 Rule 405 of Regulation S-T (s 220.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.
Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer or a smaller reporter.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No

The issuer had no revenue during the year ended June 30, 2013.

The aggregate market value of the Common Stock held by non-affiliates of the issuer, as of December 31, 2012, was approximately $1,930,929 based upon a share valuation of $0.041 per share. This share valuation is based upon the closing price of the Company’s shares as of December 26, 2012 (the date of the last sale of the Company’s shares closest to the end of the Company’s second fiscal quarter). For purposes of this disclosure, shares of Common Stock held by persons who the issuer believes beneficially own more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the issuer have been excluded because such persons may be deemed to be affiliates of the issuer.

As of August 31, 2013, 132,268,819 shares of the issuer’s Common Stock were outstanding.

Transitional Small Business Disclosure
Yes [ ] No [X]

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 2.	Properties	8
Item 3.	Legal Proceedings	28
Item 4.	Mine Safety Disclosure	28
Part II
Item 5.	Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	Selected Financial Data	32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Change in and Disagreements With Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	46
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	47
Item 11.	Executive Compensation	51
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence	56
Item 14.	Principal Accountant Fees and Services	56
Part IV
Item 15.	Exhibits, Financial Statement Schedules	57

Part I

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

Item 1. Business.

Our name is Infrastructure Materials Corp. and we sometimes refer to ourselves in this report as “Infrastructure Materials” or “Infrastructure”, the “Company” or as “we,” “our,” or “us.” We are engaged in the exploration and development, if warranted, of precious metal projects located in the State of Nevada, and of cement grade limestone projects also located in Nevada. As of the date of this report, we hold 1,284 unpatented lode mineral claims and six mill site claims on land owned or controlled by the United States Department of Interior’s Bureau of Land Management (“BLM”). The Company also holds mineral rights or surface rights for 4,940 net acres and holds interests in 14 patented claims and 6 leased patented claims. Our claims cover 18 projects in Nevada. We also own a milling facility located on six BLM mill site claims in Nevada. Our efforts going forward through our current fiscal year ending June 30, 2014, include further study and accumulation of information about our Blue Nose Project located in Lincoln County, Nevada. We will also continue the evaluation of our precious metal projects, including further exploration of our Clay Peters project located in Mineral County, Nevada. While exploratory drilling programs are being developed, we will also consider joint ventures with third parties to further explore and develop, if warranted, those projects.

Infrastructure has three wholly owned subsidiaries. They are (a) Silver Reserve Corp., a Delaware corporation (“Silver Reserve” or “SRC”) that holds title to our precious metal claims and leases, (b) Infrastructure Materials Corp US, a Nevada corporation (“IMC US”) that holds title to our limestone related claims, permits and leases in the United States, and (c) Canadian Infrastructure Corp, an Alberta, Canada corporation (“CIC”). The following diagram illustrates our corporate structure.

Our head office is at 1135 Terminal Way, Suite 207B, Reno, Nevada 89502 and our administrative office is also at this address. Our telephone number is 775-322-4448. We have three employees, primarily using consultants and contract personnel to perform various professional and technical services, including but not limited to management functions, drilling, construction, site surveillance, environmental assessment, and field and on-site production operating services.

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 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 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 an exploration stage 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, 2013 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 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.

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 totalling $23,335,415 from inception to June 30, 2013, and incurred losses of $2,514,598 during the fiscal year ended June 30, 2013. 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.

6.	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.

7.	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.

8.	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.

9.	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.

10.	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.

11.	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.

12.	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. Properties

Description of Property held by Silver Reserve Corp. (“SRC”), a wholly owned subsidiary of Infrastructure Materials Corp.

Property Location and Description

The following is a map highlighting the counties in the State of Nevada where the properties held by SRC are located.

The following claim groups are described below: Clay Peters (referred to in prior filings as “Kope Scheelite”) Claim Group, Silver Queen Claim Group, Klondyke Claim Group, Quailey Claim Group and Quailey Patented Claims, NL Extension Claim Group, Dyer Claim Group, Sylvania Claim Group, Montezuma Claim Group, Blue Dick Claim Group, Weepah Hills Claim Group, Santa Fe Claim Group, Pansy Lee Claim Group, Gold Point Claim Group and Red Rock Mill. These claims were originally acquired by the Company and assigned to SRC.

Mojave Property Purchase Agreement

On August 1, 2006, the Company entered into a property purchase agreement (the “Mojave Property Purchase Agreement”) with the Mojave Silver Company, Inc. to acquire a 100% interest in claims located in Esmeralda County and Mineral County, Nevada (as further described below) and known as the Silver Queen Claim Group, Nivloc Claim Group (now identified as NL Extension Claim Group), Klondyke Claim Group, Dyer Claim Group, Sylvania Claim Group, Montezuma Claim Group, Blue Dick Claim Group, Weepah Hills Claim Groups, Kope Scheelite Group (now identified as Clay Peters Claim Group), Santa Fe Claim Group, Quailey Claim Group and Quailey Patented Claims (collectively the “Mojave Claims”). The Mojave Claims were conveyed in exchange for 3,540,600 shares of the Company’s common stock, then valued at $885,150. All of the Mojave Claims were subsequently assigned to our wholly owned subsidiary, SRC.

Clay Peters Claim Group

The Clay Peters Claim Group (referred to in prior filings as the “Kope Scheelite” Claim Group) consists of 263 unpatented, lode mineral claims located in Mineral County, Nevada, approximately 12 miles east of Mina, Nevada. Access is by dirt road. The elevations on the claim area range from 6,800 feet to 7,000 feet. The Clay Peters claims are located on the southernmost part of the Gabbs Valley Range. The workings on the property consist of numerous shafts and prospects. This claim group covers approximately 5,434 acres. Twenty-five claims were acquired pursuant to the Mojave Property Purchase Agreement. SRC has subsequently staked an additional 238 claims.

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

In September and October of 2012, the Company completed approximately 2,300 meters of drilling in 19 reverse circulation holes. In January 2013, the Company retained Zonge International Inc. of Reno, Nevada (“Zonge”) to perform a ground magnetic survey at the Clay Peters project covering a total area measuring 3,450 meters by 4,500 meters with 150 meter spacing between 18 east-west lines for a total of approximately 62.1 line-km of survey coverage. In July 2013 the Company announced that Zonge had completed an Induced Polarization/Resistivity geophysical orientation survey program to further define the geophysical features and identify drilling targets. The Company plans a 5,000-foot drill program at this project that is expected to be completed in October 2013.

The 263 Clay Peters lode mineral claims are identified in the BLM records by Nevada Mining Claim (“NMC”) numbers: 871216 through 871223, 871229 through 871240, 871244, 964722 through 964724, 964732, 964733, 1038681 through 1038684, 1070161 through 1070193,1071455 through 1071492, 1081001 through 1081012, 1085644 through 1085709 and 1088297 through 1088380.

SRC is the registered holder of these unpatented, lode mineral claims. There are no underlying agreements or royalty interests of third parties that pertain to these claims. SRC will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $140 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

In addition, SRC entered into an Exploration License with Option to Purchase (the “Buhrman Agreement”) with Ralph L. Buhrman and Jacqueline Buhrman (together, the “Owner”) for three patented claims, covering approximately 59 acres (the “Property”) situated in Mineral County, Nevada. The Property is identified as the claims named Geo F. (also known as George F.), Commodore and Thrush, Survey No. 2593 in Sections 2 and 11, PLSS T7N, R36E of Mineral County, recorded as Patent File No. 45651, APN 009-170-04. Under the terms of the Buhrman Agreement, SRC was granted the exclusive right and option to enter and examine the Property (the “Exploration License”) in consideration of a $30,000 payment to the Owner (the License Payment”). During the term of the Exploration License, SRC has the exclusive right to undertake geological, geophysical, and geochemical examinations of the Property; to sample the Property by means of pits, trenches, and drilling; and to take bulk samples from the Property for the purpose of conducting metallurgical and leaching tests. However, SRC may not commence development or mining activities on the Property unless it exercises the Purchase Option as defined below. SRC will be responsible for reclamation of its pits, trenches, drill sites, and other such disturbances arising out of its activities on the Property. The Exploration License had an initial one-year term beginning on May 1, 2012 (the “Effective Date”) and ending on April 30, 2013. On April 30, 2013, SRC exercised its right to extend the Exploration License for an additional period of one year by making an additional License Payment of $30,000 to the Owner. The Buhrman Agreement also grants SRC the exclusive right and option to purchase the Owner’s ownership interest in the Property (the “Purchase Option”) for the sum of $90,000 less all License Payments previously made. SRC may exercise the Purchase Option at any time during the term of the Exploration License by giving written notice to the Owner. If SRC exercises the Purchase Option, SRC will also pay the Owner a two percent (2%) royalty based upon gross revenues less deductions as defined by the Buhrman Agreement, and SRC will also have 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 Owner pursuant to such royalty. SRC may terminate the Buhrman Agreement at any time by giving 30 days’ notice in writing to the Owner.

In the past the Federal government permitted private parties to obtain title to a claim known as a “patented claim” if certain conditions were met. A patented mining claim arises where the Federal Government passes its title to the claimant, making it private land. A mineral patent gives the owner exclusive title to the mineral interests and title to the surface and other resources. Patents for claims are no longer issued. Unpatented lode mineral claims are created by physically inserting a stake in the ground at each corner of the claim and filing the location of the claim as so demarcated with a government BLM recording office. The rights associated with an unpatented claim are restricted to the extraction and development of mineral deposits. No land ownership is conveyed with an unpatented claim.

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

Silver Queen Claim Group

The Silver Queen Claim Group consists of 178 unpatented, lode mineral claims located in Esmeralda County, Nevada, approximately nine miles west of Silver Peak, Nevada on Highway 47. The claim area covers approximately 3,636 acres. The property is accessed by dirt roadways. Eighty-three claims were acquired pursuant to the Mojave Property Purchase Agreement. SRC subsequently staked an additional 93 claims and also purchased two claims in 2008.

The claims are located in the Red Mountain District. The Silver Queen Claim Group covers a northwest trending group of silver deposits that include the Silver Queen and Mohawk mines. In 1920 a producing mine was constructed and production continued through the late 1950's at the Mohawk location.

In June 2008 four drill holes were completed to depths of 400 to 500 feet vertically in the Silver Queen area on surface anomalies noted during grid sampling. In July 2008 five holes were drilled to intercept unmined mineralized zones noted by a previous operator within the Mohawk workings.

SRC entered into an option agreement (the “MGold Agreement”) dated August 2011 with MGold Resources Inc. (“MGold”), pursuant to which MGold would have an option to earn a 50% interest in the Silver Queen Claim Group. In October 2011, MGold commenced drilling to test mineralization below the historical Mohawk mine workings. Five reverse circulation holes were drilled for a total of approximately 3,500 feet of vertical drilling. Two of the five holes were drilled to intercept the Silver Queen vein system and three of the holes were drilled to target surface silver anomalies. Effective April 2012 MGold elected to terminate the MGold Agreement and the Company retained its 100% interest in the Silver Queen Claim Group.

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

The 178 Silver Queen lode mineral claims are identified in the BLM records by NMC numbers: 737071, 737072, 870453 through 870535, 966963 through 966966, 966969 through 966979, 969847 through 969850, 969852, 969853, 966982 through 967017, 986543, 106856, 1068563, 1058732 through 1058744, 1058748 through1058755 and 1058759 through1058770.

Subsequent to the period covered by this report, the Company elected to retain 120 of 178 mineral claims and drop 58 claims in this claim group.

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

Klondyke Claim Group

The Klondyke Claim Group consists of 134 unpatented, lode mineral claims located in Esmeralda County, Nevada. The Klondyke Claim Group is accessible by road from Tonopah, Nevada. The property lies at elevations ranging from 5,400 feet to 5,908 feet. The claim group covers approximately 2,768 acres and is accessed by Nevada Route 93 and dirt road access. Sixty-three claims were acquired pursuant to the Mojave Property Purchase Agreement. SRC subsequently staked an additional seventy-one claims. This claim group also includes three owned patented claims and two leased patented claims covering a total of approximately 94 acres.

The Klondyke district, which was discovered in 1899, lies about 10 miles south of Tonopah, Nevada. Most of the deposits occur in veins within limestone carrying both silver and gold. The claim area hosts numerous prospects and mine shafts. The property geology was mapped at a scale of 1:12000 in 2007 and 5 separate sample grids were laid out and sampled to cover what appeared to be anomalous zones outlined during the mapping program.

Mapping and grid sampling to date indicate strong NE/SW bearing anomalous zones to the south of the old mine working where the structure runs NW/SE. Surface sampling in this zone carried grades as high as 42.3 oz silver and 0.1 oz gold per ton.

Grid sampling has identified a large gold-only anomalous zone in the southern portion of the property. A trenching program is recommended to expand this anomaly.

Five reverse circulation holes were drilled in the spring of 2012 for a total of approximately 1,600 feet. Four of the holes targeted an anomalous vein system in the northwest portion of the property and one hole was drilled on a gold surface anomaly in the southeast portion of the property.

The 134 Klondyke lode mineral claims are identified in the BLM records by NMC numbers: 867448, 867450, 867452, 867454, 867456, 867458, 867461, 867463, 867465, 867467 through 867469, 867471, 867472, 867474, 867476, 867478, 867480, 867482, 867484, 867487, 867490, 867492, 867494, 867496, 867498, 867500, 867502, 936129, 936131, 964631, 964633, 964635, 964637, 964638, 964641, 964642, 964644, 964646, 964648, 964650, 964652, 964654, 964656, 964665, 964667, 964682, 964699, 1039914 through 1039983 and 1058716 through 1058731.

SRC is the registered holder of these unpatented, lode mineral claims and the owned patented claims. There are no underlying agreements or royalty interests of third parties that pertain to these claims. SRC will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $140 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada. Also, the patented claims are subject to County real estate taxes.

Subsequent to the period covered by this report, the Company elected to retain 88 of 134 mineral claims and drop 46 claims in this claim group.

In September 2012 SRC purchased 3 patented claims covering approximately acres and identified as the claims named Annex No. 1, Annex No. 2 and Possibility known as Esmeralda County Parcels APN 00-005-73, APN 00-005-74 & APN 00-005-76; PLSS T1N, R43E MDM Section 29 and 30, as Survey No. 4141 and recorded as Patent File No. 485355.

In addition, SRC leases two patented claims covering approximately 35 acres from Ovidia Harting (“Harting”) pursuant to an agreement (“the Lease Agreement”) dated May 30, 2008. The Lease Agreement has a renewable term of 10 years and permits SRC to explore the area covered by the patented claims. The Lease Agreement provides for annual payments of $1,000 per claim to Harting. The Lease Agreement also provides that SRC pay the real estate taxes imposed by Esmeralda County. These two patented claims are subject to a 3% net smelter return royalty to be calculated and paid to Harting within 45 days after the end of each calendar quarter. These claims are known as the President and Annex claims, Survey No. 4141 in Section 30, PLSS T1N, R43E, APN 000-005-75 and 005-005-79 of Esmeralda County. The Company may terminate this Lease Agreement at any time by giving 60 days notice in writing to Harting.

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

Quailey Claim Group

The Quailey Claim Group is located in Mineral County, Nevada, and consists of 52 unpatented, lode mineral claims covering approximately 1,074 acres. Four of the unpatented claims were acquired pursuant to the Mojave Property Purchase Agreement. SRC subsequently staked an additional forty-eight claims. The Quailey Claim Group also includes 11 owned patented claims and one leased patented claim, collectively covering approximately 212 acres.

The Quailey claims are located approximately 16 miles south, southeast from the town of Hawthorne, Nevada on the northwest side of Excelsior Mountains and are accessible from Hawthorne via Nevada Route 359 and dirt roadways to the claim area. A number of dirt roads provide access to the main workings of the former mine. Most of the information for the Quailey Mine Project was obtained from a 1975 report by J. McLaren Forbes. The early work on the property was done in 1882 when copper ores with silver and gold values were mined and smelted on the property. Later, between 1907 and 1914, Excelsior Enterprises Inc. was active on the property. Just prior to this activity, a number of the claims were surveyed and patented. During the period 1975-76 the mine was rehabilitated. This work was done by Ladd Enterprises Inc, of Reno, Nevada.

Historical records indicate that an unknown amount of copper, gold and silver ores were mined from 4,000 feet of developed mine workings.

The 52 Quailey lode mineral claims are identified in the BLM records by NMC numbers: 916095, 916096, 916099, 916103, 935444 through 935446 and 1070194 through 1070238.

SRC is the registered holder of these unpatented, lode mineral claims and the owned patented claims. There are no underlying agreements or royalty interests of third parties that pertain to these claims. SRC will remain as the record holder of the unpatented, lode mineral claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $140 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada. Also, the patented claims are subject to County real estate taxes.

Subsequent to the period covered by this report, the Company elected to retain 27 of 52 mineral claims and drop 25 claims in this claim group.

The 11 owned patented claims are identified below. The ten owned patented claims listed below as Parcels 1, 2 and 3 were acquired pursuant to the Mojave Property Purchase Agreement. The owned patented claim listed below as Parcel 4 was purchased in July 2012.

Parcel 1: the claim named Nevada known as Mineral County Parcel APN 009-200-11; PLSS T5N R31E MDM Sections 2 and 3 as Survey No. 3298 and recorded as Patent File No. 141100.

Parcel 2, which includes eight claims named Butte, Central, Calumet, Red Bank, Bonanza, Great Eastern, Roosevelt and Bisbee known as Mineral County Parcels APN 009-200-10 and APN 009-200-12; PLSS T5N R31E MDM Sections 1, 2, 3, 10 & 11 as Survey No. 3303 and recorded as Patent File No. 141941.

Parcel 3, which includes the Northeasterly 750 feet of the San Juan claim known as Mineral County Parcel APN 009-200-05; PLSS T5N R31E MDM Section 2, as Survey No. 3303 and recorded as Patent File No. 141941.

Parcel 4, the claim named Franklin-third known as Mineral County Parcel APN 009-200-09; PLSS T5N R31E MDM Section 1 & 2, as Survey No. 3303.

In addition, SRC entered into a mineral lease agreement effective February 29, 2012 (the “Gumaskas Agreement”) with Joseph W. Gumaskas (“Gumaskas”) to lease one patented claim covering approximately 10 acres (the “Claim”) in Mineral County, Nevada. The Claim is known as San Juan SW 750 feet, Survey No. 3303, PLSS T5N R31E MDM Section 2, recorded as Patent File No. 463521, Mineral County Parcel APN 009-200-02. 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 permitted by the Gumaskas Agreement. Gross revenue includes the aggregate of revenue received by SRC from arm’s length purchasers of all mineral products produced from the Claim, the fair market value of all products sold by SRC to persons not dealing with SRC at arm’s length and SRC’s share of the proceeds of insurance on products. From such revenue, SRC would be permitted to deduct sales charges levied by any sales agent on the sale of products, all insurance costs in respect of mineral products, and all costs, expenses and charges of any nature whatsoever that are either paid or incurred by SRC in connection with the refinement and beneficiation of products after leaving the Claim. SRC may terminate the Gumaskas Agreement at any time by giving 60 days’ notice in writing to Gumaskas.

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

NL Extension Claim Group

The NL Extension Claim Group (the “NL Project”) consists of 18 unpatented, lode mineral claims located in Esmeralda County, Nevada, approximately 6.5 miles southwest of Silver Peak, Nevada on Highway 47. The claim group covers approximately 372 acres. In previous reports filed by the Company, this claim group was sometimes referred to as the “Nivloc Claim Group.” Fifteen claims were acquired pursuant to the Mojave Property Purchase Agreement. SRC subsequently staked an additional three claims.

The NL Project is located approximately 6.5 miles southwest of Silver Peak, Nevada and is accessible along a dirt road 7 miles west of Silver Peak. Elevations on the property range from 5900 feet to 6400 feet. The NL Project lies on the eastern flank of Red Mountain and, with the Sixteen-to-One deposit, forms a mineralized zone which trends northwesterly. The veins trend northeasterly across the zone. The Nivloc Mine operated from 1937 to 1943. The Nivloc Mine is adjacent but not within the claim group held by the Company. The Nivloc mine encountered non-mineralized carbonates at around 900 feet and we assume that the reserves here are exhausted.

A 5-hole exploratory reverse circulation drill program was completed by SRC in January 2008. Hole NL5 intersected 30 feet with an average grade of 2.5 ounce silver and 0.033 ounce gold per ton. The hole also intersected a second 15-foot zone with five feet grading 21 ounces silver and an average grade of 8.5 ounce silver per ton but no gold. These intersections appear to be extension of the Nivloc veins 2800 feet east of the old mine workings. Hole NL3 also appeared to intercept the vein but was abandoned due to up-hole collapse. Two additional core holes were drilled to target the veins intersection in NL5 from different angles to verify if the original intercepts went through the vein.

SRC is the registered holder of this claim group. 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 the NL Project for total consideration of $350,000 and 1,925,000 shares of IMMC’s common stock (the “Consideration”). Under the terms of the 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. If the NL Project is determined to be economically feasible, based upon criteria contained in the 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 March 5, 2013, SRC executed a Sale and Purchase Agreement (the “Sale Agreement”) with IMMI to sell to IMMI (1) all of SRC’s interest in the NL Project and (2) all of its interest in the Option Agreement. Pursuant to the terms of the Sale Agreement, upon closing IMMI will pay SRC a purchase price of $425,000 and the Option Agreement will terminate. Also, upon closing of the Sale Agreement, SRC will transfer 100% of its interest in the NL Project to IMMI. The closing date was scheduled to occur on or about April 30, 2013, and has been extended several times. In connection with the closing date extensions, IMMI paid a 10% (ten percent) non-refundable deposit of $42,500 towards the purchase price. The terms of the Sale Agreement provide that all Consideration paid by IMMI under the Option Agreement prior to closing will be retained by the Company.

From late 2011 through 2012, IMMI conducted a drill program that consisted of 37 core holes t, all directed at infilling an un-mined portion of the historical Nivloc Mine workings. Most of the holes were drilled from pads located on SRC’s claim NL6. According to information provided by IMMI, 33 of the drill holes intercepted the target zone and drill results indicate the existence of two vein structures, the Main Nivloc vein and an almost vertical splay vein.

Subject to the terms of the Option Agreement, SRC will remain as the record holder of the claims as long as all payments required by law to maintain the claims are made. These payments include an annual fee of $140 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

The 18 NL Project lode mineral claims are identified in the BLM records by NMC numbers: 867511 through 867525 and 964719 through 964721.

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

Dyer Claim Group

The Dyer Claim Group consists of 8 unpatented, lode mineral claims located in Esmeralda County, Nevada, approximately 5 miles east of the town of Dyer, Nevada on Highway 3A. The Dyer group of claims is accessible from the town of Dyer and cover approximately 165 acres. The Dyer district consists of several prospects and a few small mines that were operated by unknown operators. Phelps Dodge Corp briefly held claims in the area in the 1990’s. Mineralization consists of copper-gold in quartz veins within limestone rocks. All eight claims were acquired pursuant to the Mojave Property Purchase Agreement.

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

Subsequent to the period covered by this report, the Company elected to retain 6 of 8 mineral claims and drop 2 claims in this claim group.

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

Sylvania Claim Group

The Sylvania Claim Group consists of 2 unpatented, lode mineral claims located in Esmeralda County, Nevada. The Sylvania claims are accessible from the town of Lida, Nevada. This claim group covers approximately 41 acres. Both claims were acquired pursuant to the Mojave Property Purchase Agreement.

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

The 2 Sylvania lode mineral claims are identified in the BLM records by NMC numbers: 871136 and 871137

Subsequent to the period covered by this report, the Company elected to drop both of the claims in this claim group.

Montezuma Claim Group

The Montezuma Claim Group consists of 5 unpatented, lode mineral claims located in Esmeralda County, Nevada approximately 12 miles southwest of the town of Goldfield, Nevada on Highway 95. Access to the property is along Highway 95, 6 miles south of Goldfield and then approximately 14 miles west along a dirt road. The property lies at elevations ranging from 6400 feet to 6895 feet. This claim group covers approximately 103 acres. All five claims were acquired pursuant to the Mojave Property Purchase Agreement.

The Montezuma District consists of a number of prospects, some shafts and tunnels and one small mine. Based upon publicly available records, the district is predominantly a silver-lead district although small amounts of copper, gold and bismuth were found in some of the producers. The deposits consist of quartz veins in limestone and shale. Mapping done in the spring of 2008 indicates the property lies on the southern edge of a caldera. A caldera is a cauldron-like volcanic feature formed by the collapse of land following a volcanic eruption.

The 5 Montezuma lode mineral claims are identified in the BLM records by NMC numbers: 871181, 870083, 871185, 871191, and 871193.

Subsequent to the period covered by this report, the Company elected to drop all five of the claims in this claim group.

Blue Dick Claim Group

The 19 Blue Dick claims are located in the SE part of the Palmetto Mining District and cover approximately 393 acres. The Blue Dick claims are accessible from the town of Lida, Nevada. All 19 claims were acquired pursuant to the Mojave Property Purchase Agreement. Production occurred prior to 1960 and the deposits contained silver, gold and lead and occur in veins, according to available public records. Most of these veins trend west or northwest. The claim area contains numerous prospects, tunnels, shafts and two small open pit mines. The Blue Dick mine has two shafts and two tunnels but no data is available.

Geologic mapping and sampling indicates complex low angle faulting traced from the historic underground mine workings along strike for a length of at least 3000 feet. Rock chip sampling underground carried grades of gold 1.3 opt and silver 69 opt.

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

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

Weepah Hills Claim Group

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

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

The single Weepah Hills lode mineral claim is identified in the BLM records by NMC number: 868319.

Subsequent to the period covered by this report, the Company elected to drop the one claim in this claim group.

Santa Fe Claim Group

The Santa Fe Claim Group consists of 23 unpatented, lode mineral claims located in Mineral County, Nevada, approximately five miles north of Luning, Nevada. This claim group covers approximately 475 acres. All 23 claims were acquired pursuant to the Mojave Property Purchase Agreement. The Santa Fe claims are accessible from the town of Luning, Nevada.

The Santa Fe district is located in the Gabbs Valley Range northeast of Luning. The Santa Fe property was first located in 1879 and has produced silver and lead, according to public records. Workings consist of a 300 ft incline and several hundred feet of tunnels on different levels. Significant silver and gold values have been obtained from sampling on the vein systems warranting further exploration. The property was mapped in late 2007 and a follow up grid sampling program will be developed to define drill targets at a future date.

The 23 Santa Fe lode mineral claims are identified in the BLM records by NMC numbers: 868205 through 868210, 868214 through 868218, 868224 through 868228 and 1047210 through 1047216.

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

Pansy Lee Claim Group

On August 1, 2006, the Company acquired the Pansy Lee Claims Group from Anglo Gold Mining Inc. in exchange for 1,850,000 shares of the Company’s common stock pursuant to an Asset Purchase Agreement dated August 1, 2006 (the “Pansy Lee Purchase Agreement”). Pursuant to the Pansy Lee Purchase Agreement, a 2% net smelter royalty pertains to 8 of the 30 claims in this group, identified as follows: NMC 879333 through 879335 and NMC 859406 through 895410. 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 arm’s length and the Company’s share of the proceeds of insurance on products. From such revenue, the Company would be permitted to deduct: sales charges levied by any sales agent on the sale of products; transportation costs for products; all costs, expenses and charges of any nature whatsoever which are either paid or incurred by the Company in connection with the refinement and beneficiation of products after leaving the property and all insurance costs and taxes.

The Pansy Lee Claim Group currently consists of 30 unpatented, lode mineral claims located in Humboldt County, Nevada, approximately eight miles northwest of Winnemucca, Nevada. The claim group covers approximately 620 acres. The Pansy Lee claims are accessible by road from Winnemucca, Nevada. A graded dirt road runs northwesterly for a distance of 12 miles to the property which lies at elevations ranging from 4600 feet to 5200 feet.

A substantial amount of underground work has been done on the Pansy Lee Claims, as much as 910 feet below surface with over 6000 feet of horizontal tunneling on several levels. A mine was operated at the Pansy Lee claim site from 1937 to 1942. Further production occurred in 1964 and 1974. Work was undertaken again in 1981 and 1982 by Santa Fe Mining Company.

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

Date	Action	Tons	Au	Ag
1936-37	Shipped	205	-	-
1939-40	Shipped	1,677	-	-
1939-42	Milled	39,598	0.134	11.5
1941	Shipped	407	0.385	32.5
Total		41,887

In March and April of 2008, SRC drilled three core holes and completed to depths of 800 feet on angle below the existing workings. It appears the 'Swede' vein was encountered in all three holes. Work to date indicates the mineralized zone should extend to depth and along strike on the 2 main veins in the mine. We believe further drilling of these extensions is warranted.

As described above, SRC holds this claim group subject to the 2% net smelter return royalty rights of Anglo Gold Mining Inc. SRC will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $140 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

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

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

Gold Point Claim Group

On February 15, 2008, the Company entered into an agreement with Roger Hall, then an officer and director of the Company, to acquire 14 unpatented, lode mineral claims referred to as the Gold Point Claim Group in consideration of the sum of $5,000 dollars payable in cash and 175,000 common shares of the Company.

The Gold Point Claim Group consists of 8 unpatented lode mineral claims covering approximately 165 acres located in Nye County in the Gold Point District, about 10 miles north east of Current, Nevada off Nevada Route 6. Access is via Route 6 and along a dirt road for approximately two miles.

Mineralization from 0.5 to 10 ppm gold was noted in shaley rocks adjacent to substantial jasperoids on the property. The “jasperoids” found in Nevada are hard, dense purple-black rocks where silica solutions have replaced limestone.

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

Subsequent to the period covered by this report, the Company elected to retain 6 of 8 mineral claims and drop 2 claims in this claim group.

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

Red Rock Mill

On August 1, 2006, the Company entered into an agreement with International Energy Resources, Inc. (“IERI”) to purchase a mill building and related milling equipment located on 28 mill site claims near the town of Mina in Mineral County, Nevada. The mill building is a corrugated steel structure. The assets were conveyed in exchange for 6,975,000 Shares of the Company valued at $1,743,750 pursuant to a property purchase agreement with IERI.

On August 1, 2006 the Company purchased the refinery equipment from Nevada Refinery Inc. in exchange for 88,500 shares of common stock of the Company, valued at $22,125. This equipment can be used to refine “dore” bars or smelt concentrate produced from the milling process. “Doré” bars are bars of precious metal, in this case silver and gold, poured from molten material recovered in the final processing of the mill.

The milling facility is a custom mill installation located on Highway 95 near the town of Mina, Nevada, approximately 185 miles south east of Reno, Nevada. Access is via a dirt road east of Highway 95. The mill has operated under various configurations to meet specific requirements of prior operators. Ore from various sources has been custom milled and processed for the production of concentrate or doré bars.

The mill is nominally designed to process 200 tons of ore per day. Depending on the ore hardness, the crushing circuit will be able to process up to about 250 tons of ore per day. The flotation and leach sections are also capable of running at the 200 tons per day rate. However, other areas of the processing section do not appear to have sufficient capacity to sustain the mill’s nominal design rate and some additions may be required.

Beginning in 2007, the Company engaged a series of independent consulting companies to provide environmental consulting services to facilitate the regulatory permitting process for the milling facility. Although not yet complete, this permitting process is well advanced.

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

The Company is seeking opportunities to monetize the Red Rock milling facility. At its current advanced permitting stage and given its components and processing capacities, we believe that we have the opportunity to either sell the mill or enter into leasing arrangements.

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

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

Description of Property held by Infrastructure Materials Corp US (“IMC US”), a wholly owned subsidiary of Infrastructure Materials Corp.

The following claim groups and leased mineral rights are described below: The Blue Nose Claim Group, Morgan Hill Claim Group, the MM Claim Group, the Wood Hills Claim Group, and the Lime Mountain Claim Group. The Morgan Hill Claim Group (other than the leased properties identified below) was acquired as of November 7, 2008 when the Company purchased its now wholly owned subsidiary, IMC US.

Property Locations and Descriptions

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

Blue Nose Claim Group

The Blue Nose Claim Group consists of 255 unpatented, lode mineral claims located in Lincoln County, Nevada, west of Tule Desert, along the south edge of the Clover Mountains. The claim group is 8 miles east of the Union Pacific rail line in the Meadow Valley Wash. Access is via the graded Carp and Bunker Peak roads. The claim group covers approximately 5,268 acres of land managed by the BLM and was acquired as a result of IMC US locating and staking the claims.

On July 12, 2010, the BLM approved the Company’s Plan of Operations for the Blue Nose Claim Group. On July 14, 2010, the Company posted a reclamation bond in the amount of $240,805 with the BLM in connection with the Blue Nose Claim Group. The reclamation bond backs the Company’s obligations under the Plan of Operations to restore the site and reclaim disturbance (if any) caused by the Company’s activities on the Blue Nose Claim Group. Under the Plan of Operations, the Company drilled 28 reverse circulation holes to depths ranging between 150 and 900 feet for a total of approximately 17,000 feet. When combined with three earlier drill programs, a total of 63 reverse circulation holes approximately 30,000 feet have been completed at the Blue Nose Claim Group.

The Company engaged Mine Development Associates of Reno, Nevada (“MDA”) to assess the data from these drill programs. In a report dated January 5, 2011, MDA stated that two basic limestone units were defined by the drilling. The Lower White limestone unit appeared to contain few impurities and contains relatively high-grade calcium oxide (CaO). The Lower White unit is overlain by another limestone unit that is generally lower grade and contains more impurities. MDA’s report concluded that while further study is required to better define the extent and quality of the units, the Blue Nose Claim Group is estimated to contain significant levels of fairly high-grade limestone. During the fiscal year ending June 30, 2014, the Company intends to further study and accumulate information about the Blue Nose Claim Group.

The 255 Blue Nose lode mineral claims are identified in the BLM records by NMC numbers: 1002031 through 1002186, 1002188 through 1002206, 1002208 through 1002226, 1002228 through 1002246, 1002248 through 1002266, 1002268 through 1002286 and 1014085 through 1014088.

IMC US is the registered holder of this claim group. There are no underlying agreements or royalty interests of third parties that pertain to the above claims. IMC US will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee of $140 per claim to the BLM. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

Subsequent to the period covered by this report, the Company elected to retain 87 of 255 mineral claims and drop 168 claims in this claim group.

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

Morgan Hill Claim Group

The Morgan Hill Claim Group consists of 130 unpatented, lode mineral claims located in Elko County, Nevada, approximately 20 miles west of the town of Wells, Nevada. The claims are situated about five miles north of Interstate 80 and the Union-Pacific rail line. The property is accessed via the I80 River Ranch Exit. The Morgan Hill claims cover approximately 2,686 acres of land managed by the BLM. Of the 130 lode mineral claims in this claim group, 113 were acquired when the Company purchased IMC US in November 2008. The other 17 lode mineral claims were subsequently staked by IMC US.

The Morgan Hill claims cover a northeast trending package of sediments which include a block of favorable massive limestone that has a 2.5 mile strike length. This limestone exceeds 250 feet in thickness. The claim area contains very significant amounts of fine grained limestone within the Devonian Devil’s Gate and Nevada Formations. The unit thickness appears to range up to 500 feet and has varying amounts of interbedded magnesium oxide. There is adjacent sandstone for a silica supply required for cement. Morgan Hill has topography conducive to open pit mining. Preliminary tonnage estimates are positive with little to no initial strip ratio. Area topography allows access to drill areas with a track mounted drill rig. The property lies within 5 miles of the railhead. It is believed to be situated to competitively reach markets in Salt Lake City, Reno, Southern Idaho and Northern California. We have completed a 24-hole drill program on the project identifying three separate cement grade limestone zones of indeterminate thickness. Further drilling will be required to verify the thickness and continuity of the cement and high calcium zones.

The 130 Morgan Hill lode mineral claims are identified in the BLM records by NMC numbers: 989047 through 989130, 997410 through 997438 and 1006464 through 1006480.

IMC US is the registered holder of this claim group. There are no underlying agreements or royalty interests of third parties that pertain to the Morgan Hill claims. IMC US will remain as the record holder of the claims as long as it continues to make all payments required by law to maintain the claims. These payments include an annual fee to the BLM of $140 per claim. In addition, a claim holder is required to pay annual County filing fees in most counties within Nevada.

Subsequent to the period covered by this report, the Company elected to retain 28 of 130 mineral claims and drop 102 claims in this claim group.

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

The Perdriau Mineral Rights

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

The following description of the Perdriau Property is based upon reference points used in the Public Land Survey System (the “PLSS”) that is maintained by the BLM. The Perdriau Property is located on The National Map at T37N, R58E Elko County, Nevada in the following sections:

Section 9	SW ¼	80 acres
Section 15	W1/2 W1/2	80 acres
Section 19	SE ¼	80 acres
Section 21	N1/2 NE1/4	20 acres
Section 21	SW ¼	80 acres

Total Net acres		340 acres

Hammond Surface Rights Lease and Mineral Rights Agreement

As of January 15, 2010, the Company entered into a Property Lease Agreement with Eugene M. Hammond (the “Hammond Lease”) for surface rights on 80 acres in Elko County, Nevada described below (the “Hammond Surface Rights”). The term of the Hammond Lease is five years and the annual rent is $500. The lessee is responsible for the payment of all real estate taxes on the Hammond Surface Rights. During the term of the Hammond Lease, the lessee has the exclusive right to conduct exploration and development work on the Hammond Surface Rights. The results of all drilling and exploration are of the property of the lessee. The lessee is responsible for any environmental damage caused by the lessee and any reclamation costs required as a result of drilling and testing. The lessee has an option to purchase the property covered by the Hammond Lease for $15,000, less the amount paid in rent during the term of the Hammond Lease. The Hammond Surface Rights are located at the following PLSS coordinates: T37N, R58E, Section 17, S ½ SE ¼, Elko County, Nevada.

Also as of January 15, 2010, IMC US entered into a Mineral Rights Agreement with Eugene M. Hammond (the “Hammond Mineral Rights Agreement”) pursuant to which the Company purchased a 25% interest in any and all minerals extracted from the 160 acres covered by the Hammond Mineral Rights Agreement, as described below (the “Hammond Mineral Rights Property”). The purchase price was $400. In addition, the seller is entitled to receive a royalty of $0.125 per ton on material mined and removed from the Hammond Mineral Rights Property. The Hammond Mineral Rights Agreement does not cover petroleum. The Hammond Mineral Rights Property is located at the following PLSS coordinates: T37N, R58E, Section 17, SE ¼, Elko County, Nevada.

Earl Edgar Mineral Trust Mineral Rights

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

	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.

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

Section 3	W ¼	320 acres
Section 9	SE ¼	160 acres
Section 15	E ½ W ½	160 acres
Section 21	NW ¼ S ½ NE ¼	240 acres
Section 23	S ½ NW ¼ SW ¼	240 acres
Total Net acres		1120 acres

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

T37N, R58E
Section 3	E ½	320 acres
Section 9	SW ¼	160 acres
Section 15	W ½ W ½ E ½	480 acres
Section 17	all	640 acres
Section 19	SE ¼	160 acres
Section 21	S ½ N ½ NE ¼	400 acres
Section 23	N ½ NW ¼ E ½	400 acres
Section 27	All	640 acres
Section 29	All	640 acres
Section 31	All	640 acres
Section 33	All	640 acres
Section 35	All	640 acres


T 36 N, R 58 E
Section 1	N ½	640 acres

T 37 N, R 59 E
Section 31	All	640 acres
Total Net Acres		3360 acres

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

MM Claim Group

The MM Claim Group consists of 31 unpatented, lode mineral claims located in Clark County, Nevada, approximately 10 miles south of Las Vegas, Nevada. The claim group covers approximately 640 acres. This claim group was acquired as a result of IMC US locating and staking the claims. Work has been conducted to define the potential of the claim group. Samples have been taken with 10% running an acceptable cement grade which may define a specific rock unit. Surface mapping is completed and on file. Access is by paved and unpaved roads south from Las Vegas.

The 31 MM lode mineral claims are identified in the BLM records by NMC numbers: 1002567, 1002575, 1002585, 1002593, 1002604, 1002596, 1002598, 1002600, 1002603, 1002608, 1002610, 1002612, 1002613, 1002629, 1002631, 1002633, 1002635, 1002636, 1002637, 1002639, 1002641, 1002643, 1002644, 1002645, 1002647 and 1002649 through 1002654.

Subsequent to the period covered by this report, the Company elected to drop all 31 of the claims in this claim group.

Wood Hills Claim Group

The Wood Hills Claim Group consists of 58 unpatented lode mineral claims located in Eastern Elko County, Nevada near Wells, Nevada. This claim group was acquired as a result of IMC US locating and staking the claims. The claims are about 5 miles southeast of the town. The claim group covers approximately 1,198 acres. Access is along unpaved roads to the project. Rail lines and Interstate Highway 80 run through Wells. Limestone beds of the Devils Gate Formation and the Ely Formation are exposed in gently dipping beds near the top and the southern extent of the Wood Hills claims. Over 50 surface samples that showed good cement grade limestone were taken.

The 58 Wood Hills lode mineral claims are identified in the BLM records by NMC numbers: 1020023 through 1020026, 1020037, 1020039, 1020049, 1020052, 1020062 through 1020079, 1020089 through 1020106, 1020116, 1020118, 1020120, 1020122, 1020124, 1020126, 1020128, 1020130, 1020132, 1020133, 1020136, 1020138, 1020140 and 1020142.

Subsequent to the period covered by this report, the Company elected to drop all 58 of the claims in this claim group.

Lime Mountain Claim Group

The Lime Mountain Claim Group consists of 69 unpatented, lode mineral claims located in eastern Lincoln County, Nevada, about 35 miles southeast of Caliente, Nevada and about 90 miles northeast of Las Vegas, Nevada. This claim group was acquired as a result of IMC US locating and staking the claims. Access is south from Caliente along state highway 317 to Elgin and then another 15 miles south on the dirt road to Lyman Crossing where the road goes east for 15 miles to Lime Mountain. The claim group covers approximately 1,426 acres. A railroad line runs north-south along Meadow Valley Wash through Lyman Crossing and Elgin. The limestone crops out in a north-south line that is 2 miles long and is approximately 1 mile wide. The project was mapped and over 40 surface samples were taken. Many of the samples showed cement grade limestone.

The 69 Lime Mountain lode mineral claims are identified in the BLM records by NMC numbers: 1014092, 1014094, 1014096, 1014102, 1014104 through 1014110, 1014112, 1014114, 1014124 through 1014130, 1014133 through 1014136, 1014139 through 1014153, 1014155, 1014167 through 1014170, 1014174, 1014176 through 1014179, 1014189, 1014191, 1014193, 1014195, 1014197, 1014200, 1014202, 1014204, 1014206, 1014207, 1014209, 1014211, 1014469, 1014214, 1014216, 1014218, 1014220, 1014222, 1014223 and 1014225.

Subsequent to the period covered by this report, the Company elected to drop all 69 of the claims in this claim group.

Regulations Governing Mineral Exploration in Nevada

All mineral exploration in Nevada is subject to regulations that cover exploration work where the surface is disturbed, including air and water quality; waste management; protection of the environment, wildlife, archeological and historical sites; road building; plus other matters.

Mineral exploration in Nevada is subject to regulation by the Nevada Division of Environmental Protection’s Bureau of Mining Regulation and Reclamation (“BMRR”), and in some circumstances the local county where the claims are located.

All mineral exploration on federal lands in Nevada is carried out subject to regulations established by the BLM or the United States Department of Agriculture’s United States Forest Service, depending upon which agency manages the land where the exploration work is performed. Permits for exploration work on federal lands are issued and supervised by the respective agency. Notices of Intent and Plans of Operations must be submitted and approved. Before any drilling or trenching can occur on any claim group on public lands, the Company is required to post with the respective agency a bond that backs the Company’s obligations to restore the site and correct environmental damage, if any, caused by the Company’s activities.

Item 3. Legal Proceedings.

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 Bureau of Land Management (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 alleges that the cost of putting out the fire was approximately $510,000. The Company has denied any responsibility for the fire and notified its liability insurance carrier. The Company has not accrued any costs for this claim in its financial statements.

Item 4. Mine Safety Disclosures

Not applicable.

Part II

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

As of June 30, 2013, there were 98,935,486 shares of common stock of the Company (a “Common Share” or “Common Shares”) outstanding, held by 630 shareholders of record.

Securities issued during the 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 the 2006 Stock Option Plan. Also see Stock Option Plan, below.

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 of 1933, as amended (the “Securities Act”) pursuant to an exemption afforded by Regulation S. The sole investor participating in the private placement was a non-U.S. corporation that is owned and controlled by Todd D. Montgomery, a member of the Company’s Board of Directors and who served as the Company’s Chief Executive Officer until October 1, 2012. The investor and Mr. Montgomery are not “U.S. Person(s)” as that term is defined in Regulation S promulgated thereunder (“Regulation S”).

On June 2, 2011, the Company completed a private placement of 2,608,696 shares of its Series A Preferred Stock (the “Series A Shares”) at a price of $0.115 per share (the “Purchase Price”) for total consideration of $300,000, pursuant to a subscription agreement (the “Subscription Agreement”) between the Company and a sole purchaser (the “Purchaser”). 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 Purchaser was a non-U.S. corporation that is controlled by Todd D. Montgomery, a member of the Company’s Board of Directors who also served as the Company’s Chief Executive Officer until October 1, 2012. The issuance of the Series A Shares was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S. The Purchaser and Mr. Montgomery are not “U.S. Person(s)” as that term is defined in Regulation S.

The Series A Shares had the following rights and limitations:

	1.	Each Series A Share was convertible into one Common Share at the request of the holder thereof provided that there were sufficient authorized Common Shares available for conversion without breaching the Company’s covenants to reserve a sufficient number of Common Shares to permit the exercise of all outstanding stock options, warrants and convertible securities;

	2.	Each Series A Share carried one vote on all matters coming before the Company’s shareholders for a vote;

	3.	In all other respects, the Series A Shares were equal to the Common Shares of the Company; and

	4.	On June 2, 2012, the Company could convert the Series A Shares into Common Shares provided that there was an adequate number of Common Shares authorized and available to be issued upon such conversion or, if there were not adequate Common Shares available for conversion, the Purchaser could tender all or less than all of the Series A Shares to the Company and the Company would purchase such Series A Shares for the original Purchase Price.

As also discussed below, on September 29, 2011, all of the Company’s issued Series A Preferred stock were converted to 2,608,696 Common Shares.

Securities issued during the Year Ended June 30, 2012

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.

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.

On December 16, 2011, the Company completed the sale of 26,000,000 Common Shares to the public in Canada at a price of $0.096 (CDN$0.10) per share to raise gross proceeds of $2,507,180 (CDN$2,600,000). The shares were sold pursuant to a long form prospectus filed in the Canadian provinces of Alberta, Saskatchewan, British Columbia and Ontario. PI Financial Corp. (“PI Financial”) acted as lead agent and received a corporate finance fee of $14,464 (CDN$15,000), was reimbursed $127,529 (CDN$132,250) for its expenses, was paid cash commissions of $20,236 (CDN$20,985) and received non-transferable Agent's Warrants valued at $14,644 entitling PI Financial to acquire 209,850 Common Shares at a price of $0.096 (CDN$0.10) per share exercisable for 24 months. The fair value of the Agent’s Warrants was determined using the Black-Scholes option pricing model with the following assumptions: risk-free rate of 1.63%, expected dividend yield of 0%, annualized volatility of 142.45% and expected life of two years. In connection with the offering, in addition to payments made to PI Financial, the Company incurred legal and other direct expenses, which resulted in net proceeds from the offering of $2,215,399.

The foregoing sale of securities was made entirely outside the United States pursuant to an exemption afforded by Regulation S promulgated under the Securities Act.

Securities issued during the Year Ended June 30, 2013

There were no securities issued during this period. See Subsequent Events in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations for information regarding securities issued by the Company in August, 2013.

Our common stock is traded on the Over the Counter Bulletin Board (the “OTCBB”) sponsored by the National Association of Securities Dealers, Inc. under the symbol “IFAM”. The OTCBB does not have any quantitative or qualitative standards such as those required for companies listed on the Nasdaq Small Cap Market or National Market System. Following the sale of our securities in Canada as discussed above, the Company's Common Shares were listed for trading on the TSX Venture Exchange (“TSX-V”) under the symbol “IFM.” The high and low sales prices of shares of our common stock during the fiscal years ended June 30, 2013 and June 30, 2012 are as follows:

	OTCBB:		TSX-V:
Quarter ended	High	Low	High	Low
September 30, 2012	$0.100	$0.030	$0.120	$0.030
December 31, 2012	$0.100	$0.010	$0.130	$0.040
March 31, 2013	$0.120	$0.055	$0.150	$0.050
June 30, 2013	$0.070	$0.006	$0.100	$0.020
September 30, 2011	$0.110	$0.060	N/A	N/A
December 31, 2011	$0.375	$0.070	N/A	N/A
March 31, 2012	$0.110	$0.020	$0.120	$0.040
June 30, 2012	$0.150	$0.020	$0.055	$0.020

Stock Option Plan

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. See Subsequent Events in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following tables summarize the options outstanding as of June 30, 2013 and 2012, and the option activity for the years then ended:

		Remaining	Remaining
		contractual	contractual
	Option Price	life (in years)	life (in years)		Number of options:
Expiry Date	Per Share	2013	2012		2013		2012
Aug 16, 2012	$0.31		0.13				100,000
Aug 16, 2012	$0.25		0.13				250,000
Apr 30, 2013	$0.01		0.83				350,000
Dec 10, 2013	$0.15	0.45	1.47		25,000		25,000
Feb 2, 2014	$0.31	0.60	1.62		50,000		50,000
Oct 22, 2014	$0.33	1.33	2.34		25,000		25,000
Apr 25, 2015	$0.23	1.84	2.86		50,000		50,000
Apr 24, 2022	$0.10	8.82	9.82		8,375,000		8,375,000
Oct 7, 2022	$0.10	9.28	-		125,000		-
Jun 5, 2023	$0.10	9.94	-		125,000		-
Options outstanding at end of year					8,775,000		9,225,000
Weighted average exercise price at end of year				$	0.10	$	0.11
Weighted average remaining contractual life (in years)					8.71		8.99

	Number of options:
	2013		2012
Outstanding, beginning of year	9,225,000		950,000
Granted	250,000		8,725,000
Expired	(700,000	)	(450,000	)
Exercised	-		-
Forfeited	-		-
Cancelled	-		-
Outstanding, end of year	8,775,000		9,225,000
Exercisable, end of year	8,629,167		1,983,334

Item 6. Selected Financial Data

Not applicable

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Discussion of Operations & Financial Condition
Twelve months ended June 30, 2013

The Company has no source of revenue and we continue to operate at a loss. We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter. As of June 30, 2013, we had accumulated losses of $23,335,415 (June 30, 2012 - $20,820,817). Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional equity financing.

As described in greater detail below, the Company’s major financial endeavor over the years has been its effort to raise capital to pursue its exploration activities. These efforts continue to be our priority.

While we continue our efforts to extend our understanding of our limestone projects, particularly the Blue Nose project, we have also renewed our exploration of precious metals properties. Our precious metals projects are held by our wholly owned subsidiary, Silver Reserve Corp. (“SRC”). We believe that our Clay Peters (referred to in prior filings as “Kope Scheelite”), Silver Queen, and Klondyke Projects currently provide the best opportunity for development of resources that could go to production. While exploratory drilling programs are being developed, including a 5,000-foot drill program at our Clay Peters Project that is expected to commence in September 2013, the Company is also considering joint ventures with third parties to further explore and develop, if warranted, those properties.

Beginning in November of 2008 and continuing through much of 2011, the Company focused on the exploration of cement grade limestone properties located in the State of Nevada, held by the Company’s wholly owned subsidiary, IMC US. At the time of its acquisition by the Company, IMC US held five limestone properties, covering a total of 402 mineral claims. These claim groups were; the Morgan Hill Group, LM Group, Rock Hill Group, Buffalo Mountain Group and the Aspen Group. The LM Group and the Aspen Group were dropped in August 2009 and August 2010, respectively. The Rock Hill Group and Buffalo Mountain Group were dropped in August 2012.

The Company continues to look for opportunities to develop mineral deposits of other commodities in high demand or which we anticipate will be in high demand in the future. While we believe that the United States federal government will embark on major infrastructure expenditures in the next 10 years, we have been disappointed that these investments have not come sooner. When material infrastructure investment does take place, 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 acquisitions in this area could have significant potential.

We have continued to raise capital and are moving forward with exploration on our Projects. The Company intends to continue to study and accumulate information about cement grade limestone properties in strategic locations with a view to filling an anticipated increased demand for cement in the United States, with a focus on the States of Nevada, California, Utah, Idaho and Arizona. Based on our evaluation of our Limestone Projects, 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. Our efforts will be concentrated on our Blue Nose Property which shows the highest potential for development of a substantial cement grade limestone resource.

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

In addition efforts are underway to obtain a refund of up to $200,000 of a reclamation bond previously paid to the BLM relating to the Company’s Blue Nose Property. We have determined that this reclamation bond was based on an area significantly larger than necessary to cover the focus area of the Blue Nose Property. We expect this refund to be completed before the end of the current calendar year.

The consolidated financial statements include the accounts of the Company and its subsidiaries, IMC US, SRC and CIC. All material inter-company accounts and transactions have been eliminated.

SELECTED ANNUAL INFORMATION

		June 30, 2013			June 30, 2012

Revenues		Nil			Nil
Net (Loss)		($2,514,598	)		($1,362,040	)
(Loss) per share-basic and diluted		($0.03	)		($0.02	)
Total Assets	$	1,120,998		$	3,177,914
Total Liabilities	$	573,795		$	382,474
Cash dividends declared per share		Nil			Nil

Our total assets for the year ended June 30, 2013, include cash and cash equivalents of $106,847, marketable securities of $49,917, prepaid expenses and other receivables of $15,988, restricted cash of $100,000, reclamation deposits of $240,805, and plant and equipment of $607,441, net of depreciation. Our total assets for the year ended June 30, 2012 include cash and cash equivalents of $1,533,139, short-term investments of $33.716, marketable securities of $45,181, prepaid expenses and other receivables of $14,479, restricted cash of $82,500, reclamation deposits of $240,805, plant and equipment of $713,569, net of depreciation, and mineral property interests of $514,525. Total assets decreased from $3,177,914 on June 30, 2012 to $1,120,998 on June 30, 2013. This decrease is the result of increased expenses incurred in the normal course of business, the write-off of Mineral Property Interests and a significant reduction in financing activities.

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. The previously capitalized Mineral Property Interests were written off as impaired costs in December 2012.

The revenues and net loss (unaudited) of the Corporation for the quarter ended June 30, 2013 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
	June		March		December		September		June		March		December		September
	2013		2013		2012		2012		2012		2012		2011		2011
	$		$		$		$		$		$		$		$

Revenues	Nil		Nil		Nil		Nil		Nil		Nil		Nil		Nil

Net Loss	(333,935	)	(435,887	)	(1,076,238	)	(668,538	)	(438,177	)	(360,361	)	(177,003	)	(386,499	)

Loss per Weighted Average Number of Shares Outstanding -Basic and Fully Diluted	0.00		0.00		(0.01	)	(0.01	)	(0.01	)	0.00		0.00		(0.01	)

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

(a) General and Administration Expenses

General and administration expenses represent professional, consulting, office and general and other miscellaneous costs incurred during the periods covered by this report. General and administration expenses for the year ended June 30, 2013 were $980,985, as compared with $785,416 for the year ended June 30, 2012. General and administration expenses represent approximately 39% of the total operating expenses for the year ended June 30, 2013, and 51% of the total operating expenses for the year ended June 30, 2012. General and administration expenses increased by $195,569 in the current year, compared to the prior year. Most of the increase in this category of expense is due to increases in stock based compensation costs of approximately $220,000 and investor relations costs of approximately $30,000, offset in part by reduced expenses incurred in the current year relating to the Company’s Common Shares being traded in both the United States and Canada as compared to the prior year.

(b) Project Expenses

Project expenses include such costs as acquiring and maintaining claims, permitting processes, consultants, drilling, assaying and geologists. Project expenses for the year ended June 30, 2013 were $911,066 as compared with $625,445 for the year ended June 30, 2012. Project expenses increased due to an increase in acquisition and exploration of the Company’s precious metal claims, especially the Clay Peters project. Project expenses represented approximately 36% of the total operating expenses for the year ended June 30, 2013, and approximately 41% of the total operating expenses for the year ended June 30, 2012. Approximately 87% of project expenses for the year ended June 30, 2013, related to acquisition, exploration and maintenance of the precious metal claims owned by the Company’s SRC subsidiary.

Liquidity and Capital Resources

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

		Year ended			Year ended
		June 30, 2013			June 30, 2012

Cash and cash equivalents	$	106,847		$	1,533,139
Working capital	$	(66,412	)	$	1,462,333
Cash (used) in operating activities	$	(1,673,792	)	$	(1,250,045	)
Cash provided by investing activities	$	107,500		$	249,873
Cash provided by financing activities	$	140,000		$	2,215,399

As of June 30, 2013, the Company had working capital of $(66,412) as compared to $1,462,333 as of June 30, 2012. Working capital decreased as a result of an increase in cash used for operating activities and a significant decrease in financing activities during the year ended June 30, 2013, as compared to the previous year.

Off-Balance Sheet Arrangement

The Company had no off-balance sheet arrangements as of June 30, 2013 and June 30, 2012.

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 arm’s 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 that are either paid or incurred by the Company in connection with the refinement and beneficiation of products after leaving the property and all insurance costs and taxes.

The 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 June 30, 2013, the undertakings described in (1) and (3) above have been completed and the reclamation and remediation described in (2) above are 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.”

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.

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.

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. According to the terms of the employment agreement as amended effective March 1, 2012, the Company will pay the individual no less than $8,333 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 March 5, 2013, SRC executed a Sale and Purchase Agreement (the “Sale Agreement”) with IMMI to sell to IMMI (1) all of SRC’s interest in the NL Project and (2) all of its interest in the IMMI Option Agreement. Pursuant to the terms of the Sale Agreement, upon closing IMMI will pay SRC a purchase price of US$425,000 and the IMMI Option Agreement will terminate. Also, upon closing of the Sale Agreement, SRC will transfer 100% of its interest in the NL Project to IMMI. The closing date was scheduled to occur on or about April 30, 2013, and has been extended several times. In connection with the closing date extensions, IMMI paid a 10% (ten percent) non-refundable deposit of US$42,500 towards the purchase price. The terms of the Sale Agreement provide that all Consideration paid by IMMI under the IMMI Option Agreement prior to closing will be retained by the Company.

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 permitted by the Gumaskas Agreement. Gross revenue includes the aggregate of revenue received by SRC from arm’s length purchasers of all mineral products produced from the Claim, the fair market value of all products sold by SRC to persons not dealing with SRC at arm’s length and SRC’s share of the proceeds of insurance on products. From such revenue, SRC would be permitted to deduct sales charges levied by any sales agent on the sale of products, all insurance costs in respect of mineral products, and all costs, expenses and charges of any nature whatsoever that are either paid or incurred by SRC in connection with the refinement and beneficiation of products after leaving the Claim. SRC may terminate the Gumaskas Agreement at any time by giving 60 days advance written notice to Gumaskas.

On May 15, 2012, SRC entered into an Exploration License with Option to Purchase (the “Buhrman Agreement”) with Ralph L. Buhrman and Jacqueline Buhrman (together, the “Owner”) for three patented claims, covering approximately 59 acres (the “Property”) situated in Mineral County, Nevada.

Under the terms of the Buhrman Agreement, SRC was granted the exclusive right and option to enter and examine the Property (the “Exploration License”) in consideration of a $30,000 payment to the Owner (the License Payment”). During the term of the Exploration License, SRC has the exclusive right to undertake geological, geophysical, and geochemical examinations of the Property; to sample the Property by means of pits, trenches, and drilling; and to take bulk samples from the Property for the purpose of conducting metallurgical and leaching tests. However, SRC may not commence development or mining activities on the Property unless it exercises the Purchase Option as defined below. SRC will be responsible for reclamation of its pits, trenches, drill sites, and other such disturbances arising out of its activities on the Property. The Exploration License had an initial one-year term beginning on May 1, 2012 (the “Effective Date”) and ending on April 30, 2013. On April 30, 2013, SRC exercised its right to extend the Exploration License for an additional period of one year by making an additional License Payment of $30,000 to the Owner. SRC was also granted exclusive right and option to purchase the Owner’s ownership interest in the Property (the “Purchase Option”) for the sum of $90,000 less all License Payments previously made. SRC may exercise the Purchase Option at any time during the term of the Exploration License by giving written notice to the Owner. If SRC exercises the Purchase Option, SRC will also pay the Owner a two percent (2%) royalty based upon gross revenues less deductions as defined by the Buhrman Agreement, and SRC will also have 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 Owner pursuant to such royalty. SRC may terminate the Buhrman Agreement at any time by giving 30 days’ notice in writing to the Owner.

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 will pay a fee of $10,417 per month and reimburse 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.

On March 19, 2013, the Company accepted a proposal from Great Basin Ecology, Inc. to perform a biological baseline survey of time sensitive resources in the area of the Company’s Clay Peters Project (referred to in prior filings as the “Kope Scheelite Project”) in order to develop an exploration plan of operations. The survey is estimated to cost approximately $24,000. As of June 30, 2013, the Company has recorded total expenses of $9,944 for this contract.

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 alleges that the cost of putting out the fire was approximately $510,000. The Company has denied any responsibility for the fire and notified its liability insurance carrier. The Company has not accrued any costs for this claim in its financial statements.

The Company has entered into operating leases for its office space and certain office furniture and equipment. Rent payments associated with those leases for the years ended June 30, 2013, and June 30, 2012, were $24,712 and $28,356, respectively. As of June 30, 2013, the Company’s estimated future minimum cash payments under non-cancelable operating leases for the years ending June 30, 2014, June 30, 2015, and June 30, 2016, are $11,795, and $382, and $0, respectively.

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 $140 per mineral claim held by the Company. The total amount paid in August 2013, was $98,420 for 703 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 1 ^st of each year, annual fees to counties in Nevada in which the claims are held. In October 2012, the Company paid $11,686 to seven counties in Nevada for annual claims-related fees.

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.

CASH REQUIREMENTS

At June 30, 2013, the Company had cash and cash equivalents of $106,847, marketable securities of $49,917 and prepaid expenses and other receivables of $15,988 for a Current Assets total of $172,752.

During the twelve month period ending June 30, 2014, the Company expects to incur approximately $300,000 of Project expenses in connection with its Clay Peters precious metals project and plans to incur additional expenses related to other precious metals projects. The Company also expects to incur approximately $60,000 of expenses in connection with its Blue Nose limestone project. Our ability to incur Project expenses is subject to permitting programs with the Bureau of Land Management and results of drilling as it progresses. The Company has no firm commitment for additional financing and may not be able to incur all of the Project and General and administration expenses planned in the next fiscal year unless further capital is raised.

SUBSEQUENT EVENTS

The Company held an annual meeting of shareholders on July 16, 2013. At the meeting, the shareholders of the Company elected all five of the Company’s director nominees, approved the Company’s Amended Stock Option Plan, which amends and restates in its entirety the Company’s 2011 Stock Option Plan, approved the compensation of the Company’s Named Executive Officers in an advisory, non-binding resolution, approved in an advisory non-binding vote, a frequency of three years to vote on the compensation of the Company’s Named Executive Officers, and ratified the appointment of Schwartz Levitsky Feldman LLP as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2013.

As of July 19, 2013, the Company borrowed $150,000 from Mont Strategies Inc., a corporation that is owned and controlled by a member of the Company’s Board of Directors. This demand loan was made pursuant to a promissory note that calls for all principal and interest to be paid upon demand. The principal amount of the promissory note bears interest at 4 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.

On August 7, 2013, the Company accepted a proposal from Harris Exploration Drilling and Associates Inc. to perform professional drilling services and related activities at the Company’s Clay Peters Project for an estimated cost of $240,000.

Based on a review of all of the Company’s mineral claims, on August 28, 2013 the Company elected to drop certain limestone mineral claims held by IMC US that it has determined are not in the Company’s best interests to retain.

168 of the 255 mineral claims of the Blue Nose Claim Group were dropped.
102 of the 130 mineral claims of the Morgan Hill Claim Group were dropped.
All 31 mineral claims of the MM Claim Group were dropped.
All 69 mineral claims of the Lime Mountain Claim Group were dropped.
All 58 mineral claims of the Wood Hills Claim Group were dropped

Based on a review of all of the Company’s mineral claims, on August 28, 2013 the Company elected to drop certain precious metals mineral claims held by SRC that it has determined are not in the Company’s best interests to retain.

2 of the 8 mineral claims of the Dyer Claim Group were dropped.
2 of the 8 mineral claims of the Gold Point Claim Group were dropped.
46 of the 134 mineral claims of the Klondyke Claim Group were dropped.
25 of the 52 mineral claims of the Quailey Claim Group were dropped.
58 of the 178 mineral claims of the Silver Queen Claim Group were dropped.
All 5 mineral claims of the Montezuma Claim Group were dropped.
The 2 remaining mineral claims of the Sylvania Claim Group were dropped.
The 1 remaining mineral claim of the Weepah Hills Claim Group was dropped.

On August 28, 2013, the Company completed a private placement (the “Private Placement”) of 33,333,333 Common shares at a price of CDN$.015 per share for a total consideration of CDN$500,000. The Private Placement was exempt from registration under the Securities Act, as amended pursuant to an exemption afforded by Regulation S promulgated thereunder. None of the participants in the Private Placement are “U.S. Person(s)” as that term is defined in Regulation S.

The Company received 350,000 shares of IMMC’s common stock and $70,000 cash on September 11, 2013 and September 16, 2013, respectively, pursuant to the option agreement between SRC and IMMI, IMMC’s wholly owned subsidiary.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 amended Accounting Standards Codification 820, Fair Value Measurements and Disclosures, to converge the fair value measurement guidance in U.S. GAAP and International Financial Reporting Standards (IFRSs). ASU 2011-04 changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Disclosure requirements have been expanded to include additional information about transfers between level 1 and level 2 of the fair value hierarchy and level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. Additionally, ASU 2011-04 clarifies the FASB’s intent about the application of existing fair value measurements including: (a) the application of the highest and best use valuation premise concepts; (b) measuring the fair value of an instrument classified in a reporting entity's stockholders' equity; and (c) quantitative information required for fair value measurements categorized within level 3. The Company adopted this standard during the first quarter ended September 30, 2012. The adoption of this standard did not have a significant impact on these consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”) , which eliminates the option to present components of other comprehensive income (OCI) as part of the statement of changes in stockholders’ equity. The amendments in this standard require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Subsequently, in December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income (“ASU 2011-12”), which indefinitely defers the requirement in ASU 2011-05 to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The Company adopted this standard during the first quarter ended September 30, 2012. The adoption of this standard did not have a significant impact on these consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350)-Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”), to establish an optional two-step analysis for impairment testing of indefinite-lived intangibles other than goodwill. The standard is effective for financial statements of periods beginning after September 15, 2012, with early adoption permitted. The adoption of this standard did not have a significant impact on our financial position or results of operations.

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , which requires entities to disclose additional information for items reclassified out of accumulated other comprehensive income (“AOCI”). For items reclassified out of AOCI and into net income in their entirety, entities are required to disclose the effect of the reclassification on each affected line item of net income. For AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures is required. This information may be provided either in the notes or parenthetically on the face of the statement that reports net income, provided that all the information is disclosed in a single location. However, an entity is prohibited from providing this information parenthetically on the face of the statement that reports net income, if it has items that are not reclassified in their entirety into net income. The guidance is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the financial statements of the Company.

In August 2012, the FASB issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update) in (“ASU 2012-03”). This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a significant impact on our financial position or results of operations.

In October 2012, the FASB issued ASU 2012-04, Technical Corrections and Improvements in (“ASU 2012-04”). The amendments in this update cover a wide range of topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a significant impact on our financial position or results of operations.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues and expenses during the reporting period and related disclosure of contingent assets and liabilities. These estimates are based on our best knowledge of current events and actions the Company may undertake in the future. On an ongoing basis, we evaluate our estimates and judgments. To the extent actual results differ from those estimates, our future results of operations may be affected.

Besides this critical accounting policy on use of estimates, we believe the following critical accounting policy affects the preparation of our financial statements.

Acquisition, Exploration and Evaluation Expenditures

The Company is an exploration stage 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 Financial Accounting Standards Board (“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. The Company previously capitalized $514,525 as Mineral Property Interests, which were written off in December 2012 as impaired costs, and has written off all other property payments to project expenses as impaired costs. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. To date, mineral property exploration costs have been expensed as incurred. To date the Company has not established any proven or probable reserves on its mineral properties.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 8. Financial Statements and Supplementary Data

See the Company’s financial statements and the report of Schwartz Levitsky Feldman, LLP following the signature page of this report, which are included as a part of this report.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Based on an evaluation, conducted by our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(e), they concluded that our disclosure controls and procedures were effective as of June 30, 2013, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are:

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

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

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

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

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

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

In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.

Management believes that potential weaknesses in the Company’s internal controls may arise as a result of a lack of segregation of duties and the existence of related party transactions. Management has added compensating controls to address the lack of segregation of duties and plans to add further controls in the future. In connection with related party transactions, management and the Board have required independent valuations prior to engaging in related party transactions that are not in the ordinary course of business. However, only one member of the Board, Randal Ludwar, may be considered independent. Mr. Ludwar was the Company’s Chief Financial Officer until October 22, 2009. Since that time, he has remained on the Board, but receives no remuneration from the Company and has no family affiliation with other members of the Board. Management has no evidence of any breakdown in its internal controls and continues to explore methods of reducing and minimizing the risk of a material misstatement in the Company’s financial statements.

Based on its assessment, management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting is effective based on the above criteria.

Changes in Internal Controls

During the quarter ended June 30, 2013, there have been no changes to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Audit Committee

The Audit Committee is comprised of three directors, Randal Ludwar, Brent Walter and Joseph Montgomery, and meets regularly with the Company’s Chief Financial Officer. Mr. Ludwar was the Company’s Chief Financial Officer until October 22, 2009. Mr. Ludwar does not receive any compensation form the Company and has no family affiliation with the other members of the Board or with members of management. As of the end of the period covered by this report, the Company believes Mr. Ludwar can be considered an independent director. The Audit Committee has reviewed the financial statements of the Company included with this report on Form 10-K for the year ended June 30, 2013.

Item 9B. Other Information

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The following individuals comprise the Company’s Board of Directors and executive officers as of June 30, 2013. Each director will serve until the next meeting of shareholders or until replaced.

Mason Douglas	President, CEO and Director
Randal Ludwar	Director
Joseph Montgomery	Director and Chairman of the Board
Todd D. Montgomery	Director
Brent Walter	Director
Rakesh Malhotra	Chief Financial Officer
Anne Macko	Corporate Secretary

Mason Douglas - President, Chief Executive Officer and Director

Mr. Douglas is currently President, Chief Executive Officer and a Director of Infrastructure Materials Corp. Mr. Douglas received an MBA from the University of Saskatchewan in 2000. He received his Bachelor of Law (LL.B) from the University of Calgary in 2007. Mr. Douglas is presently an inactive member of the Law Society of Alberta. Between 2001 and 2004 Mr. Douglas was Vice President of Operations of Western Petrochemicals Corp. a privately owned oil development company. Between 2001 and 2006 he also was an independent consultant providing business plans, economic modeling and project management for a variety of mining projects. Mr. Douglas is currently serving as a Director of Canadian Platinum Corp. (TSX-V). Mr. Douglas previously served as Chief Operating Officer and a Director of Anglo Aluminum Corp. (TSX-V) and as a Director for Anglo Canadian Oil Corp. (TSX-V). Mr. Douglas is 38 years old.

Randal Ludwar - Director

Mr. Ludwar received a B.Sc. (1977) in Business Administration from Yale University. Mr. Ludwar has been a private consultant to the Montgomery Group of Companies for the past seventeen years. He currently serves as a Director of Canadian Platinum Corp. (TSX-V) and previously served as Chief Financial Officer of the Company until 2009 and a Director of McGregor Capital Corp. (TSX-V), Anglo Potash Ltd. (TSX-V) and Klondike Capital Corp. (TSX-V). Mr. Ludwar is 59 years old.

Joseph Montgomery - Chairman of the Board of Directors

Dr. Montgomery is a geological engineer. He holds a B.Sc. (1959) in Geology, a M.Sc. (1960) in Geology and a Ph.D. (1967) in Geology. Dr. Montgomery has been practicing since 1959 and maintains his professional status as a member of the Association of Professional Engineers and Earth Sciences of British Columbia. He is also a member of the advisory board of the Canadian Institute of Gemology and is currently serving as a Director of Cosigo Resources Ltd. (TSX-V) and Almaden Minerals Ltd. (TSX). Dr. Montgomery has previously served as a Director of Abitibi Mining Corp. (TSX-V), Amador Gold Corp. (TSX-V), Klondike Silver Corp. (TSX-V), Golden Chalice Resources Inc. (TSX-V), Kalahari Resources Inc. (TSX-V), Klondike Gold Corp. (TSX-V), Anglo Potash Ltd. (TSX-V). Sedex Mining Corp. (TSX-V), Chalice Diamond Corp. (TSX), Zincorp Resources Corp. (TSX), and Pacific Iron Ore Corp. (TSX-V). Dr. Montgomery is 86 years old. Joseph Montgomery is the uncle of Todd D. Montgomery, who also serves as a member of the Company’s Board of Directors and formerly as the Company’s Chief Executive Officer.

Todd D. Montgomery – Director

Mr. Montgomery was the founder and former President of Anglo Potash Ltd. (TSX-V), a Canadian mining company, formerly Anglo Minerals Ltd. This company was purchased by BHP in 2008. In 1999, Mr. Montgomery founded and served as President and Chief Operating Officer of SynEnco Energy Inc., an oil sands development corporation. Mr. Montgomery has provided independent mining consulting services for a number of private and public corporations. Mr. Montgomery is also currently serving as; President, CEO and Director of Canadian Platinum Corp. (TSX-V); and as CEO, President and Director of Pacific Iron Ore Corporation (TSX-V). He has previously served as CEO and a Director of Anglo Canadian Oil Corp. (TSX-V), CEO and a Director of Anglo Aluminum Corp. (TSX-V); CEO, President and a Director of Klondike Capital Corp.(TSX-V); a Director, President, CEO and CFO of McGregor Capital Corp. (TSX-V); as Chairman of PanWestern Energy Ltd. (TSX-V) and as CEO of the Company until 2012. Mr. Montgomery is 47 years old. Todd Montgomery is the nephew of Joseph Montgomery, who also serves as Chairman of the Company’s Board of Directors.

Brent Walter - Director

Mr. Walter received a LL.B degree from the University of Saskatchewan in 1990. He is a lawyer with the firm, ProVenture Law LLP in Calgary, Alberta, and practices primarily in the areas of securities and corporate/commercial law. Mr. Walter currently serves as a director and officer of a number of public and private corporations, including Red Rock Energy Inc. (TSX-V), Canadian Platinum Corp. (TSX-V) and Pacific Iron Ore Corp. (TSX-V). During the five years preceding the period covered by this report, Mr. Walter was Managing Director of Anglo Potash Ltd. (TSX-V), and a Director of Anglo Canadian Oil Corp. (TSX-V), AgriTec Systems, Inc. (TSX-V), Klondike Capital Corp. (TSX-V), Mystique Energy Inc. (TSX-V), PanWestern Energy Ltd. (TSX-V), McGregor Capital Corp. (TSX-V) and Maskal Energy Ltd. (TSX-V). He is a member of the Law Societies of Alberta and Saskatchewan (inactive), as well as the Canadian Bar Association. Mr. Walter is 47 years old.

Rakesh Malhotra - Chief Financial Officer

Mr. Malhotra is a United States certified public accountant and a Canadian chartered accountant with more than 20 years of experience in accounting and finance, including consolidations, treasury management and financial statement audits. Mr. Malhotra graduated with a Bachelor of Commerce (Honours) from the University of Delhi (India), worked for the accounting firm, A.F. Ferguson & Co. (KPMG correspondent), and obtained his CA designation in India. His subsequent experience includes five years with the International Bahwan Group of Companies and working for a mid-sized chartered accounting firm in Toronto performing audits of public companies. Mr. Malhotra has worked for over four years as Vice President of Finance for a private group of service companies in Toronto, Ontario, and is currently serving as CFO for Pacific Copper Corp. (OTCBB), Security Devices International Inc. (OTCBB), DynaCERT Inc. (OTCBB/TSX-V) and Yukon Gold Corp. (OTCBB/TSX). He previously served as CFO for Uranium Hunter Corp. (OTCBB). Mr. Malhotra is 56 years old.

Anne Macko – Corporate Secretary

Ms. Macko has over 25 years of experience in administration and holds a Bachelor of Arts degree from Western Illinois University. From October of 2007 to February of 2010 she was affiliated with Lance Capital Ltd., a Canadian management consulting firm that provided the Company with management consulting, administrative and accounting services. Ms. Macko previously held positions with George T. Hall Company, AppleOne, Inc. and Yamas Controls Company. In February of 2010, Ms. Macko was retained by the Company as a consultant and became an employee in July of 2010. Ms. Macko is 60 years old.

Reorganization of Officers and Directors

On October 1, 2012, Todd Montgomery resigned from his position as Chief Executive Officer of the Company. Mr. Montgomery remained a member of the Company’s Board of Directors. Also on October 1, 2012, Mason Douglas, the Company’s President, was appointed Chief Executive Officer.

Family Relationships

There are no family relationships between or among the directors or executive officers except for the following: Joseph Montgomery, Chairman of the Company’s Board of Directors, is the uncle of Todd D. Montgomery, also a member of the Company’s Board of Directors.

Involvement in Certain Legal Proceedings

During the past ten years none of the following events have occurred with respect to any of our directors or executive officers or any of the persons nominated by our board to become a director of the Company.

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. Engaging in any type of business practice; or

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), requires the Company’s directors and officers, and persons who own more than 10% of the registered class of the Company’s equity securities (“Section 16 Persons), to file with the Securities and Exchange Commission (the “SEC”), initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Section 16 Persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they filed. Based on the Company’s review of the forms it has received, on reports filed by Section 16 Persons with the SEC and on the Company’s records, the Company believes that during the twelve month period ended June 30, 2013, the following reports were filed late:

Name	Form Type	Number of	Number of
		Forms	Transactions Reported
Todd Montgomery	Form 4	2	5

Code of Ethics

The Company adopted a formal written Code of Business Conduct & Ethics for all officers, directors and senior employees, available at:

http://www.infrastructurematerialscorp.com/Corporate_Profile/code_of_ethics.html

Item 11. Executive Compensation

Except for services provided by entities owned by some of our Officers and Directors as more particularly set out in CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE, below, no officer or director has received any other remuneration from us, directly or indirectly, since our inception. We have a stock option plan only, as described herein. Although we have no other retirement incentive, defined benefit, actuarial, pension or profit-sharing programs for the benefit of directors, officers or other employees, it is possible that we will adopt such a plan in the future.

(a) Compensation of Officers

The following table shows the compensation paid to the Company’s executive officers during the fiscal years ended June 30, 2013 and 2012:

SUMMARY COMPENSATION TABLE

Non-equity

Nonqualified

Year

Stock

Option

incentive plan

deferred

All other

Name and principal

Ended

Salary

Bonus

Awards

compensation

Total

position

June 30,

($)

earnings ($)

($)

Todd D. Montgomery (1)
Director

2013
2012

NIL
NIL

0 0

Mason Douglas (1)
President, CEO and Director

2013
2012

NIL
NIL

43,273
9,729

NIL
NIL

126,836
109,668

170,109
119,397

Rakesh Malhotra
CFO

2013
2012

NIL
NIL

13,623
3,063

NIL
NIL

7,434
15,581

21,057
18,644

Anne Macko
Corporate Secretary

2013
2012

56,000
54,667

1,500
1,500

NIL
NIL

16,027
3,603

NIL
NIL

73,527
59,770

(1)

On October 1, 2012, Mr. Montgomery resigned from his position as Chief Executive Officer (“CEO”) of the Company and remained a member of the Company’s Board of Directors. On the same date, Mr. Douglas was appointed CEO of the Company.

(b) Long Term Incentive Plan (LTIP Awards)

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

The following table shows the stock options and stock appreciation rights, if any, granted to the Company’s executive officers as of June 30, 2013:

									Equity
								Equity	Incentive
								Incentive	plan
								plan	awards:
								awards:	Market
								Number	or payout
			Equity				Market	of	value of
			Incentive			Number	value of	unearned	unearned
			plan			of	shares	shares,	shares, or
			awards:			shares	of units	units or	units or
	Number of	Number of	Number of			or units	of stock	other	other
	Securities	Securities	Securities			of stock	that	rights	rights
	underlying	underlying	underlying	Option		that	have	that have	that have
	unexercised	unexercised	unexercised	exercise	Option	have not	not	not	not
	options (#)	options (#)	unearned	price	expiration	vested	vested	vested	vested
Name	Exercisable	Unexercisable	options (#)	($)	date	(#)	($)	(#)	($)
Mason Douglas	1,350,000	Nil	Nil	0.10	24-Apr-2022	Nil	Nil	Nil	Nil
Anne Macko	500,000	Nil	Nil	0.10	24-Apr-2022	Nil	Nil	Nil	Nil
Rakesh Malhotra	25,000	Nil	Nil	0.15	10-Dec-2013	Nil	Nil	Nil	Nil
Rakesh Malhotra	425,000	Nil	Nil	0.10	24-Apr-2022	Nil	Nil	Nil	Nil

(d) Compensation of Directors

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

DIRECTOR COMPENSATION TABLE

Name	Year ended June 30,	Fees earned or paid in cash	Stock Awards ($)	Option Awards ($)	Non-equity incentive plan compensation ($)	All other compensation $	Total $
Joseph Montgomery Chairman of the Board and Director (1)	2013	NIL	NIL	$19,232	NIL	NIL	$19,232
Brent Walter Director (2)	2013	NIL	NIL	$43,273	NIL	NIL	$43,273
Randal Ludwar Director (3)	2013	NIL	NIL	$19,232	NIL	NIL	$19,232

	(1)	On April 25, 2012, Mr. Montgomery was granted the option to purchase 600,000 Common Shares at a price of CDN$0.10 per share. As of the fiscal year ended June 30, 2013, all 600,000 options were exercisable.
	(2)	On April 25, 2012, Mr. Walter was granted the option to purchase 1,350,000 Common Shares at a price of CDN$0.10 per share. As of the fiscal year ended June 30, 2013, all 1,350,000 options were exercisable.
	(3)	On April 25, 2012, Mr. Ludwar was granted the option to purchase 600,000 Common Shares at a price of CDN$0.10 per share. As of the fiscal year ended June 30, 2013, all 600,000 options were exercisable.

No stock options were exercised by executive officers or directors during the fiscal year ended June 30, 2013.

Other Arrangements

None.

Indebtedness of Directors and Executive Officers

None.

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

As of August 31, 2013, we have 132,268,819 Common Shares issued and outstanding. We have included in the tables below the number of Common Shares of the Company held by the officers and directors of the Company as well as the beneficial owners of more than 5% of shares of the Company’s common stock.

				Number of Shares
				Subject to Options
				Exercisable as of
	Number of Shares of			August 31, 2013 or
	Common Stock			Which will
	Beneficially			become Exercisable
Name and Address	Owned as of	Nature of		within 60 days
of Beneficial Owner	August 31, 2013	Ownership	Percentage of Class Held	of this Date

Pinetree Capital Ltd. 150 King St. W., Ste 2500 Toronto, ON M5X 1A9	8,177,174	Record	6.18% of Common shares	Nil

Number of Shares

Subject to Options

Exercisable as of

Number of Shares of

August 31, 2013 or

Common Stock

Which will

Beneficially

become Exercisable

Name and Address

Owned as of

Nature of

within 60 days

of Beneficial Owner

August 31, 2013

Ownership

Percentage of Class Held

of this Date

Todd D. Montgomery, Director
1413-43rd Street SW
Calgary, AB T3C 2A3

61,520,523

(1)

Record

46.51% of Common shares

Nil

Joseph Montgomery, Chairman
878 W. 27th Avenue
Vancouver, BC V5Z 2G7

500,000

(2)

Record

0.38% of Common shares

600,000

Randal Ludwar, Director
1215 Mayberry Crescent
Moose Jaw, SK S6H 6X7

500,000

Record

0.38% of Common shares

600,000

Brent Walter, Director
2417 - 32nd Avenue SW
Calgary, AB T2T 1X4

4,100,000

(3)

Record

3.10% of Common shares

1,600,000

(5)

Mason Douglas, President & CEO
311 Saskatchewan Cr. W.
Saskatoon, SK S7M 0A2

550,000

Record

0.42% of Common shares

1,350,000

Anne Macko, Corporate Secretary
3300 Kauai Court
Reno, NV 89509

Nil

500,000

Rakesh Malhotra, CFO
4580 Beaufort Terrace
Mississauga, ON L5M 3H7

16,664

(4)

Record

0.01% of Common shares

450,000

TOTAL

67,187,187

50.80%

5,100,000

(1)	All of Todd D. Montgomery’s Common Shares are held by companies that are owned or controlled by Mr. Montgomery.

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

(3)	800,000 of Brent Walter’s Common Shares are held by a family member.

(4)	All of Rakesh Malhotra’s Common Shares are held by a family member.

(5)	250,000 of Brent Walter’s Common Shares subject to options are held by a family member.

As a group, management and the directors own or control 50.80% of the issued and outstanding Common Shares of Infrastructure Materials Corp.

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

A corporation owned and operated by the Company’s President and Chief Executive Officer, Mason Douglas, who is also a member of the Company’s Board of Directors, received $126,836 for his services.

A law firm, a partner of which is also a member of the Company’s Board of Directors, Brent Walter, received $3,925 for legal services rendered and expenses incurred on behalf of the Company.

The Company’s Chief Financial Officer, Rakesh Malhotra, received $7,434 for consulting services provided to the Company.

The Company’s Corporate Secretary, Anne Macko, received $57,500 for administrative services provided to the Company.

The Company borrowed $140,000 from a corporation that is owned and controlled by a member of the Company’s Board of Directors, Todd Montgomery. This demand loan was made pursuant to a promissory note (the “Note”) that calls for all principal and interest to be paid upon demand. The principal amount of the Note bears interest at four 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 the holder of the Note, the Note will bear interest at ten percent (10%) per annum. The Company recorded interest expense of $1,074 for the Note.

On April 25, 2012, the Company granted options to certain of its officers and directors to purchase up to an aggregate of 4,825,000 Common Shares at an exercise price of CDN$0.10 per share. On the same date, the Company also granted options to a consultant who is a family member of a director to purchase up to 250,000 Common Shares at the same exercise price. The options were granted in accordance with the Company’s Amended Plan and vested at the rate of one twelfth (1/12) each month until fully vested. The options granted have a term of ten years. During the year ended June 30, 2013, the Company expensed stock based compensation costs of $154,660 for options granted to officers and directors, and $8,013 for options granted to the director’s family member.

Director Independence

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

Item 14. Principal Accountant Fees and Expenses

The Company appointed Schwartz Levitsky Feldman, LLP as independent auditors to audit the financial statements of the Company for the fiscal years ended June 30, 2012 and June 30, 2013.

Audit Fees. The Company paid Schwartz Levitsky Feldman LLP audit and audit related fees of approximately $26,514 and $34,731 for the fiscal years ended June 30, 2012 and June 30, 2013, respectively.

All Other Fees. During the fiscal years ended June 30, 2013 and June 30, 2012, the Company did not pay its principal accountant any additional fees.

PART IV

Item 15. Exhibits, Financial Statement Schedules

The Company’s Financial Statements and the Report of Schwartz Levitsky Feldman, LLP for the year ended June 30, 2013 and for the year ended June 30, 2012 are filed as part of this report.

Index to Exhibits

	3.1	Certificate of Incorporation filed on June 3, 1999 with the Delaware Secretary of State (previously filed as part of the Company’s registration statement filed on December 22, 2006)

	3.2	By Laws (previously filed as part of the Company’s registration statement filed on December 22, 2006)

	3.3	Certificate of Amendment of the Certificate of Incorporation of the Company dated June 5, 1999, changing the capitalization of the Company (previously filed as part of the Company’s registration statement filed on December 22, 2006)

	3.4	Certificate of Amendment of the Certificate of Incorporation of the Company dated April 11, 2006, and filed with the Delaware Secretary of State on April 11, 2006 changing the capitalization of the Company (previously filed as part of the Company’s registration statement filed on December 22, 2006)

	3.5	Certificate of Ownership and Merger of the Company dated November 8, 2008 and filed with the Delaware Secretary of State on December 1, 2008 (previously filed as part of the Company’s report on Form 8-K filed on December 1, 2008)

	3.6	Certificate of Amendment of the Certificate of Incorporation of the Company dated July 29, 2011 and filed with the Delaware Secretary of State on August 1, 2011 (previously filed as part of the Company’s report on Form 8-K filed on August 4, 2011)

	21.1	Subsidiaries of the Registrant

	23.1	Consent of Schwartz Levitsky Feldman LLP Independent Auditors dated September 20, 2013

	31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32.1	Certification of the 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

	F-2	Report of Schwartz Levitsky Feldman, LLP dated September 19, 2013

In addition, the following reports are incorporated by reference.

Current Report on Form 8-K “Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers”, dated October 1, 2012

Current Report on Form 8-K “Item 1.01: Entry into a Material Definitive Agreement”, dated March 8, 2013

Current Report on Form 8-K “Item 5.07: Submissions of Matters to a Vote of Security Holders”, dated July 16, 2013

Current Report on Form 8-K “Item 3.02: Unregistered Sales of Equity Securities,” dated August 28, 2013

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20 ^th day of September, 2013.

SIGNATURE	TITLE	DATE

/s/Mason Douglas	President & Chief Executive Officer	September 20, 2013
Mason Douglas

/s/Rakesh Malhotra	Chief Financial Officer	September 20, 2013
Rakesh Malhotra


SIGNATURE	TITLE	DATE

/s/Todd D. Montgomery	Director	September 20, 2013
Todd D. Montgomery

/s/Mason Douglas	President, Chief Executive Officer	September 20, 2013
Mason Douglas	and Director

/s/ Randal Ludwar	Director	September 20, 2013
Randal Ludwar

/s/ Joseph Montgomery	Chairman of the Board of Directors	September 20, 2013
Joseph Montgomery

/s/ Brent Walter	Director	September 20, 2013
Brent Walter

INFRASTRUCTURE MATERIALS CORP.
(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2013 AND 2012

(Amounts expressed in US Dollars)

CONTENTS
Report of Independent Registered Public Accounting Firm	F2
Consolidated Balance Sheets as at June 30, 2013 and June 30, 2012	F3
Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2013 and June 30, 2012 and for the period from inception (June 3, 1999) to June 30, 2013	F4
Consolidated Statements of Changes in Stockholders' Equity for the years ended June 30, 2013 and June 30, 2012 and for the period from inception (June 3, 1999) to June 30, 2013	F5
Consolidated Statements of Cash Flows for the years ended June 30, 2013 and June 30, 2012 and for the period from inception (June 3, 1999) to June 30, 2013	F6
Notes to Consolidated Financial Statements	F7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Infrastructure Materials Corp.
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Infrastructure Materials Corp. (the “Company”) as at June 30, 2013 and 2012 and the related consolidated statements of operations and comprehensive loss, cash flows and stockholders’ equity for the years ended June 30, 2013 and 2012 and for the period from inception (June 3, 1999) to June 30, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Infrastructure Materials Corp. as at June 30, 2013 and 2012 and the results of its operations and its cash flows for the years ended June 30, 2013 and 2012 and for the period from inception (June 3, 1999) to June 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company is an exploration stage company and has no established source of revenues. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in the notes to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

“SCHWARTZ LEVITSKY FELDMAN LLP”

Toronto, Ontario, Canada	Chartered Accountants
September 19, 2013	Licensed Public Accountants

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Consolidated Balance Sheets as at

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

	June 30,		June 30,
	2013		2012
	$		$
ASSETS
Current
Cash and cash equivalents	106,847		1,533,139
Short term investments	-		33,716
Marketable securities (Note 11)	49,917		45,181
Prepaid expenses and other receivables	15,988		14,479

Total Current Assets	172,752		1,626,515

Restricted Cash (Note 5)	100,000		82,500
Reclamation Deposit (Note 6)	240,805		240,805

Plant and Equipment, net (Note 7)	607,441		713,569
Mineral Property Interests (Note 8)	-		514,525

Total Assets	1,120,998		3,177,914

LIABILITIES
Current
Accounts payable	29,251		105,219
Accrued liabilities (Note 9)	68,839		58,963
Notes Payable (Note 10)	141,074		-
Total Current Liabilities	239,164		164,182

Deferred Revenue (Note 11)	307,460		193,593
Asset Retirement Obligation (Note 12)	27,171		24,699

Total Liabilities	573,795		382,474

Going Concern (Note 2)
Commitments and Contingencies (Note 18)
Related Party Transactions (Note 19)
Subsequent Events (Note 20)

STOCKHOLDERS' EQUITY
Capital Stock (Note 13)
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, 98,935,486 issued and outstanding (2012 – 98,935,486)	9,894		9,894
Additional Paid - in Capital	23,977,767		23,694,775
Accumulated Other Comprehensive Loss (Note 11)	(105,043	)	(88,412	)
Deficit Accumulated During the Exploration Stage	(23,335,415	)	(20,820,817	)

Total Stockholders' Equity	547,203		2,795,440

Total Liabilities and Stockholders' Equity	1,120,998		3,177,914

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

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Operations and Comprehensive Loss for the

Years Ended June 30, 2013 and 2012 and the Period from Inception (June 3, 1999) to June 30, 2013

(Amounts expressed in US Dollars)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Cumulative		For the		For the
	since		year ended		year ended
	inception		June 30, 2013		June 30, 2012
	$		$		$
Operating Expenses

General and administration	10,844,539		980,985		785,416
Project expenses	11,415,996		911,066		625,445
Impairment Loss-Mineral Props	514,525		514,525		-
Depreciation	1,268,607		107,344		125,401

Total Operating Expenses	24,043,667		2,513,920		1,536,262

Loss from Operations	(24,043,667	)	(2,513,920	)	(1,536,262	)
Other income-interest	387,465		396		553
Other income-gain on termination of option agreement (Note 15)	175,050		-		175,050
Other income-gain on bargain purchase (Note 8)	238,645		-		-
Interest Expense (Note 10)	(92,908	)	(1,074	)	(1,381	)

Loss before Income Taxes	(23,335,415	)	(2,514,598	)	(1,362,040	)

Provision for income taxes	-		-		-

Net Loss	(23,335,415	)	(2,514,598	)	(1,362,040	)

Loss per Weighted Average Number of Shares Outstanding			(0.03	)	(0.02	)
-Basic and Fully Diluted

Weighted Average Number of Shares Outstanding During the Periods			98,935,486		86,359,577
-Basic and Fully Diluted

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Net Loss	(2,514,598	)	(1,362,040	)
Other comprehensive loss:
Unrealized loss on marketable securities (Note 11)	(16,631	)	(88,412	)

Comprehensive Loss	(2,531,229	)	(1,450,452	)

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

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Changes in Stockholder’s Equity for the

Years Ended June 30, 2013 and 2012 and the Period from Inception (June 3, 1999) to June 30, 2013

(Amounts expressed in US Dollars)

								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	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	-		-	-				(87,574	)			(87,574	)
Balance, June 30, 2006	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 ended June 30, 2007			-	-		-		(2,845,424	)			(2,845,424	)
Balance, June 30, 2007	33,323,839		3,332	4,596,056		-		(2,939,803	)			1,659,585

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	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	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	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	70,326,790		7,033	21,120,247		-		(19,458,777	)			1,668,503

Common shares issued for cash (net)	26,000,000		2,600	2,212,799								2,215,399
Stock based compensation				61,990				-				61,990
Preferred shares converted to common shares	2,608,696		261	299,739								300,000
Unrealized loss on marketable securities								-		(88,412	)	(88,412	)
Net loss for the year								(1,362,040	)			(1,362,040	)
Balance June 30, 2012	98,935,486		9,894	23,694,775		-		(20,820,817	)	(88,412	)	2,795,440

Stock based compensation				282,992				-				282,992
Unrealized loss on marketable securities								-		(16,631	)	(16,631	)
Net loss for the year								(2,514,598	)			(2,514,598	)
Balance June 30, 2013	98,935,486		9,894	23,977,767		-		(23,335,415	)	(105,043	)	547,203

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

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Cash Flows for the

Years Ended June 30, 2013 and 2012 and the Period from Inception (June 3, 1999) to June 30, 2013

(Amounts expressed in US Dollars)

	Cumulative		For the		For the
	Since		year ended		year ended
	Inception		June 30, 2013		June 30, 2012
	$		$		$
Cash Flows from Operating Activities
Net loss	(23,335,415	)	(2,514,598	)	(1,362,040	)
Adjustment to reconcile net loss to cash used in operating activities:
Depreciation	1,268,607		107,344		125,401
Amortization of debt issuance cost	247,490		-		-
Loss on disposal of plant and equipment	10,524		-		-
Gain on Bargain Purchase (Note 8)	(238,645	)	-		-
Gain on termination of option agreement (Note 15)	(175,050	)	-		(175,050	)
Stock based compensation	1,646,584		282,992		61,990
Impairment loss on mineral property interests (Note 8)	514,525		514,525		-
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 12)	27,171		2,472		2,244
Interest accrued on promissory note (Note 10)	1,074		1,074		-
Interest on convertible debentures	90,453		-		-
Cash flow from changes in certain assets and liabilities:
Prepaid expenses and other receivables	(15,988	)	(1,509	)	89,328
Accounts payable	29,251		(75,968	)	53,022
Accrued liabilities	69,280		9,876		(44,940	)

Net cash used in operating activities	(14,833,131	)	(1,673,792	)	(1,250,045	)

Cash Flows from Investing Activities
Decrease (Increase) in Short-term investments	-		33,716		49,888
Increase in Reclamation Deposit (Note 6)	(240,805	)	-		-
Increase in Restricted Cash	(100,000	)	(17,500	)	-
Cash received for option on claims and included in Deferred revenue (Note 11)*	152,500		92,500		35,000
Cash received for termination of option agreement (Note 15)	175,050		-		175,050
Acquisition of plant and equipment for cash	(123,031	)	(1,216	)	(10,065	)
Proceeds from sale of plant and equipment	2,500		-		-

Net cash provided (used) in investing activities	(133,786	)	107,500		249,873

Cash Flows from Financing Activities
Issuance of common shares for cash (net)	9,109,970		-		2,215,399
Issuance of preferred shares for cash	300,000		-		-
Issuance of common shares for option exercise	7,500		-		-
Issuance of common shares for warrant exercises	2,225,227		-		-
Issuance of promissory note (Note 10)	240,000		140,000		100,000
Repayment of promissory note (Note 10)	(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	15,073,764		140,000		2,215,399

Net Change in Cash and cash equivalents	106,847		(1,426,292	)	1,215,227

Cash and cash equivalents - beginning of period	-		1,533,139		317,912

Cash and cash equivalents - end of period	106,847		106,847		1,533,139

Supplemental Cash Flow Information
Interest Paid (Note 10)	1,381		-		1,381
Income taxes paid	-		-		-

* Excludes receipt of marketable securities for $154,960, being a non-cash item included in Deferred Revenue

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

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

1.	Nature of Business and Operations

The focus of Infrastructure Materials Corp. (the “Company”) is on the exploration and development, if feasible, of limestone, silver and other metals from its claims in the State of Nevada.

The Company’s limestone assets are held by its wholly owned subsidiary, Infrastructure Materials Corp US (“IMC US”), a Nevada corporation, which was acquired as of November 7, 2008. As of the date of the financial statements, IMC US controls 5 limestone Projects in Nevada, made up of 543 mineral claims covering approximately 11,218 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. In March 2013, the Company cancelled its remaining 6 mineral exploration permits in the State of Arizona. Subsequent to the date of the financial statements, 428 limestone mineral claims in Nevada were dropped. Please see Note 20, Subsequent Events.

On December 18, 2008, the Company incorporated a second wholly owned subsidiary in the State of Delaware under its former name, “Silver Reserve Corp.” referred to herein as “SRC.” The Company assigned all fourteen of its precious metal projects in Nevada to this subsidiary. As of June 1, 2010, SRC terminated its interests in one of the projects. As of the date of the financial statements, the remaining thirteen claim groups contain 741 mineral claims covering approximately 15,268 acres and 14 patented claims and 6 leased patented claims covering approximately 365 acres. SRC also has a milling facility located in Mina, Nevada on six mill site claims covering 30 acres. Subsequent to the date of the financial statements, 141 precious metals mineral claims in Nevada were dropped. Please see Note 20, Subsequent Events.

In December 2009, the Company further expanded its limestone exploration activities by acquiring Canadian Infrastructure Corp. (“CIC”), a Canadian corporation, which controlled 95 limestone quarry leases issued by the province of Manitoba, Canada, covering 6,090 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 was 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 common stock of the Company (a “Common Share” or “Common Shares”). The CIC Agreement closed on February 9, 2010. 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). In February 2013, the Company forfeited the remaining 35 quarry leases. Also see Note 8, Mineral Property Interests.

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.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, IMC US, SRC, and CIC. All material inter-company accounts and transactions have been eliminated.

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

2.	Going Concern

The Company's financial statements have been prepared in accordance with United States generally accepted accounting principles (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.

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 $23,335,415 from inception to June 30, 2013. 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. 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. Subsequent to the date of the financial statements, the Company completed a private placement of its common stock for total proceeds of CDN$500,000. Please see Note 20, Subsequent Events. 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.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and their basis of application is consistent with that of the previous year. Outlined below are the significant accounting policies:

Basis of Presentation

a)	Cash and Cash Equivalents

Cash consists of cash and cash equivalents, which are short-term, highly liquid investments with original terms to maturity of 90 days or less.

b)	Short-Term Investments and Marketable Securities

Short-term investments represent bank deposits with maturities greater than three months and less than one year. These deposits are classified as held-for-trading and, due to the short-term maturity of these instruments, are reflected at carrying value, which is equivalent to their fair value.

The Company’s marketable securities are classified as “available for sale.” The Company includes these investments in current assets at fair value. Realized gains and losses are included in income when the securities are sold.

c)	Acquisition, Exploration and Evaluation Expenditures

The Company is an exploration stage 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 Accounting Standards Codification (”ASC”) 805-20-55-37, previously referenced as the Financial Accounting Standards Board (“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. In February 2010 the Company capitalized $514,525 as Mineral Property Interests and has written off all other property payments to project expenses as impaired costs. The previously capitalized Mineral Property Interests were written off as impaired costs in December 2012 as discussed in Note 8, Mineral Property Interests.

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.

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

d)	Plant and Equipment

Plant and equipment are recorded at cost less accumulated depreciation. Depreciation is provided commencing in the month following acquisition using the following annual rate and method:

Computer equipment	30%	declining balance 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
Moulds	30%	declining balance method
Mobile Equipment	20%	declining balance method
Factory Buildings	5%	declining balance method

e)	Financial Instruments

The fair market value of the Company’s financial instruments comprising cash and cash equivalents, short term investments, marketable securities and restricted cash were estimated to approximate their carrying values due to the short-term maturity of these financial instruments. The Company maintains cash balances at financial institutions. The Company has not experienced any material losses in such accounts.

FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Level 1 – Quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Commodity Price Risk:

The ability of the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals.

F10

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

Foreign Exchange Risk:

The Company conducts minor operating activities in Canadian dollars. The Company is therefore subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar.

f)	Impairment of Long-lived Assets

Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell.

g)	Asset Retirement Obligation

The Company follows ASC 410-20 (Pre-Codification SFAS No. 143) "Accounting for Asset Retirement Obligations" , that addresses financial accounting and reporting for reclamation obligations. ASC 410-20 requires recognition of the present value of obligations associated with the obligation for site reclamation and similar activities relating to its mining interests. Over time, accretion of the liability is recognized as an operating expense. See Note 12.

h)	Revenue Recognition

Revenue is recognized when the limestone, silver or other metals are extracted, processed, and sold. The Company will record revenues from the sale of limestone, silver or other metals when delivery to the customer has occurred, collectability is reasonably assured and title has transferred.

i)	Income Taxes

Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

F11

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

j)	Earnings (Loss) Per Share

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to convertible preferred stock, stock options and warrants for each year. There were no common equivalent shares outstanding at June 30, 2013 and 2012 that have been included in the diluted loss per share calculation as the effects would have been anti-dilutive.

k)	Stock Based Compensation

All awards granted to employees and non-employees after June 30, 2005 are valued at fair value by using the Black-Scholes option pricing model and recognized on a straight line basis over the service periods of each award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees using the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services.

l)	Concentration of Credit Risk

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

m)	Use of Estimates

Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to financial statements. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from such estimates. Significant estimates include the carrying value of mineral property interests, estimated useful lives of plant and equipment, accruals for liabilities, calculations of stock based compensation, the determination of asset retirement obligations and the provision for income taxes.

n)	Comprehensive Income or Loss

The Company reports comprehensive income or loss in its consolidated financial statements. In addition to items included in net income or loss, comprehensive income or loss includes items currently charged or credited directly to stockholders’ equity, such as foreign currency translation adjustments and unrealized gains or losses on available for sale marketable securities.

F12

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

o)	Recently Adopted Accounting Standards

F13

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

3.	Summary of Significant Accounting Policies - Cont’d

o)	Recently Adopted Accounting Standards –Cont’d

p)	Recently Issued Accounting Standards

F14

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

4.	Fair Value of Financial Instruments

The fair values of financial assets measured in the balance sheet as of June 30, 2013 are 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

106,847

Marketable securities

49,917

Restricted Cash

100,000

The fair values of financial assets measured in the balance sheet as of June 30, 2012 are 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

1,533,139

Short term investments

33,716

Marketable securities

45,181

Restricted Cash

82,500

5.	Restricted Cash

Amounts reflected as Restricted Cash represent either cash held as collateral or 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

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.

F15

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

7.	Plant and Equipment, Net

	June 30, 2013		June 30, 2012
		Accumulated		Accumulated
	Cost	Depreciation	Cost	Depreciation
	$	$	$	$

Computer equipment	25,729	14,097	24,513	9,308
Office, furniture and fixtures	3,623	2,612	3,623	2,358
Plant and Machinery	1,514,511	1,014,606	1,514,511	926,387
Tools	11,498	7,729	11,498	6,474
Vehicles	76,928	55,451	76,928	50,082
Consumables	64,197	63,612	64,197	63,027
Moulds	900	820	900	787
Mobile Equipment	73,927	57,673	73,927	53,609
Factory Buildings	74,849	22,121	74,849	19,345
	1,846,162	1,238,721	1,844,946	1,131,377

Net carrying amount	607,441		713,569
Depreciation charges	107,344		125,401

During the twelve months ended June 30, 2013, the Company recorded depreciation expense of $107,344. During the twelve months ended June 30, 2012, the Company recorded depreciation expense of $125,401.

8.	Mineral Property Interests

The Company entered into an agreement to acquire, as a wholly owned subsidiary, Canadian Infrastructure Corp., a Canadian corporation, pursuant to a Share Exchange Agreement (the “CIC Agreement”) dated as of December 15, 2009, between the Company, CIC and Todd D. Montgomery. 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 Common Shares of the Company. The CIC Agreement closed on February 9, 2010.

F16

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

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 (CDN $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 Common Shares of the Company in exchange for all issued and outstanding shares of CIC. There were no liabilities recorded in the financial records of CIC as of the date of acquisition. Further, the Company acquired all the issued and outstanding shares of CIC, resulting in the absence of non-controlling interests in the acquiree 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 (CDN $ 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

During the quarter ended December 31, 2012 the Company performed a full review of CIC’s quarry leases. This review considered the exploration potential of the area, the current probable mineral reserves and resources, if any, regional competition, the cost to maintain control of the quarry leases, the projected operating costs to undertake exploration activities in light of the Company’s available cash and the condition of capital markets to fund those operating costs, and the effect of the regional and national economies on limestone prices. These served as inputs to determine which properties the Company considers economical to continue its exploration activities. As a result of these factors, the Company updated its mineral exploration plan and decided not to renew CIC’s quarry leases, which resulted in an impairment charge of $514,525.

F17

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

9.	Accrued Liabilities

Accrued liabilities are comprised of the following:

	2013	2012
	$	$
Professional fees for year-end reporting and and audit	34,200	31,500
Reclamation Bonding	27,463	27,463
Other	7,176	-
Total	68,839	58,963

10.

Notes Payable

Year ended June 30, 2013

As of April 22, 2013, the Company borrowed $140,000 from Mont Strategies Inc., a corporation that is owned and controlled by a member of the Company’s Board of Directors and who served as the Company’s Chief Executive Officer until October 1, 2012. This demand loan was made pursuant to a promissory note that calls for all principal and interest to be paid upon demand. 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. If the Company fails to make payment within five business days of demand by Mont Strategies Inc., 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, 2013, the Company recorded interest expense of $1,074 for the promissory note.

Year ended June 30, 2012

On August 24, 2011, the Company borrowed $100,000 from Mont Strategies Inc. The loan was made pursuant to a demand promissory note that bore interest at a rate of four percent (4%) per annum and had a maturity date of August 24, 2013. On December 27, 2011, the Company retired the promissory note by paying Mont Strategies Inc. the principal amount of the note along with accrued interest of $1,381. For the year ended June 30, 2012, the Company recorded interest expense of $1,381 for the promissory note.

F18

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

11.

Deferred Revenue, Marketable Securities and Accumulated Other Comprehensive Loss

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 Claim Group (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 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. Also see Note 18, Commitments and Contingencies.

As of the date of the financial statements, the Company had received Consideration of $264,960, consisting of 875,000 shares of IMMC with a fair market value of $154,960 that was recorded as Marketable Securities in the Company’s Consolidated Balance Sheets and $110,000 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 $105,043 arising from the reduction in the market value of the Company’s shares of IMMC’s common stock as of June 30, 2013, is accounted for in the Stockholders’ Equity section of the Consolidated Balance Sheets as Accumulated Other Comprehensive Loss.

On March 5, 2013, SRC executed a Sale and Purchase Agreement (the “Sale Agreement”) with IMMI to sell to IMMI (1) all of SRC’s interest in the NL Project and (2) all of its interest in the Option Agreement. Pursuant to the terms of the Sale Agreement, upon closing IMMI will pay SRC a purchase price of US$425,000 and the Option Agreement will terminate. Also, upon closing of the Sale Agreement, SRC will transfer 100% of its interest in the NL Project to IMMI. The closing date was scheduled to occur on or about April 30, 2013, and has been extended several times. In connection with the closing date extensions, IMMI paid a 10% (ten percent) non-refundable deposit of US$42,500 towards the purchase price, which is also accounted for as Deferred Revenue until such time as the Sale Agreement closes or is cancelled. The terms of the Sale Agreement provide that all Consideration paid by IMMI under the Option Agreement prior to closing will be retained by the Company.

F19

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

11.

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


							Accumulated
							Other
		Deferred		Marketable			Comprehensive
		Revenue		Securities			Loss
Balance as of June 30, 2011	$	93,429	$	68,429		$	-

Consideration received during the period ending June 30, 2012		100,164		65,164

Change in market value of securities for the period ending June 30, 2012				(88,412	)		(88,412	)

Balance as of June 30, 2012	$	193,593	$	45,181		$	(88,412	)


Consideration received during the period ending June 30, 2013		71,367		21,367

Change in market value of securities for the period ending June 30, 2013				(16,631	)		(16,631	)

Deposit received for sale of total interest in NL Project		42,500		-			-

Balance as of June 30, 2013	$	307,460	$	49,917		$	(105,043	)

12.

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 obligations ("ARO's") were estimated to be $27,171 as of June 30, 2013, 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 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. Discount rates typically range between 10% and 12%. The Company’s entire ARO as of June 30, 2013 and June 30, 2012 relates to the Blue Nose project.

F20

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

12.

Asset Retirement Obligation – Cont’d

Balance as of June 30, 2012	$	24,699
Increase in Asset Retirement Obligation		-
Accretion for the year ended June 30, 2013		2,472

Balance as of June 30, 2013	$	27,171

13.

Issuance of Common Shares and Warrants

Year ended June 30, 2013

There were no securities issued during this period.

Year ended June 30, 2012

F21

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

13.

Issuance of Common Shares and Warrants - Cont’d

The foregoing sale of securities was made entirely outside the United States pursuant to an exemption afforded by Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Following the sale of our securities in Canada, the Company's Common Shares were listed for trading on the TSX Venture Exchange under the symbols “IFM” and “IFM.S.” The Company's Common Shares continue to be traded in the United States on the OTC Bulletin Board under the symbol “IFAM.”

14.

Stock Based Compensation

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 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. Also see Note 20, Subsequent Events.

F22

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

14.

Stock Based Compensation – Cont’d

Year ended June 30, 2013

On August 16, 2012, 350,000 options issued in accordance with the Company’s 2006 Stock Option Plan expired.

On October 8, 2012 the Company granted options to an employee to purchase up to 125,000 Common Shares at an exercise price of CDN$0.10 per share. These options were granted in accordance with the terms of the Company’s Amended Plan and vest at a rate of one twelfth (1/12) each month until fully vested. The options granted have a term of 10 years.

On April 30, 2013, 350,000 options issued in accordance with the Company’s Amended Plan expired.

On June 6, 2013 the Company granted options to an employee to purchase up to 125,000 Common Shares at an exercise price of CDN$0.10 per share. These options were granted in accordance with the terms of the Company’s Amended Plan and vest at a rate of one twelfth (1/12) each month until fully vested. The options granted have a term of 10 years.

Year ended June 30, 2012

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.

Effective April 1, 2012, the Company granted options to a consultant to purchase up to 350,000 common shares at an exercise price of CDN$0.10 per share. The term of the option grant is tied to the term of the consulting agreement pursuant to which the options were granted so as to expire on the date that is 30 days after the termination of the consulting agreement. The consulting agreement has an initial one-year term, but can be terminated at any time upon 30-days prior written notice by the Company or the consultant or upon the occurrence of certain events defined in the consulting agreement. The options vest at the rate of 1/12 each month until fully vested. These options were granted pursuant to the Company’s Amended Plan.

On April 9, 2012, 50,000 options issued in accordance with the Company’s 2006 Stock Option Plan expired.

On April 16, 2012, 50,000 options issued in accordance with the Company’s 2006 Stock Option Plan expired.

On April 25, 2012, the Company granted options to certain of its officers, directors, employees and consultants to purchase up to an aggregate of 8,375,000 Common Shares at an exercise price of CDN$0.10 per share. The options were granted in accordance with the Company’s Amended Plan and vest at the rate of one twelfth (1/12) each month until fully vested. The options granted have a term of ten years.

On May 31, 2012, 100,000 options issued in accordance with the Company’s 2006 Stock Option Plan expired.

F23

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

14.

Stock Based Compensation - Cont’d

For the year ended June 30, 2013, the Company recognized in the financial statements, stock-based compensation costs as per the following details. The fair value of each option used for the purpose of estimating the stock compensation is based on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

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

												Stock-based		Unexpended
												compensation		Stock-based
												cost expensed		compensation
												during the year		cost deferred
	Risk free	Volatility	Expected	Forfeiture	Expected		Exercise	Total number of		Grant date		ended June 30,		over the vesting
Date of grant	rate	factor	Dividends	rate	life		price	options granted		fair value		2013		period

Apr-1-12	1.10%	180.37%	0%	0%	1 year	$	0.10	350,000	$	0.02	$	4,897	$	-
Apr-25-12	3.63%	155.72%	0%	0%	10 years	$	0.10	8,375,000	$	0.04	$	268,450	$	-
Oct-8-12	3.63%	168.86%	0%	0%	10 years	$	0.10	125,000	$	0.10	$	9,050	$	3,369
Jun-6-13	3.63%	169.03%	0%	0%	10 years	$	0.10	125,000	$	0.07	$	595	$	8,088

Total											$	282,992	$	11,457

As of June 30, 2013, there was $11,457 of unrecognized expenses related to non-vested stock-based compensation arrangements granted. The stock-based compensation expense for the years ended June 30, 2013 and June 30, 2012, was $282,992 and $61,990, respectively.

F24

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

14.

Stock Based Compensation - Cont’d

The following tables summarize the options outstanding as of June 30, 2013 and 2012, and the option activity for the years then ended:

		Remaining	Remaining
		contractual	contractual
	Option Price	life (in years)	life (in years)		Number of options:
Expiry Date	Per Share	2013	2012		2013		2012
Aug 16, 2012	$0.31		0.13				100,000
Aug 16, 2012	$0.25		0.13				250,000
Apr 30, 2013	$0.01		0.83				350,000
Dec 10, 2013	$0.15	0.45	1.47		25,000		25,000
Feb 2, 2014	$0.31	0.60	1.62		50,000		50,000
Oct 22, 2014	$0.33	1.33	2.34		25,000		25,000
Apr 25, 2015	$0.23	1.84	2.86		50,000		50,000
Apr 24, 2022	$0.10	8.82	9.82		8,375,000		8,375,000
Oct 7, 2022	$0.10	9.28	-		125,000		-
Jun 5, 2023	$0.10	9.94	-		125,000		-
Options outstanding at end of year					8,775,000		9,225,000
Weighted average exercise price at end of year				$	0.10	$	0.11
Weighted average remaining contractual life (in years)					8.71		8.99

	Number of options:
	2013		2012
Outstanding, beginning of year	9,225,000		950,000
Granted	250,000		8,725,000
Expired	(700,000	)	(450,000	)
Exercised	-		-
Forfeited	-		-
Cancelled	-		-
Outstanding, end of year	8,775,000		9,225,000
Exercisable, end of year	8,629,167		1,983,334

F25

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

15.

Termination of Option Agreement

On August 24, 2011, the Company’s wholly owned subsidiary, 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 had 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. Under the terms of the MGold Option Agreement, MGold was required to incur 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 would 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 were to be made over a period of 30 months, and the Cash Consideration was 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 could be exercised and MGold would hold a 50% equity interest in each of the Silver Queen Property and Klondyke Property. Following exercise of the Option, SRC and MGold would enter into a joint venture with regards to the operation of the properties. During the period prior to the exercise of the Option, MGold had the right to terminate the MGold Option Agreement with 30 days’ notice to SRC or 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, for total Cash Consideration of $175,050. Because MGold’s interests in the Silver Queen and Klondyke Properties were to vest at the end of the 33-month period, this Cash Consideration was accounted for in the Consolidated Balance Sheets as Deferred Revenue, a non-current liability.

On March 15, 2012, MGold issued notice to SRC that MGold was terminating the MGold Option Agreement effective April 14, 2012. Upon the termination of the MGold Option Agreement, the Company recognized $175,050 as a Gain from termination of option agreement, which was the amount included in Deferred Revenue for the periods ended December 31, 2011, and March 31, 2012.

16.

Geographic Location of Assets

All assets in the financial statements are located in the State of Nevada, United States of America except for Cash and Cash equivalents of $35,090, which are located in Canada.

F26

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

17.

Income Taxes

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

		2013			2012

Loss before income taxes	$	(2,514,598	)	$	(1,362,040	)

Expected income tax recovery at the statutory rate of 29.5%	$	(741,806	)	$	(401,802	)
Increase in income taxes resulting from:
Permanent differences		235,268			18,287
Timing differences		60,330			36,462
Valuation allowance		446,208			347,053

Provision for income taxes	$	-		$	-

The Company has deferred income tax assets as follows:

		2013			2012

Net operating loss carry forward	$	18,873,068		$	17,103,576

Deferred Income tax on loss carry forward	$	5,567,555		$	5,045,555
Temporary differences (due to timing difference between tax value and book value)		218,941			129,890
Valuation allowance for deferred income tax assets		(5,786,496	)		(5,175,445	)

Deferred income taxes	$	-		$	-

As of June 30, 2013, the Company has non-capital losses of approximately $18,873,068 available to offset future taxable incomes which expire as follows:

2026	$	64,024
2027	$	2,324,117
2028	$	3,474,713
2029	$	4,536,752
2030	$	2,868,022
2031	$	2,483,123
2032	$	1,352,825
2033	$	1,769,492
	$	18,873,068

F27

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

18.

Commitments and Contingencies

F28

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

18.

Commitments and Contingencies - Cont’d

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.

F29

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

18.

Commitments and Contingencies - Cont’d

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.

F30

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

18.

Commitments and Contingencies - Cont’d

On March 5, 2013, SRC executed a Sale and Purchase Agreement (the “Sale Agreement”) with IMMI to sell to IMMI (1) all of SRC’s interest in the NL Project and (2) all of its interest in the IMMI Option Agreement. Pursuant to the terms of the Sale Agreement, upon closing IMMI will pay SRC a purchase price of US$425,000 and the IMMI Option Agreement will terminate. Also, upon closing of the Sale Agreement, SRC will transfer 100% of its interest in the NL Project to IMMI. The closing date was scheduled to occur on or about April 30, 2013, and has been extended several times. In connection with the closing date extensions, IMMI paid a 10% (ten percent) non-refundable deposit of US$42,500 towards the purchase price. The terms of the Sale Agreement provide that all Consideration paid by IMMI under the IMMI Option Agreement prior to closing will be retained by the Company.

F31

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

18.

Commitments and Contingencies - Cont’d

F32

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

18.

Commitments and Contingencies - Cont’d

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 alleges that the cost of putting out the fire was approximately $510,000. The Company has denied any responsibility for the fire and notified its liability insurance carrier. The Company has not accrued any costs for this claim in its financial statements.

Maintaining Claims in Good Standing

19.

Related Party Transactions

There are no amounts owed to or from related parties as of June 30, 2013, and June 30, 2012 except as discussed in Note 10, 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.

F33

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

19.

Related Party Transactions – Cont’d

Year ended June 30, 2013

A law firm, a partner of which is also a member of the Company’s Board of Directors, Brent Walter, received $3,925 for legal services rendered and expenses incurred on behalf of the Company.

The Company’s Chief Financial Officer, Rakesh Malhotra, received $7,434 for consulting services provided to the Company.

The Company’s Corporate Secretary, Anne Macko, received $57,500 for administrative services provided to the Company.

The Company recorded interest expense of $1,074 pursuant to a promissory note issued to a corporation that is owned and controlled by a member of the Company’s Board of Directors, Todd Montgomery. Also see Note 10, Notes Payable.

Year ended June 30, 2012

A corporation owned and operated by the Company’s President, Mason Douglas, who is also a member of the Company’s Board of Directors and who was appointed Chief Executive Officer on October 1, 2012, received $109,668 for his services.

The Company recorded expenses of $27,538 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, Brent Walter. In addition the same law firm was paid $70,853 for legal services rendered and expenses incurred on behalf of the Company that were capitalized as costs for raising capital.

The Company’s Chief Financial Officer, Rakesh Malhotra, received $15,581 for consulting services provided to the Company.

The Company’s Corporate Secretary, Anne Macko, received $56,167 for administrative services provided to the Company.

F34

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

19.

Related Party Transactions – Cont’d

The Company paid interest of $1,381 pursuant to a promissory note issued to a corporation that is owned and controlled by a member of the Company’s Board of Directors, Todd Montgomery, who also served as the Company’s Chief Executive Officer until October 1, 2012. Also see Note 10, Notes Payable.

During the year ended June 30, 2012, the Company expensed stock based compensation costs of $34,772 for options granted to officers and directors, and $1,802 for options granted to the director’s family member, as discussed above.

20.

Subsequent Events

168 of the 255 mineral claims of the Blue Nose Claim Group were dropped.
102 of the 130 mineral claims of the Morgan Hill Claim Group were dropped.
All 31 mineral claims of the MM Claim Group were dropped.
All 69 mineral claims of the Lime Mountain Claim Group were dropped.
All 58 mineral claims of the Wood Hills Claim Group were dropped

F35

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Consolidated Financial Statements

June 30, 2013 and 2012

(Amounts expressed in US Dollars)

20.

Subsequent Events – Cont’d

2 of the 8 mineral claims of the Dyer Claim Group were dropped.
2 of the 8 mineral claims of the Gold Point Claim Group were dropped.
46 of the 134 mineral claims of the Klondyke Claim Group were dropped.
25 of the 52 mineral claims of the Quailey Claim Group were dropped.
58 of the 178 mineral claims of the Silver Queen Claim Group were dropped.
All 5 mineral claims of the Montezuma Claim Group were dropped.
The 2 remaining mineral claims of the Sylvania Claim Group were dropped.
The 1 remaining mineral claim of the Weepah Hills Claim Group was dropped.

F36

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