UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-52641
INFRASTRUCTURE MATERIALS
CORP.
(Exact name of registrant as specified in its charter)
Delaware |
98-0492752 |
(State of incorporation) |
(I.R.S. Employer Identification No.)
|
1135 Terminal Way, Suite 106
Reno, NV 89502 USA
(Address of Principal Executive Offices) (Zip Code)
775-322-4448
(Registrants telephone number,
including area code)
With a copy to:
Jonathan H. Gardner
Kavinoky Cook LLP
726 Exchange St., Suite 800
Buffalo, NY 14210
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No
[ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] |
Accelerated filer [ ] |
Non-accelerated filer [ ] |
Smaller reporting company [X] |
|
|
(Do not check if a smaller reporting company)
|
|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes [
] No [X]
The number of shares of registrants common stock
outstanding as of October 31, 2015 was 138,304,619.
INFRASTRUCTURE MATERIALS CORP.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER
30, 2015
TABLE OF CONTENTS
- 2 -
PART 1 FINANCIAL INFORMATION
ITEM 1. |
Financial Statements
|
INFRASTRUCTURE MATERIALS CORP.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by
Management)
CONTENTS
- 3 -
INFRASTRUCTURE MATERIALS CORP.
Interim Consolidated
Balance Sheets as at
September 30, 2015 and June 30, 2015
(Amounts
expressed in US Dollars)
(Unaudited-Prepared by Management)
|
|
September 30, |
|
|
June 30, |
|
|
|
2015 |
|
|
2015 |
|
|
|
$ |
|
|
$ |
|
|
|
(unaudited) |
|
|
(audited) |
|
ASSETS |
|
|
|
|
|
|
Current |
|
|
|
|
|
|
Cash and cash
equivalents |
|
8,817 |
|
|
5,666 |
|
Investments (Note 9) |
|
67,694 |
|
|
57,128 |
|
Prepaid expenses
and other receivables |
|
41,883 |
|
|
14,810 |
|
|
|
|
|
|
|
|
Total Current Assets
|
|
118,394 |
|
|
77,604 |
|
|
|
|
|
|
|
|
Restricted Cash (Note
5) |
|
52,000 |
|
|
52,000 |
|
Reclamation Deposit (Note 6) |
|
21,600 |
|
|
21,600 |
|
|
|
|
|
|
|
|
Plant and Equipment, net (Note 7) |
|
420,070 |
|
|
435,749 |
|
|
|
|
|
|
|
|
Total Assets |
|
612,064 |
|
|
586,953 |
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
Current |
|
|
|
|
|
|
Accounts payable |
|
10,083 |
|
|
8,712 |
|
Accrued
liabilities |
|
65,789 |
|
|
47,803 |
|
Notes Payable (Note 8) |
|
454,622 |
|
|
267,868 |
|
Deferred Revenue
(Note 9) |
|
440,205 |
|
|
429,639 |
|
Total Current Liabilities |
|
970,699 |
|
|
754,022 |
|
|
|
|
|
|
|
|
Asset Retirement Obligation (Note 10)
|
|
21,600 |
|
|
21,600 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
992,299 |
|
|
775,622 |
|
|
|
|
|
|
|
|
Going Concern (Note 3) |
|
|
|
|
|
|
Commitments and
Contingencies (Note 13) |
|
|
|
|
|
|
Related Party Transactions (Note 14)
|
|
|
|
|
|
|
Subsequent Events
(Note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
(DEFICIENCY) |
|
|
|
|
|
|
Capital Stock (Note 11) |
|
|
|
|
|
|
Preferred
stock, $0.0001 par value, 50,000,000 shares authorized, none issued and
outstanding |
|
- |
|
|
- |
|
Common stock, $0.0001 par
value, 500,000,000 shares authorized, 138,304,619 issued and outstanding
(June 30, 2015 138,304,619) |
|
13,830 |
|
|
13,830 |
|
Additional Paid in
Capital |
|
24,743,631 |
|
|
24,743,631 |
|
Deficit |
|
(25,137,696 |
) |
|
(24,946,130 |
) |
|
|
|
|
|
|
|
Total Stockholders' (Deficiency) |
|
(380,235 |
) |
|
(188,669 |
) |
|
|
|
|
|
|
|
Total Liabilities and Stockholders'
(Deficiency) |
|
612,064 |
|
|
586,953 |
|
See Condensed Notes to the Interim Consolidated Financial
Statements
-4-
INFRASTRUCTURE MATERIALS CORP.
Interim Consolidated
Statements of Operations and Comprehensive Loss
For the three-months ended
September 30, 2015and September 30, 2014
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
|
|
For the |
|
|
For the |
|
|
|
three months |
|
|
three months |
|
|
|
ended |
|
|
ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2015 |
|
|
2014 |
|
|
|
$ |
|
|
$ |
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administration |
|
94,200 |
|
|
99,602 |
|
Project expenses
|
|
78,233 |
|
|
60,937 |
|
Depreciation |
|
15,679 |
|
|
18,707 |
|
|
|
|
|
|
|
|
Total Operating
Expenses |
|
188,112 |
|
|
179,246 |
|
|
|
|
|
|
|
|
Loss from Operations
|
|
(188,112 |
)
|
|
(179,246 |
)
|
Interest Expense
|
|
(3,454 |
) |
|
(1,172 |
) |
|
|
|
|
|
|
|
Loss before Income Taxes |
|
(191,566 |
) |
|
(180,418 |
) |
|
|
|
|
|
|
|
Provision for
income taxes |
|
- |
|
|
- |
|
|
|
|
|
|
|
|
Net Loss and Comprehensive Loss |
|
(191,566 |
) |
|
(180,418 |
) |
|
|
|
|
|
|
|
Loss per Weighted Average Number of
Shares Outstanding -Basic and Fully Diluted |
|
(0.001 |
) |
|
(0.001 |
) |
|
|
|
|
|
|
|
Weighted Average Number of Shares
Outstanding During the Periods -Basic and Fully Diluted |
|
138,304,619 |
|
|
138,304,619 |
|
See Condensed Notes to the Interim Consolidated Financial
Statements
-5-
INFRASTRUCTURE MATERIALS CORP.
Interim Consolidated
Statements of Changes in Stockholders Deficiency
For the three-months ended
September 30, 2015 and for the year ended June 30, 2015
(Amounts expressed
in US Dollars)
(Unaudited-Prepared by Management)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Common Stock |
|
|
Additional |
|
|
|
|
|
Other |
|
|
Total |
|
|
|
Number |
|
|
|
|
|
Paid-in |
|
|
|
|
|
Comprehensive |
|
|
Stockholders' |
|
|
|
of Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Loss |
|
|
Equity |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Balance June 30, 2014
(audited) |
|
138,304,619 |
|
|
13,830 |
|
|
24,743,631 |
|
|
(24,366,659 |
) |
|
- |
|
|
390,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the
year |
|
|
|
|
|
|
|
|
|
|
(579,471 |
) |
|
|
|
|
(579,471 |
) |
Balance June 30, 2015(audited) |
|
138,304,619 |
|
|
13,830 |
|
|
24,743,631 |
|
|
(24,946,130 |
) |
|
- |
|
|
(188,669 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
|
|
|
|
|
|
|
|
|
(191,566 |
) |
|
|
|
|
(191,566 |
) |
Balance September 30, 2015
(unaudited) |
|
138,304,619 |
|
|
13,830 |
|
|
24,743,631 |
|
|
(25,137,696 |
) |
|
- |
|
|
(380,235 |
) |
See Condensed Notes to the Interim Consolidated Financial
Statements
- 6 -
INFRASTRUCTURE MATERIALS CORP.
Interim Consolidated
Statements of Cash Flows
For the three-months ended September 30, 2015 and
September 30, 2014
(Amounts expressed in US Dollars)
(Unaudited-Prepared
by Management)
|
|
For the three |
|
|
For the three |
|
|
|
months ended |
|
|
months ended |
|
|
|
September 30, 2015 |
|
|
September 30, 2014 |
|
|
|
$ |
|
|
$ |
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
Net loss |
|
(191,566 |
) |
|
(180,418 |
) |
Adjustment to reconcile net loss
to cash used in operating activities: |
|
|
|
|
|
|
Depreciation |
|
15,679 |
|
|
18,707 |
|
Gain on disposal
of plant and equipment |
|
|
|
|
(3,761 |
) |
Accretion of Asset Retirement Obligation (Note 10) |
|
|
|
|
491 |
|
Cash Flow from Changes in
certain assets and liabilities |
|
|
|
|
|
|
Prepaid expenses and other receivables |
|
(27,073 |
) |
|
(43,034 |
) |
Accounts payable
|
|
1,371 |
|
|
27,764 |
|
Accrued liabilities |
|
17,986 |
|
|
(24,247 |
) |
Interest accrued
on promissory note (Note 8) |
|
3,454 |
|
|
1,172 |
|
|
|
|
|
|
|
|
Net cash used in operating
activities |
|
(180,149 |
) |
|
(203,326 |
) |
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
Cash received for option on claims and included in Deferred revenue
net (Note 9)* |
|
- |
|
|
70,000 |
|
Proceeds from sale
of plant and equipment |
|
- |
|
|
10,900 |
|
|
|
|
|
|
|
|
Net cash provided by investing
activities |
|
- |
|
|
80,900 |
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
Issuance of promissory notes (Note 8) |
|
183,300 |
|
|
170,000 |
|
|
|
|
|
|
|
|
Net cash
provided by financing activities |
|
183,300 |
|
|
170,000 |
|
|
|
|
|
|
|
|
Net Change in Cash and cash
equivalents |
|
3,151 |
|
|
47,574 |
|
|
|
|
|
|
|
|
Cash and cash equivalents
beginning of period |
|
5,666 |
|
|
162,847 |
|
|
|
|
|
|
|
|
Cash and cash equivalents end
of period |
|
8,817 |
|
|
210,421 |
|
|
|
|
|
|
|
|
Supplemental Cash Flow
Information |
|
|
|
|
|
|
Interest Paid |
|
- |
|
|
- |
|
Income taxes
paid |
|
- |
|
|
- |
|
* Excludes receipt of marketable securities for $10,566 (2014:
$12,803), being a non-cash item included in Deferred Revenue
See Condensed Notes to the Interim Consolidated Financial
Statements
-7-
INFRASTRUCTURE MATERIALS CORP.
Condensed
Notes to Interim Consolidated Financial Statements
September 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
The accompanying unaudited condensed
consolidated financial statements of Infrastructure Materials Corp. (the
Company), have been prepared in accordance with the instructions to Form 10-Q
and therefore do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations and cash flows in
conformity with U.S. generally accepted accounting principles (GAAP); however,
such information reflects all adjustments that are, in the opinion of
management, necessary for a fair statement of the results for the interim
periods. The condensed consolidated financial statements should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
together with Managements Discussion and Analysis of Financial Condition and
Results of Operations contained in the Companys Annual Report on Form 10-K for
the year ended June 30, 2015. In the opinion of management, the accompanying
condensed consolidated financial statements reflect all adjustments of a normal
recurring nature considered necessary to fairly state the financial position of
the Company at September 30, 2015 and June 30, 2015, the results of its
operations for the three-month periods ended September 30, 2015 and September
30, 2014, and its cash flows for the three-month periods ended September 30,
2015 and September 30, 2014. In addition, some of the Companys statements in
this Quarterly Report on Form 10-Q may be considered forward-looking and involve
risks and uncertainties that could significantly impact expected results. The
results of operations for the three-month period ended September 30, 2015 are
not necessarily indicative of results to be expected for the full year.
The condensed consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries, Infrastructure Materials Corp US (IMC US), Silver Reserve Corp.
(SRC) and Canadian Infrastructure Corp. All material inter-company accounts
and transactions have been eliminated.
Recently Adopted Accounting
Standards
In April 2014, the FASB issued ASU
2014-08, Presentation of Financial Statements (Topic 205) and Property,
Plant, and Equipment (Topic 360): Reporting Discontinued Operations and
Disclosures of Disposals of Components of an Entity (ASU 2014-08),
which includes amendments that change the requirements for reporting
discontinued operations and require additional disclosures about discontinued
operations. Under the new guidance, only disposals representing a strategic
shift in operations should be presented as discontinued operations. Those
strategic shifts should have a major effect on the organizations operations and
financial results. Additionally, ASU 2014-08 requires expanded disclosures about
discontinued operations that will provide financial statement users with more
information about the assets, liabilities, income, and expenses of discontinued
operations. The new standard is effective for the Company on July 1, 2015. Early
application is permitted. The adoption of ASU 2014-08 did not have a material
impact on the financial statements of the Company.
8
INFRASTRUCTURE MATERIALS CORP.
Condensed
Notes to Interim Consolidated Financial Statements
September 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
1. |
Basis of Presentation
Contd |
Recently Issued Accounting
Standards
In May 2014, the FASB issued ASU
2014-09, Revenue from Contracts with Customers (Topic 606)
(ASU 2014-09), which requires an
entity to recognize the amount of revenue to which it expects to be entitled for
the transfer of promised goods or services to customers. ASU 2014-09 will
replace most existing revenue recognition guidance in U.S. GAAP when it becomes
effective. The new standard is effective for the Company on July 1, 2017. Early
application is not permitted. The standard permits the use of either the
retrospective or cumulative effect transition method. The Company is evaluating
the effect that ASU 2014-09 will have on its consolidated financial statements
and related disclosures.
In August 2014, the FASB issued ASU
2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40):
Disclosure of Uncertainties about an Entitys Ability to Continue as a Going
Concern (ASU 2014-15), which provides guidance on determining when and how
to disclose going-concern uncertainties in the financial statements. The new
standard requires management to perform interim and annual assessments of an
entitys ability to continue as a going concern within one year after the date
the financial statements are issued. An entity must provide certain disclosures
if conditions or events raise substantial doubt about the entitys ability to
continue as a going concern. ASU 2014-15 applies to all entities and is
effective for annual periods ending after December 15, 2016, and interim periods
thereafter, with early adoption permitted. The Company is currently assessing
the impact of this guidance.
In January 2015, the FASB issued ASU
2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20):
Simplifying Income Statement Presentation by Eliminating the Concept of
Extraordinary Items (ASU 2015-01), which eliminates the concept of
extraordinary items and the uncertainty in determining when an item is both
unusual in nature and infrequent in occurrence. Presently, an event or
transaction is presumed to be ordinary activity unless evidence clearly supports
the transaction as unusual in nature and infrequent in occurrence. If an event
or transaction is determined to be unusual and infrequent, it is deemed to be
extraordinary, and is required to be segregated from the results of ordinary
operations on the face of the income statement, net of tax, after income from
continuing operations, along with other financial statement disclosures. ASU
2015-01 eliminates the concept of extraordinary items from the income statement
presentation. Eliminating this concept removes the uncertainty in determining
when a transaction is both unusual in nature and infrequent in occurrence.
However, the presentation and disclosure guidance for items that are unusual in
nature or occur infrequently will be retained and will be expanded to include
items that are both unusual in nature and infrequently occurring. ASU 2015-01
aligns U.S. GAAP with International Accounting Standard 1, which prohibits the
presentation and disclosure of extraordinary items. ASU 2015-01 is effective for
years beginning after December 15, 2015, with early adoption permitted. The
Company is currently assessing the impact of this guidance.
In February 2015, the FASB issued
ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation
Analysis, (ASU 2015-02) which eliminates the presumption that a general
partner should consolidate a limited partnership. ASU 2015-02 also modifies the
evaluation of whether limited partnerships are variable interest entities or
voting interest entities and adds requirements that limited partnerships must
meet to qualify as voting interest entities. This guidance is effective for
public companies for fiscal years, and for interim periods within those fiscal
years, beginning after December 15, 2015. The Company is currently assessing the
impact of this guidance.
9
INFRASTRUCTURE MATERIALS CORP.
Condensed
Notes to Interim Consolidated Financial Statements
September 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
1. |
Basis of Presentation
Contd |
Recently Issued Accounting
Standards-Contd
In April 2015, the FASB issued ASU
2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying
the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03
requires that debt issuance costs related to a recognized debt liability be
presented in the balance sheet as a direct deduction from the carrying amount of
the corresponding debt liability. ASU 2015-03 is effective for fiscal years, and
for interim periods within those fiscal years, beginning after December 15,
2015, with early adoption permitted, and is to be applied on a retrospective
basis. The Company is currently assessing the impact of this guidance.
In May 2015, the FASB issued ASU
2015-07, Fair Value Measurement (Topic 820): Disclosure for Investments in
Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)
(ASU 2015-07). Under ASU 2015-07, investments for which the practical
expedient is used to measure fair value at Net Asset Value (NAV) must be
removed from the fair value hierarchy. Instead, those investments must be
included as a reconciling line item so that the total fair value amount of
investments in the disclosure is consistent with the amount in the balance
sheet. Further, ASU 2015-07 requires entities to provide certain disclosures
only for investments for which they elect to use the NAV practical expedient to
determine fair value. ASU 2015-07 is effective for fiscal years, and for interim
periods within those fiscal years, beginning after December 15, 2015, with early
adoption permitted. The Company is currently assessing the impact of this
guidance.
Management does not believe that any
other recently issued, but not yet effective accounting pronouncements, if
adopted, would have a material effect on the accompanying financial statements.
2. |
Nature of Business and
Operations |
The Companys focus is on the
exploration and development, if feasible, of limestone and precious metals from
its claims in the State of Nevada.
The Company is primarily engaged in the
acquisition and exploration of mineral properties. Mineral property acquisition
costs are initially capitalized in accordance with ASC 805-20-55-37, previously
referenced as the FASB Emerging Issues Task Force ("EITF") Issue 04-2. The
Company assesses the carrying costs for impairment under ASC 360 and evaluates
its carrying value under ASC 930 at each fiscal quarter end. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property will be capitalized.
To date, mineral property exploration
costs have been expensed as incurred. To date, the Company has not established
any proven or probable reserves on its mineral properties.
The Companys limestone assets are held
by its wholly owned subsidiary, Infrastructure Materials Corp US (IMC US), a
Nevada corporation that was acquired as of November 2008. As of the date of the
financial statements, IMC US controls 2 limestone projects in Nevada, made up of
68 mineral claims covering approximately 1,405 acres on land owned or controlled
by the United States Department of Interior Bureau of Land Management (the BLM).
IMC US has also acquired 50% of the mineral rights on 680 acres and 25% of the
mineral rights on 160 acres.
10
INFRASTRUCTURE MATERIALS CORP.
Condensed
Notes to Interim Consolidated Financial Statements
September 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
2. |
Nature of Business and
Operations-Contd |
On December 18, 2008, the Company
incorporated a second wholly owned subsidiary in the State of Delaware under its
former name, Silver Reserve Corp. (SRC). The Company assigned all fourteen
of its precious metal projects in Nevada to SRC. SRC has since terminated its
interests in four of the projects. As of the date of the financial statements,
the remaining ten projects contain 272 mineral claims covering approximately
5,599 acres on BLM land and 17 patented claims and 3 leased patented claims
covering approximately 365 acres. SRC also has a milling facility located in
Mina, Nevada on six BLM mill site claims covering 30 acres.
The Company has not yet determined that
any of its claims, mineral rights, mineral exploration permits or quarry leases
can be economically developed and has expensed related costs to project expense.
The Companys assessment of the claims, mineral exploration permits, mineral
rights and quarry leases may change after further exploration.
The Company's financial statements have
been prepared in accordance with U.S. GAAP and are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern.
The Companys activities are subject to
a number of risks and uncertainties. The Company has had a history of net losses
and must continue to seek financing, either through debt or equity, not only to
finance its operating expenses, but to continue its exploration activities and
its assessments of the commercial viability of its claims. There can be no
assurance that such financing will be available on acceptable terms, if at all,
or that the Company will attain profitable levels of operation. In addition,
strategic acquisitions, if any, could have a dilutive effect on investment.
Failure to make accretive acquisitions and successfully integrate them could
adversely affect the Companys future financial results. Because the Company is
small and has few financial and other resources, the Company may not be able to
succeed in the very competitive industry in which it is engaged. The Company has
incurred a cumulative loss of $25,137,696 from inception to September 30, 2015.
The Company has no source of operating revenue and expects to incur significant
expenses before establishing operating revenue. Due to continuing operating
losses and cash outflows from continuing operations, the Companys continuation
as a going concern is dependent upon its ability to obtain adequate financing
and to reach profitable levels of operation. In the event that the Company is
unable to raise additional capital, as to which there is no assurance, the
Company will not be able to continue doing business. Historically, the Company
has funded operations through the issuance of capital stock, convertible
debentures and redeemable preferred stock. Prior to December 2011 the Company
received net proceeds of $12,718,365 pursuant to the issuance of such
securities. In December 2011 the Company completed a public offering in Canada
of its Common Shares for net proceeds of $2,215,399. On August 28, 2013, the
Company completed a private placement of its Common Shares for net proceeds of
$465,343. In April 2013 and July 2013, the Company borrowed $140,000 and
$150,000, respectively, issuing promissory notes that were converted to Common
Shares in October 2013. During the twelve months ended June 30, 2015, the
Company borrowed a total of $261,000, issuing promissory notes that are payable
on demand. During the three months ended September 30, 2015, the Company
borrowed a total of $183,300, issuing promissory notes that are payable on
demand. See Note 8, Notes Payable. Management's plan is to continue raising
additional funds through future equity or debt financing until it achieves
profitable operations from production of minerals or metals on its properties,
if feasible.
11
INFRASTRUCTURE MATERIALS CORP.
Condensed
Notes to Interim Consolidated Financial Statements
September 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
4. |
Fair Value of Financial
Instruments |
The fair values of financial assets
measured at the balance sheet date of September 30, 2015 were as follows:
|
|
|
|
|
|
Quoted prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
in active |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
markets for |
|
|
observable |
|
|
Unobservable |
|
|
|
|
Carrying |
|
|
identical assets |
|
|
inputs |
|
|
inputs |
|
|
Balance sheet |
|
Amount |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
classification and nature |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
8,817 |
|
|
8,817 |
|
|
|
|
|
|
|
|
Investments |
|
67,694 |
|
|
|
|
|
|
|
|
67,694 |
|
|
Restricted Cash |
|
52,000 |
|
|
52,000 |
|
|
|
|
|
|
|
The fair values of financial assets
measured at the balance sheet date of June 30, 2015 were as follows:
|
|
|
|
|
|
Quoted prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
in active |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
markets for |
|
|
observable |
|
|
Unobservable |
|
|
|
|
Carrying |
|
|
identical assets |
|
|
inputs |
|
|
inputs |
|
|
Balance sheet |
|
Amount |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
classification and nature |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
5,666 |
|
|
5,666 |
|
|
|
|
|
|
|
|
Investments |
|
57,128 |
|
|
|
|
|
|
|
|
57,128 |
|
|
Restricted Cash |
|
52,000 |
|
|
52,000 |
|
|
|
|
|
|
|
Amounts reflected as Restricted Cash
represent certificates of deposits pledged toward reclamation liabilities
assessed by the BLM. Periodically, the BLM may require the Company to pledge
additional cash as collateral or the Company may be allowed to remove
restrictions on this cash by completing its reclamation obligations, as the case
may be.
In July 2010, the Company posted a
reclamation bond of $240,805 pursuant to the Plan of Operations for its Blue
Nose limestone project, as required by the BLM to secure remediation costs if
the project is abandoned or closed. In December 2013, the Company submitted an
application to withdraw its Plan of Operations and to seek a refund from the BLM
of a portion of the Reclamation Bond. In January 2014, the application was
approved and the Company received $219,205 from the BLM as a partial refund of
the Reclamation Bond. The Company must complete certain reclamation work for the
$21,600 balance to be released, but may leave the bond in place for future
exploration programs, even if such reclamation work is completed.
12
INFRASTRUCTURE MATERIALS CORP.
Condensed
Notes to Interim Consolidated Financial Statements
September 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
7. |
Plant and Equipment, Net |
Plant and equipment are recorded at
cost less accumulated depreciation. Depreciation is provided commencing in the
month following acquisition using the following annual rate and method:
|
Computer equipment |
30% |
declining balance method
|
|
Office furniture and fixtures |
20% |
declining balance method |
|
Plant and Machinery |
15% |
declining balance method |
|
Tools |
25% |
declining balance method |
|
Vehicles |
20% |
declining balance method |
|
Consumables |
50% |
declining balance method |
|
Molds |
30% |
declining balance method |
|
Mobile Equipment |
20% |
declining balance method |
|
Factory Buildings |
5% |
declining balance method
|
|
|
|
September 30, 2015 |
|
|
June 30, 2015 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
Accumulated |
|
|
|
|
Cost |
|
|
Depreciation |
|
|
Cost |
|
|
Depreciation |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer equipment |
|
25,729 |
|
|
20,462 |
|
|
25,729 |
|
|
20,031 |
|
|
Office, furniture and fixtures |
|
3,623 |
|
|
3,007 |
|
|
3,623 |
|
|
2,977 |
|
|
Plant and Machinery |
|
1,514,511 |
|
|
1,166,874 |
|
|
1,514,511 |
|
|
1,153,332 |
|
|
Tools |
|
11,498 |
|
|
9,515 |
|
|
11,498 |
|
|
9,382 |
|
|
Vehicles |
|
48,280 |
|
|
40,742 |
|
|
48,280 |
|
|
40,343 |
|
|
Consumables |
|
64,197 |
|
|
64,069 |
|
|
64,197 |
|
|
64,049 |
|
|
Molds |
|
900 |
|
|
864 |
|
|
900 |
|
|
861 |
|
|
Mobile Equipment |
|
73,927 |
|
|
64,049 |
|
|
73,927 |
|
|
63,525 |
|
|
Factory Buildings |
|
74,849 |
|
|
27,862 |
|
|
74,849 |
|
|
27,265 |
|
|
|
|
1,817,514 |
|
|
1,397,444 |
|
|
1,817,514 |
|
|
1,381,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount |
|
|
|
|
420,070 |
|
|
|
|
|
435,749 |
|
|
Depreciation charges |
|
|
|
|
15,679 |
|
|
|
|
|
74,421 |
|
During the three-months ended September
30, 2015, the Company recorded depreciation expense of $15,679. During the
twelve months ended June 30, 2015, the Company recorded depreciation expense of
$74,421.
13
INFRASTRUCTURE MATERIALS CORP.
Condensed
Notes to Interim Consolidated Financial Statements
September 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
On July 3, 2014, the Company borrowed
$70,000 from Mont Strategies Inc. (Mont Strategies), a company that is owned
and controlled by a member of the Companys Board of Directors. This loan was
made pursuant to a demand promissory note that bears interest at 4 percent (4%)
per annum and may also be prepaid by the Company at any time without penalty. If
the Company fails to make payment within five business days of demand by Mont
Strategies, the promissory note will bear interest at ten percent (10%) per
annum. The Company intends to use the proceeds of the promissory note for
working capital. For the year ended June 30, 2015, the Company recorded interest
expense of $2,784 for this promissory note. For the three-month period ended
September 30, 2015, the Company recorded interest expense of $706 for this
promissory note.
On August 18, 2014, the Company
borrowed an additional $100,000 from Mont Strategies. This loan was made
pursuant to a demand promissory note that bears interest at 4 percent (4%) per
annum and may also be prepaid by the Company at any time without penalty. If the
Company fails to make payment within five business days of demand by Mont
Strategies, the promissory note will bear interest at ten percent (10%) per
annum. The Company intends to use the proceeds of the promissory note for
working capital. For the year ended June 30, 2015, the Company recorded interest
expense of $3,473 for this promissory note. For the three-month period ended
September 30, 2015, the Company recorded interest expense of $1,008 for this
promissory note.
On March 25, 2015, the Company entered
into a Standby Support Agreement (the Agreement) with Mont Strategies. The
Agreement contemplates that Mont Strategies will consider advancing loans to the
Company as the Company requests funding from time to time during the two-year
term of the Agreement. The Agreement does not obligate Mont Strategies to fund
such requests. Proceeds from these loans are used as working capital. Each loan
funded under the Agreement is evidenced by a separate demand promissory note
that bears simple interest at a rate of four percent (4%) per annum. The loans
may be repaid by the Company at any time without penalty, or upon demand by Mont
Strategies. If the Company fails to make payment on a promissory note issued
pursuant to the Agreement within five business days of demand by Mont
Strategies, such promissory note will bear interest at ten percent (10%) per
annum. The promissory notes are general obligations of the Company and not
secured. During the year ended June 30, 2015, the Company received loans in the
aggregate of $91,000 and recorded interest expense of $611. During the three
months ended September 30, 2015, the Company received loans in the aggregate of
$183,300 and recorded interest expense of $1,740.
14
INFRASTRUCTURE MATERIALS CORP.
Condensed
Notes to Interim Consolidated Financial Statements
September 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
9. |
Deferred Revenue, Investments, Other Income 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 SRCs
NL Extension Project (the NL Project) for total consideration of $350,000 cash
and 1,925,000 shares of IMMCs common stock (together, the Consideration). The
NL Project consists of 18 mineral claims located in Esmeralda County, Nevada,
approximately 6 miles southwest of Silver Peak, Nevada on Highway 47. Under the
terms of the Option Agreement, the Consideration is payable over a five-year
period that ended on September 15, 2015 and was extended to October 19, 2015,
with IMMIs interest in the NL Project vesting at the end of such period. Also
see Note 13, Commitments and Contingencies.
As of June 30, 2015, the Company had
received Consideration of $429,639, consisting of 1,575,000 shares of IMMC with
an initial fair market value of $179,639 that was recorded as Investments in the
Companys Consolidated Balance Sheets, and $250,000 in cash.
As of September 30, 2015, the Company
had received Consideration of $440,205, consisting of 1,925,000 shares of IMMC
with an initial fair market value of $190,205 that was recorded as Investments
in the Companys Consolidated Balance Sheets, and $250,000 in cash. Because
IMMIs interest in the NL Project vests at the end of the five-year period as
extend to October 19, 2015 and since the final cash payment, in the amount of
$100,000, was not received until after September 30, 2015 (See Note 15), this
Consideration is accounted for in the Consolidated Balance Sheets as Deferred
Revenue.
IMMC common shares were traded in
Canada on the TSX Venture Exchange (the Exchange). Pursuant to the Exchanges
policies, IMMCs common shares encountered a trading halt on December 24, 2013,
when IMMC announced a proposed change in business/reverse take-over. The trading
halt continues to date. The Company considered these investments as marketable
during the year ended June 30, 2014 and recorded an other-than-temporary
impairment of $122,511 in the value of these securities that was reclassified to
net loss during the year ended June 30, 2014. This loss included $17,468
representing the decline in the market value of the securities for the year
ended June 30, 2014.
In the absence of any trading of IMMC's
common shares on the Exchange as a result of the ongoing trading halt for the
three-month period, the Companys determination of fair value was based on the
best information available in the circumstances, and incorporates managements
own assumptions and involves a significant degree of judgment, taking into
consideration a combination of internal and external factors. This investment is
valued taking into consideration any changes in key inputs and changes in
economic and other relevant conditions. No impairment loss or change in value of
securities has been recorded for the three- month period ended September 30,
2015.
15
INFRASTRUCTURE MATERIALS CORP.
Condensed
Notes to Interim Consolidated Financial Statements
September 30, 2015
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)
9. |
Deferred Revenue, Investments, Other Income and
Accumulated Other Comprehensive Loss
Contd |
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
Deferred |
|
|
|
|
|
Comprehensive |
|
|
|
|
Revenue |
|
|
Investments |
|
|
Loss |
|
|
Balance as of July 1, 2014
|
$ |
346,836
|
|
$ |
44,325 |
|
$ |
- |
|
|
Consideration received during the year
ended June 30, 2015 |
|
82,803 |
|
|
12,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2015 |
$ |
429,639 |
|
$ |
57,128 |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration received during the period
ending September 30, 2015 |
|
10,566 |
|
|
10,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2015 |
$ |
440,205 |
|
$ |
67,694 |
|
$ |
- |
|
10. |
Asset Retirement
Obligation |
The Company is required to recognize a
liability for its legal obligation to perform reclamation and disturbance
monitoring activities once any of its projects are abandoned or closed. Although
these activities are conditional upon future events, the Company is required to
make a reasonable estimate of the fair value of the liability. At the end of
each reporting period, asset retirement obligations ("ARO") are equal to the
present value of all estimated future costs required to remediate any ground
disturbances that exist as of the end of the period, using discount rates
applicable at the time of initial recognition of each component of the
liability. A liability for an ARO may be incurred over more than one reporting
period if the events that create the obligation occur over more than one
reporting period. Any incremental liability incurred in a subsequent reporting
period shall be considered to be an additional layer of the original liability.
Each layer shall be initially measured at fair value. Included in this liability
are the costs of reclamation and monitoring and maintenance costs. A discount
rate of 10% was determined to be applicable.
Based on the existing level of ground
disturbance and monitoring requirements and assuming payments made over a
one-year period, the Company decreased its estimate of the present value of its
asset retirement obligation as of June 30, 2014 to $19,636, resulting in a
credit of $9,572 to its Consolidated Statements of Operations. Determination of
the undiscounted ARO and the timing of these obligations were based on internal
estimates using information currently available and existing regulations. The
Companys entire ARO relates to its Blue Nose project.
|
Balance as of June 30, 2014 |
$ |
19,636 |
|
|
Accretion for the year ended June 30, 2015 |
|
1,964
|
|
|
|
|
|
|
|
Balance as of June 30, 2015 and September 30, 2015 |
$ |
21,600 |
|
16
INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to
Interim Consolidated Financial Statements
September 30, 2015
(Amounts
expressed in US Dollars)
(Unaudited-Prepared by Management)
11. |
Issuance of Common Shares and
Warrants |
Common Shares:
Three-month period ended September
30, 2015
There were no securities issued during
this three-month period.
Year ended June 30, 2015
There were no securities issued during
this twelve-month period.
12. |
Stock Based Compensation |
In April 2006, the Board of Directors
approved the Companys 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 Companys 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 Companys Amended Stock Option Plan (the
Amended Plan). The Amended Plan replaced the Companys 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 Companys Common Shares at the fair market
value of the stock on the date of grant, (b) options may have a term of up to 10
years, (c) the Company may issue options in a number up to a maximum of 10% of
the outstanding Common Shares, and (d) outstanding stock options previously
granted pursuant to the 2006 Stock Option Plan will remain in effect and be
exercisable in accordance with, and be deemed to be issued under, the terms of
the Amended Plan. It is expected that options issued pursuant to the Amended
Plan will not be qualified options under the provisions of section 422 of the
Internal Revenue Code of 1986 as amended from time to time.
At the annual meeting of shareholders
on July 16, 2013, the shareholders of the Company approved the Companys 2013
Amended Stock Option Plan (the Current Stock Option Plan). The Current Stock
Option Plan amends and restates in its entirety the 2011 Amended Plan. The
Current Stock Option Plan effected minor technical clarifications to the 2011
Amended Plan and did not materially change its terms.
17
INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to
Interim Consolidated Financial Statements
September 30, 2015
(Amounts
expressed in US Dollars)
(Unaudited-Prepared by Management)
12. |
Stock Based
Compensation-Contd |
Three-month period ended September 30, 2015
No options were granted pursuant to the Current Stock Option
Plan during the three-month period ended September 30, 2015.
Year ended June 30, 2015
No options were granted pursuant to the Current Stock Option
Plan during the year ended June 30, 2015.
The following table summarizes the options outstanding at
September 30, 2015:
Outstanding at June 30, 2015 (audited)
|
8,625,000 |
Granted |
- |
Expired |
- |
Exercised |
- |
Forfeited |
- |
Cancelled |
- |
Outstanding at September 30, 2015 |
8,625,000 |
Exercisable at September 30,
2015 |
8,625,000 |
13. |
Commitments and
Contingencies |
On August 1, 2006, the Company acquired
the Pansy Lee Project from Anglo Gold Mining Inc. in exchange for 1,850,000
Common Shares pursuant to an asset purchase agreement dated August 1, 2006 (the
Pansy Lee Purchase Agreement). Pursuant to the Pansy Lee Purchase Agreement, 8
of the 12 claims in this project are subject to a net smelter royalty. In the
event that any one or more of these 8 claims enters into production, any revenue
generated is subject to a 2% net smelter return royalty where net smelter
returns are based upon gross revenue less deductions as provided in the Pansy
Lee Purchase Agreement.
On May 30, 2008, the Company entered
into an agreement (the Harting Lease Agreement) with Ovidia Harting
(Harting) to lease two patented claims covering approximately 35 acres in
Esmeralda County, Nevada. The Harting Lease Agreement has a renewable term of 10
years and permits the Company to explore the area covered by the patented
claims. The Harting Lease Agreement provides for annual payments of $1,000 per
claim to Harting and also requires that the Company pay the real estate taxes
imposed by Esmeralda County on the property. In the event that one or both of
these claims enters into production, any revenue generated is subject to a 3%
net smelter return royalty to be calculated and paid to Harting within 45 days
after the end of each calendar quarter. The Company may terminate the Harting
Lease Agreement at any time by giving 60 days advance written notice to
Harting.
18
INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to
Interim Consolidated Financial Statements
September 30, 2015
(Amounts
expressed in US Dollars)
(Unaudited-Prepared by Management)
13. |
Commitments and Contingencies
Contd |
On November 30, 2009, IMC US entered
into a mineral rights agreement with Perdriau Investment Corp. (Perdriau) to
purchase 50% of the mineral rights, including all easements, rights of way and
appurtenant rights of any type that run with the mineral rights in certain
sections of Elko County, Nevada (the Perdriau Property). The purchase price
was $10 per net acre. IMC US purchased 340 net acres for a total purchase price
of $3,400. In the event that the Perdriau Property becomes a producing property,
Perdriau will be entitled to receive a royalty of $0.25 per ton for material
mined and removed from the Perdriau Property.
On January 15, 2010, IMC US entered
into a mineral rights agreement with Eugene M. Hammond (the Hammond Mineral
Rights Agreement) pursuant to which the Company purchased a 25% interest in any
and all minerals extracted from 160 acres located in Elko County, Nevada (the
Hammond Mineral Rights Property) that is covered by the Hammond Mineral Rights
Agreement. The purchase price was $400. In the event that the Hammond Mineral
Rights Property becomes a producing property, Eugene M. Hammond is entitled to
receive a royalty of $0.125 per ton on material mined and removed from the
Hammond Mineral Rights Property. The Hammond Mineral Rights Agreement does not
cover petroleum.
On February 25, 2011, SRC entered into
an option and joint venture agreement (the IMMI Option Agreement) with
International Millennium Mining Inc. (IMMI), a wholly owned subsidiary of
International Millennium Mining Corp. (IMMC), to sell an 85% interest in SRCs
NL Extension Project (the NL Project) for total consideration of $350,000 cash
and 1,925,000 shares of IMMCs 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 IMMIs interest in the NL
Project vesting at the end of such period. In the event of early termination of
the IMMI Option Agreement, 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
IMMIs 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 SRCs acquisition
of a 15% interest in the IMMI Project, SRC and IMMI would enter into a joint
venture agreement.
Effective February 29, 2012, SRC
entered into a mineral lease agreement (the Gumaskas Agreement) with Joseph W.
Gumaskas (Gumaskas) to lease a patented claim covering approximately 10 acres
(the Claim) in Mineral County, Nevada. Unless terminated earlier by SRC, the
term of the Gumaskas Agreement is ten years and will automatically renew on the
same terms and conditions for additional five-year periods. The Gumaskas
Agreement requires SRC to pay Gumaskas advance minimum royalty payments of $500
annually. In the event that the Claim becomes a producing claim, SRC will pay
Gumaskas a 3% royalty based upon gross revenue less deductions as permitted by
the Gumaskas Agreement. SRC may terminate the Gumaskas Agreement at any time by
giving 60 days advance written notice to Gumaskas.
19
INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to
Interim Consolidated Financial Statements
September 30, 2015
(Amounts
expressed in US Dollars)
(Unaudited-Prepared by Management)
13. |
Commitments and Contingencies
Contd |
Effective as of June 23, 2008, the
Company appointed Mason Douglas as the President of the Company. Mr. Douglas is
also a director of the Company. In connection with the appointment, the Company
entered into a consulting services agreement with a Canadian corporation that is
controlled by Mr. Douglas (the Consulting Agreement). The Consulting Agreement
has a term of one year and is then automatically renewable. Either party may
terminate the Consulting Agreement upon 90 days notice to the other party.
According to the terms of the Consulting Agreement, as amended effective March
1, 2012, the Company pays a monthly fee of $10,417 and reimburses related
business expenses. The Consulting Agreement permits Mr. Douglas to fulfill his
duties for the Company from his office in Canada. Mr. Douglas does not receive a
salary from the Company. Effective October 1, 2012, the Company appointed Mr.
Douglas to also serve as its Chief Executive Officer. In connection with this
appointment, the Consulting Agreement was amended to increase the consulting fee
to $155,000 annually, payable in 12 equal monthly installments. By mutual
agreement between the Company and Mr. Douglas, effective as of March 1, 2013,
the consulting fee was changed to an annual rate of $93,000, payable in 12 equal
monthly installments.
On April 23, 2013, the Company received
a summons from the United States District Court, District of Nevada, naming the
Company as a co-defendant in a lawsuit filed by the U.S. Attorney on behalf of
the BLM seeking reimbursement for the cost of putting out a fire that occurred
on May 8, 2008, and other non-quantified damages. The fire damaged approximately
451 acres of land administered by the BLM near Dayton, Nevada. The lawsuit
alleged that the cost of putting out the fire was approximately $510,000. The
Company denied any responsibility for the fire and notified its liability
insurance carrier, which retained counsel to defend the Company. In July 2014,
the Company, along with the other parties to the lawsuit, agreed to settle all
relevant claims for $220,000, which is well below the limits of coverage
provided by the Companys liability insurance policy. The Company has accrued
$5,000 for these claims, which is equal to the Companys deductible on the
relevant liability insurance policy.
On May 16, 2014, SRC completed the
purchase of three patented claims covering approximately 59 acres (the
Property) situated in Mineral County, Nevada, from Ralph L. Buhrman and
Jacqueline Buhrman (together, the Buhrmans). The Property was acquired for a
total of $90,000 pursuant to an Exploration License with Option to Purchase (the
Buhrman Agreement) dated as of May 15, 2012. Mineral production from the
Property is subject to a 2% royalty payable to the Buhrmans based upon gross
revenues less deductions as defined by the Buhrman Agreement. SRC has the
exclusive right and option to purchase such royalty at any time for the sum of
$1,000,000 less any payments previously made by SRC to the Buhrmans pursuant to
such royalty.
Maintaining Claims in Good
Standing
The Company is required to pay to the
BLM on or before September 1st of each year, a fee in the amount of
$155 per mineral claim held by the Company. The total amount paid in August
2015, was $50,840 for 328 claims held by the Company at that date. The BLM fee
for the 18 NL Project claims held by the Company was paid by IMMI pursuant to
the IMMI Option Agreement described above.
The Company is also required to pay on
or before November 1st of each year, annual fees to counties in
Nevada in which the claims are held. In October 2015, the Company paid $3,476 to
six counties in Nevada for annual claims-related
fees. The annual county fee for the 18 NL Project claims held by the Company was
paid by IMMI pursuant to the IMMI Option Agreement described above.
20
INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to
Interim Consolidated Financial Statements
September 30, 2015 (Amounts
expressed in US Dollars)
(Unaudited-Prepared by Management)
13. |
Commitments and Contingencies
Contd |
The Company also holds certain patented
claims and leases other patented claims in Nevada. A patented claim is fee
simple title to the property. Patented claims are subject to taxes assessed by
the local community based on assessment rates set annually.
14. |
Related Party Transactions |
There are no amounts owed to or from
related parties as of September 30, 2015, except as discussed in Note 8, Notes
Payable. As of June 30, 2015, the Company was owed $967 by a member of the
Companys Board of Directors for expenses advanced on behalf of the director.
There are no other amounts owed to or from related parties as of June 30, 2015,
except as discussed in Note 8, Notes Payable.
The following transactions were
undertaken in the normal course of operations and are measured at the exchange
amount, which is the amount of consideration established and agreed to by the
Company and the related parties.
Three-months ended September 30,
2015
A corporation owned and operated by
Mason Douglas, the Companys President and Chief Executive Officer and also a
member of the Companys Board of Directors, received $23,250 for his services
for the three-months ended September 30, 2015.
The Company recorded interest expense
of $3,454 for the three-months ended September 30, 2015, pursuant to promissory
notes issued to a corporation that is owned and controlled by a member of the
Companys Board of Directors, Todd Montgomery. Also see Note 8 Notes Payable.
Key management personnel are those
persons that have the authority and responsibility for planning, directing and
controlling the activities of the Company, directly or indirectly. Key
management personnel of the Company include executive officers, other senior
members of the management team, and the Board of Directors. The compensation
paid or payable to key management personnel, or to companies in common with key
management personnel, for services provided as detailed above for the
three-months ended September 30, 2015 was:
Compensation (fees)
|
$ |
23,250 |
|
|
|
|
|
Interest expense |
$ |
3,454 |
|
21
INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to
Interim Consolidated Financial Statements
September 30, 2015
(Amounts
expressed in US Dollars)
(Unaudited-Prepared by Management)
14. |
Related Party
Transactions-Contd |
Three-months ended September 30,
2014
A corporation owned and operated by
Mason Douglas, the Companys President and Chief Executive Officer and also a
member of the Companys Board of Directors, received $23,250 for his services
for the three-months ended September 30, 2014.
The Company recorded interest expense
of $1,172 for the three-months ended September 30, 2014, pursuant to promissory
notes issued to a corporation that is owned and controlled by a member of the
Companys Board of Directors, Todd Montgomery. Also see Note 8 Notes Payable.
Key management personnel are those
persons that have the authority and responsibility for planning, directing and
controlling the activities of the Company, directly or indirectly. Key
management personnel of the Company include executive officers, other senior
members of the management team, and the Board of Directors. The compensation
paid or payable to key management personnel, or to companies in common with key
management personnel, for services provided as detailed above for the
three-months ended September 30, 2014 was:
Compensation (fees)
|
$ |
23,250 |
|
|
|
|
|
Interest expense |
$ |
1,172 |
|
The Company had received 350,000 shares
of IMMCs common stock on September 9, 2015, pursuant to the option agreement
between SRC and IMMI, IMMCs wholly owned subsidiary, as further described in
Note 13, Commitments and Contingencies. On October 14, 2015, the Company
received the final cash payment of $100,000.
22
Item 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION |
Our name is Infrastructure Materials Corp. and we sometimes
refer to ourselves in this report as Infrastructure Materials or
Infrastructure, or the Company or as we, our, or us.
Forward-Looking Statements
Except for historical information, this report contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements involve risks and uncertainties, including, among
other things, statements regarding our business strategy, exploration strategy,
future revenues and anticipated costs and expenses. Such forward-looking
statements include, among others, those statements including the words
expects, anticipates, intends, believes and similar language. Our actual
results may differ significantly from those projected in the forward-looking
statements. Factors that might cause or contribute to such differences include,
but are not limited to, those discussed herein as well as in the RISK FACTORS
section herein. You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to publicly release any revisions to the forward-looking
statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements.
FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2015
PLAN OF OPERATIONS
We will require additional capital to continue our operations
and implement further exploration and possible development of our projects. We
have limited cash to fund operations and have taken steps to reduce our
operating costs. In March 2015 the Company entered into a Standby Support
Agreement (the Agreement) with Mont Strategies Inc., a company that is owned
and controlled by a member of the Companys Board of Directors. Pursuant to the
Agreement, Mont Strategies Inc. may, but is not obligated to, provide funding to
the Company to maintain operations. The Agreement has a two-year term and
contemplates funding backed by demand promissory notes bearing interest at a
rate of four percent (4%) per annum.
Discussion of Operations and Financial Condition
Three-Month Period ended September 30, 2015
The Company has not yet realized revenues from its planned
operations. Given the present unfavorable climate for raising capital for
mineral exploration, the Company has halted its exploration efforts but will
continue to maintain its mineral interests and milling facility. The Company has
incurred a cumulative loss of $25,137,696 from inception to September 30, 2015.
We expect our operating losses to continue. Our efforts to raise capital and
monetize assets are our priority.
23
Corporate Structure
The following diagram illustrates the Companys present
structure and ownership of its mineral properties and Milling Facility:
Exploration of the Companys precious metals properties held by
our wholly owned subsidiary, Silver Reserve Corp. (SRC), was most recently
focused on the Clay Peters Project. Management believes that the Clay Peters
Project, as well as the Silver Queen and Klondyke Projects, currently provide
the best opportunity for development of resources that could go to production.
The Company is also considering joint venture opportunities with third parties
to further explore and develop, if warranted, those properties.
The Company also continues to look for joint venture
opportunities that would fund efforts to develop mineral deposits of other
commodities in high demand or which we anticipate will be in high demand in the
future. We continue to believe that the United States federal government will
embark on major infrastructure expenditures in the next 10 years. Though we have
been disappointed that these investments have not come sooner, when significant
infrastructure investment does occur, we believe it will create a demand for
cement that will exceed the current sources of supply in certain areas of the
United States. Because cement is made from limestone, we believe our Blue Nose
and Morgan Hill limestone projects provide significant potential for filling an
anticipated increased demand for cement in the States of Nevada, California,
Utah, Idaho and Arizona.
The Company is also looking for opportunities to monetize its
Red Rock milling facility that is located on six mill site claims covering 30
acres of land in Mina, Nevada, as well as non-essential mineral projects. With
the Red Rock mill at its current permitting stage and given its components and
processing capacities, we believe that we have the potential to either sell the
mill or enter into leasing arrangements. The Company intends to use any funds
realized from these efforts towards meeting its operating overhead and further
exploration of its mineral claims, if possible.
24
Stock Based Compensation
In July of 2011, the shareholders of the Company approved an
amendment and restatement of the Companys 2006 Stock Option Plan. This amended
and restated stock option plan is referred to herein as the 2011 Amended Plan.
The purpose of the 2011 Amended Plan was to enhance the Company's stockholder
value and financial performance by attracting, retaining and motivating the
Company's officers, directors, key employees and consultants and to encourage
stock ownership by such individuals by providing them with a means to acquire a
proprietary interest in the Company's success through stock ownership.
The material terms of the 2011 Amended Plan include (a)
officers, directors, employees and consultants who provide services to the
Company may be granted options to acquire Common Shares of the Company at the
fair market value of the stock on the date of grant, (b) options may have a term
of up to 10 years, (c) the Company may issue options in a number up to a maximum
of 10% of the outstanding Common Shares, and (d) outstanding stock options
previously granted pursuant to the 2006 Stock Option Plan will remain in effect
and be exercisable in accordance with, and be deemed to be issued under, the
terms of the 2011 Amended Plan. It was expected that options issued pursuant to
the 2011 Amended Plan would not be qualified options under the provisions of
section 422 of the Internal Revenue Code of 1986, as amended from time to time.
At the annual meeting of shareholders on July 16, 2013, the
shareholders of the Company approved the Companys 2013 Amended Stock Option
Plan (the Current Stock Option Plan), which amends and restates in its
entirety the 2011 Amended Plan. The Current Stock Option Plan effected minor
technical clarifications to the 2011 Amended Plan and did not materially change
its terms.
SELECTED FINANCIAL INFORMATION
|
|
Three months |
|
|
Three months |
|
|
|
ended |
|
|
ended |
|
|
|
September 30, 2015 |
|
|
September 30, 2014 |
|
|
|
|
|
|
|
|
Revenues |
|
Nil |
|
|
Nil |
|
Net (Loss) |
|
($191,566 |
) |
|
($180,418 |
) |
(Loss) per share-basic and
diluted |
|
(0.001 |
)
|
|
(0.001 |
)
|
|
|
As of |
|
|
As of |
|
|
|
September 30, 2015 |
|
|
June 30, 2015 |
|
|
|
|
|
|
|
|
Total Assets |
$ |
612,064 |
|
$ |
586,953 |
|
Total Liabilities |
$ |
992,299 |
|
$ |
775,622 |
|
Cash dividends declared per
share |
|
Nil |
|
|
Nil |
|
Total assets as of September 30, 2015, include cash and cash
equivalents of $8,817, investments of $67,694, prepaid expenses and other
receivables of $41,883, restricted cash of $52,000, reclamation deposits of
$21,600, and plant and equipment of $420,070, net of depreciation. As of June
30, 2015, total assets include cash and cash equivalents of $5,666, investments
of $57,128, prepaid expenses and other receivables of $14,810, restricted cash
of $52,000, reclamation deposits of $21,600, and plant and equipment of
$435,749, net of depreciation.
25
The revenues and net loss (unaudited) of the Company for the
quarter ended September 30, 2015 as well as the seven quarterly periods
completed immediately prior thereto are set out below:
|
|
For the |
|
|
For the |
|
|
For the |
|
|
For the |
|
|
For the |
|
|
For the |
|
|
For the |
|
|
For the |
|
|
|
three months |
|
|
three months |
|
|
three months |
|
|
three months |
|
|
three months |
|
|
three months |
|
|
three months |
|
|
three months |
|
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
|
September |
|
|
June |
|
|
March |
|
|
December |
|
|
September |
|
|
June |
|
|
March |
|
|
December |
|
|
|
2015 |
|
|
2015 |
|
|
2015 |
|
|
2014 |
|
|
2014 |
|
|
2014 |
|
|
2014 |
|
|
2013 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
Nil |
|
|
Nil |
|
|
Nil |
|
|
Nil |
|
|
Nil |
|
|
Nil |
|
|
Nil |
|
|
Nil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
(191,566 |
) |
|
(140,906 |
) |
|
(134,201 |
) |
|
(123,946 |
) |
|
(180,418 |
) |
|
(314,420 |
) |
|
(162,934 |
) |
|
(157,933 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per Weighted
Average Number of Shares Outstanding
-Basic and Fully Diluted |
|
(0.001 |
) |
|
(0.002 |
) |
|
(0.001 |
) |
|
(0.001 |
) |
|
(0.001 |
) |
|
(0.002 |
) |
|
(0.001 |
) |
|
(0.001 |
)
|
Revenues
No revenue was generated by the Companys operations during the
three-month periods ended September 30, 2015 and September 30, 2014. The Company
has not yet realized any revenue from its operations.
Net Loss
The Companys 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 (U.S. GAAP), all
mineral property acquisition and exploration costs are expensed as incurred.
Mineral property acquisition costs are initially capitalized in accordance with
ASC 805-20-55-37, previously referenced as the FASB Emerging Issues Task Force
("EITF") Issue 04-2. The Company assesses the carrying costs for impairment
under ASC 930 at each fiscal quarter end. The Company has determined that all
property payments are impaired and accordingly the Company has written off the
acquisition costs. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property are capitalized. For the purpose of
preparing financial information, all costs associated with a property that has
the potential to add to the Company's proven and probable reserves are expensed
until a final feasibility study demonstrating the existence of proven and
probable reserve is completed. No costs have been capitalized in the periods
covered by these financial statements. Once capitalized, such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve.
The significant components of expense that have contributed to
the total operating expense are discussed as follows:
26
(a) General and Administration Expense
Included in operating expenses for the three-month period ended
September 30, 2015, is general and administration expense of $94,200 as compared
with $99,602 for the three-month period ended September 30, 2014. General and
administration expense consists of professional, consulting, office and general
and other miscellaneous costs. General and administration expense represents
approximately 50% of the total operating expense for the three-month period
ended September 30, 2015 and 56% of the total operating expenses for the
three-month period ended September 30, 2014. General and administration expense
decreased by $5,402 in the current three-month period, as compared to the
similar three-month period for the prior year.
(b) Project Expense
During the three-month period ended September 30, 2015, project
expense was $78,233 as compared to $60,937 for the three-month period ended
September 30, 2014. Project expense represents approximately 42% of the total
operating expenses for the three-month period ended September 30, 2015 and
approximately 34% of the total operating expenses for the three-month period
ended September 30, 2014. Project expense increased by $17,296 during the
three-month period ended September 30, 2015.
Liquidity and Capital Resources
The following table summarizes the Companys cash flow and cash
in hand for the three-month periods:
|
|
September 30, 2015 |
|
|
September 30, 2014 |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
8,817 |
|
$ |
210,421
|
|
Working capital (deficit) |
$ |
(852,305 |
) |
$ |
86,087 |
|
Cash (used) in operating
activities |
$ |
(180,149 |
)
|
$ |
(203,326 |
)
|
Cash provided by investing activities |
$ |
- |
|
$ |
80,900 |
|
Cash provided by financing
activities |
$ |
183,300
|
|
$ |
170,000
|
|
As of September 30, 2015, the Company had working capital
deficit of $852,305 as compared to working capital of $86,087 as of September
30, 2014. The deficit in working capital as of September 30, 2015 is primarily a
result of deferred revenue of $440,205 which is realized subsequent to September
30, 2015.
Off-Balance Sheet Arrangements
The Company had no off-balance sheet arrangements as of
September 30, 2015 and September 30, 2014.
27
Contractual Obligations and Commercial Commitments
On August 1, 2006, the Company acquired the Pansy Lee Project
from Anglo Gold Mining Inc. in exchange for 1,850,000 Common Shares pursuant to
an asset purchase agreement dated August 1, 2006 (the Pansy Lee Purchase
Agreement). Pursuant to the Pansy Lee Purchase Agreement, 8 of the 12 claims in
this project are subject to a net smelter royalty. In the event that any one or
more of these 8 claims enters into production, any revenue generated is subject
to a 2% net smelter return royalty where net smelter returns are based upon
gross revenue less deductions as provided in the Pansy Lee Purchase
Agreement.
On May 30, 2008, the Company entered into an agreement (the
Harting Lease Agreement) with Ovidia Harting (Harting) to lease two patented
claims covering approximately 35 acres in Esmeralda County, Nevada. The Harting
Lease Agreement has a renewable term of 10 years and permits the Company to
explore the area covered by the patented claims. The Harting Lease Agreement
provides for annual payments of $1,000 per claim to Harting and also requires
that the Company pay the real estate taxes imposed by Esmeralda County on the
property. In the event that one or both of these claims enters into production,
any revenue generated is subject to a 3% net smelter return royalty to be
calculated and paid to Harting within 45 days after the end of each calendar
quarter. The Company may terminate the Harting Lease Agreement at any time by
giving 60 days advance written notice to Harting.
On November 30, 2009, IMC US entered into a mineral rights
agreement with Perdriau Investment Corp. (Perdriau) to purchase 50% of the
mineral rights, including all easements, rights of way and appurtenant rights of
any type that run with the mineral rights in certain sections of Elko County,
Nevada (the Perdriau Property). The purchase price was $10 per net acre. IMC
US purchased 340 net acres for a total purchase price of $3,400. In the event
that the Perdriau Property becomes a producing property, Perdriau will be
entitled to receive a royalty of $0.25 per ton for material mined and removed
from the Perdriau Property.
On January 15, 2010, IMC US entered into a mineral rights
agreement with Eugene M. Hammond (the Hammond Mineral Rights Agreement)
pursuant to which the Company purchased a 25% interest in any and all minerals
extracted from 160 acres located in Elko County, Nevada (the Hammond Mineral
Rights Property) that is covered by the Hammond Mineral Rights Agreement. The
purchase price was $400. In the event that the Hammond Mineral Rights Property
becomes a producing property, Eugene M. Hammond is entitled to receive a royalty
of $0.125 per ton on material mined and removed from the Hammond Mineral Rights
Property. The Hammond Mineral Rights Agreement does not cover petroleum.
28
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 SRCs NL Extension Project
(the NL Project) for total consideration of $350,000 cash and 1,925,000 shares
of IMMCs 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 IMMIs interest in the NL Project vesting at the end
of such period. In the event of early termination of the IMMI Option Agreement,
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 IMMIs 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 SRCs acquisition of a 15% interest in the
IMMI Project, SRC and IMMI would enter into a joint venture agreement. See also
Subsequent Events.
Effective February 29, 2012, SRC entered into a mineral lease
agreement (the Gumaskas Agreement) with Joseph W. Gumaskas (Gumaskas) to
lease a patented claim covering approximately 10 acres (the Claim) in Mineral
County, Nevada. Unless terminated earlier by SRC, the term of the Gumaskas
Agreement is ten years and will automatically renew on the same terms and
conditions for additional five-year periods. The Gumaskas Agreement requires SRC
to pay Gumaskas advance minimum royalty payments of $500 annually. In the event
that the Claim becomes a producing claim, SRC will pay Gumaskas a 3% royalty
based upon gross revenue less deductions as permitted by the Gumaskas Agreement.
SRC may terminate the Gumaskas Agreement at any time by giving 60 days advance
written notice to Gumaskas.
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, payable in 12 equal
monthly installments.
29
On April 23, 2013, the Company received a summons from the
United States District Court, District of Nevada, naming the Company as a
co-defendant in a lawsuit filed by the U.S. Attorney on behalf of the BLM
seeking reimbursement for the cost of putting out a fire that occurred on May 8,
2008, and other non-quantified damages. The fire damaged approximately 451 acres
of land administered by the BLM near Dayton, Nevada. The lawsuit alleged that
the cost of putting out the fire was approximately $510,000. The Company denied
any responsibility for the fire and notified its liability insurance carrier,
which retained counsel to defend the Company. In July 2014, the Company, along
with the other parties to the lawsuit, agreed to settle all relevant claims for
$220,000, which is well below the limits of coverage provided by the Companys
liability insurance policy. The Company has accrued $5,000 for these claims,
which is equal to the Companys deductible on the relevant liability insurance
policy.
On May 16, 2014, SRC completed the purchase of three patented
claims covering approximately 59 acres (the Property) situated in Mineral
County, Nevada, from Ralph L. Buhrman and Jacqueline Buhrman (together, the
Buhrmans). The Property was acquired for a total of $90,000 pursuant to an
Exploration License with Option to Purchase (the Buhrman Agreement) dated as
of May 15, 2012. Mineral production from the Property is subject to a 2% royalty
payable to the Buhrmans based upon gross revenues less deductions as defined by
the Buhrman Agreement. SRC has the exclusive right and option to purchase such
royalty at any time for the sum of $1,000,000 less any payments previously made
by SRC to the Buhrmans pursuant to such royalty.
Maintaining Claims in Good Standing
The Company is required to pay to the BLM on or before
September 1st of each year, a fee in the amount of $155 per mineral
claim held by the Company. The total amount paid in August 2015, was $50,840 for
328 claims held by the Company at that date. The BLM fee for the 18 NL Project
claims held by the Company was paid by IMMI pursuant to the IMMI Option
Agreement described above.
The Company is also required to pay on or before November
1st of each year, annual fees to counties in Nevada in which the
claims are held. In October 2015, the Company paid $3,476 to six counties in
Nevada for annual claims-related fees. The annual county fee for the 18 NL
Project claims held by the Company was paid by IMMI pursuant to the IMMI Option
Agreement described above.
The Company also holds certain patented claims and leases other
patented claims in Nevada. A patented claim is fee simple title to the property.
Patented claims are subject to taxes assessed by the local community based on
assessment rates set annually.
30
Cash Requirements
At September 30, 2015, the Company had cash and cash
equivalents of $8,817, investments of $67,694 and prepaid expenses and other
receivables of $41,883 for total current assets of $118,394.
Given the present unfavorable climate for raising capital for
mineral exploration, the Company has halted its exploration efforts. The Company
is investigating all of its options in light of current market conditions in the
capital markets. During the twelve- month period ending September 30, 2016, the
Company expects to incur approximately $75,000 of Project Expenses, generally to
maintain its mineral interests and milling facility. Our ability to incur
Project Expenses is subject to our having adequate funds. The Company has no
firm commitment for additional financing and may not be able to incur all of the
Project and General and Administration Expenses planned in the current fiscal
year unless additional capital is raised. In March 2015 the Company entered into
a Standby Support Agreement (the Agreement) with Mont Strategies Inc., a
company that is owned and controlled by a member of the Companys Board of
Directors. Pursuant to the Agreement, Mont Strategies Inc. may, but is not
obligated to, provide funding to the Company to maintain operations. The
Agreement has a two-year term and contemplates funding backed by demand
promissory notes bearing interest at a rate of four percent (4%) per annum.
Subsequent Events
The Company had received 350,000 shares of IMMCs common stock
on September 9, 2015, pursuant to the option agreement between SRC and IMMI,
IMMCs wholly owned subsidiary, as further described in Note 13, Commitments and
Contingencies. On October 14, 2015, the Company received the final cash payment
of $100,000.
Item 3. |
Quantitative and Qualitative Disclosures
About Market Risk |
Not Applicable.
31
Item 4. |
Controls and Procedures
|
CONTROLS AND PROCEDURES
Based on an evaluation, conducted by our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures as required by Exchange Act
Rule 13a-15(e), they concluded that our disclosure controls and procedures were
effective as of September 30, 2015, to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act
are:
|
1. |
recorded, processed, summarized and reported within the
time periods specified by the SEC's rules and forms, and |
|
|
|
|
2. |
accumulated and communicated to management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required
disclosure. |
Management believes that potential weaknesses in the Companys
internal controls may arise as a result of a lack of segregation of duties and
the existence of related party transactions. Management has added compensating
controls to address the lack of segregation of duties and plans to add further
controls in the future. In connection with related party transactions,
management and the Board have required independent valuations prior to engaging
in related party transactions that are not in the ordinary course of business.
Management has no evidence of any breakdown in its internal controls and
continues to explore methods of reducing and minimizing the risk of a material
misstatement in the Companys financial statements.
Changes in Internal Controls
During the quarter ended September 30, 2015, there have been no
changes to the Companys internal controls over financial reporting that have
materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.
32
PART II OTHER INFORMATION
Item 1. |
Legal Proceedings |
On April 23, 2013, the Company received a summons from the
United State District Court, District of Nevada, naming the Company as a
co-defendant in a lawsuit filed by the U.S. Attorney on behalf of the Bureau of
Land Management (BLM) seeking reimbursement for the cost of putting out a fire
that occurred on May 8, 2008, and other non-quantified damages. The fire damaged
approximately 451 acres of land administered by the BLM near Dayton, Nevada. The
lawsuit alleged that the cost of putting out the fire was approximately
$510,000. The Company denied any responsibility for the fire and notified its
liability insurance carrier, which retained counsel to defend the Company. In
July 2014, the parties to the lawsuit, agreed to settle all relevant claims for
$220,000, which is well below the limits of coverage provided by the Companys
liability insurance policy The Company has accrued $5,000 for this claim, which
is equal to the Companys deductible on the relevant insurance policy.
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 Companys 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.
33
2. |
WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE
FURTHER EXPLORATION. |
We will require significant additional
financing in order to resume our exploration activities and our assessment of
the commercial viability of our properties. There can be no assurance that we
will be successful in our efforts to raise these required funds, or on terms
satisfactory to us. If we are unable to obtain additional financing, we will not
be able to continue our operations.
3. |
WE HAVE RECEIVED A GOING CONCERN COMMENT FROM OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, WHICH MAY NEGATIVELY IMPACT
OUR BUSINESS. |
Due to the fact that we are a mineral
exploration company and have no established source of revenues, the report from
Schwartz Levitsky Feldman LLP, our independent registered public accounting
firm, regarding our consolidated financial statements for the fiscal year ended
June 30, 2015, includes an explanatory paragraph stating that the financial
statements were prepared assuming we will continue as a going concern. The
existence of the going concern comment in our auditors report may make it
more difficult for us to obtain additional financing. In the event that we are
unable to raise additional capital, as to which there can be no assurance, we
may not be able to continue our operations.
4. |
WE HAVE NO RESERVES AND WE MAY FIND THAT OUR
PROPERTIES ARE NOT COMMERCIALLY VIABLE. |
Our properties do not contain reserves
in accordance with the definitions adopted by the Securities and Exchange
Commission, and there is no assurance that any exploration programs that we
undertake will establish reserves. All of our mineral properties are in the
exploration phase as opposed to the development phase and have no known body of
economic mineralization. The known mineralization at these projects has not yet
been determined, and may never be determined to be economic. We hope to conduct
further exploration activities on our properties, which future exploration may
include the completion of feasibility studies necessary to evaluate whether a
commercially mineable mineral exists on any of our properties. There is a
substantial risk that these exploration activities will not result in
discoveries of commercially recoverable quantities of minerals. Any
determination that our properties contain commercially recoverable quantities of
minerals may not be reached until such time that final comprehensive feasibility
studies have been concluded that establish that a potential mine is likely to be
economic. There is a substantial risk that any preliminary or final feasibility
studies carried out by us will not result in a positive determination that our
mineral properties can be commercially developed.
5. |
WE HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE
NO ASSURANCES WE WILL BE PROFITABLE IN THE
FUTURE. |
We have a history of operating losses,
expect to continue to incur losses, and may never be profitable. Further, we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements. We have incurred losses totaling $25,137,696 from
inception to September 30, 2015, and incurred losses of $191,566 during the
three-month period ended September 30, 2015. Further, we do not expect positive
cash flow from operations in the near term. There is no assurance that actual
cash requirements will not exceed our estimates.
34
6. |
BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES
INHERENT IN MINERAL EXPLORATION VENTURES AND CURRENT DETERIORATION IN
EQUITY MARKETS, WE FACE A HIGH RISK OF BUSINESS
FAILURE. |
Investors should be aware of the
difficulties normally encountered by mineral exploration companies and the high
rate of failure of such enterprises. Our prospects are further complicated by a
pronounced deterioration in equity markets and constriction in equity capital
available to finance and maintain exploration activities. Our likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of
mineral properties and the difficult economy and market volatility that we are
experiencing. Moreover, most exploration projects do not result in the discovery
of commercially mineable deposits.
7. |
OUR BUSINESS IS AFFECTED BY CHANGES IN COMMODITY
PRICES. |
Our ability to raise capital and
explore or monetize our properties is directly related to the market price of
certain minerals such as silver and limestone as well as the price and
availability of cement. The Company is negatively affected by the current
decline in commodity prices
8. |
THERE ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS
THAT COULD LIMIT YOUR ABILITY TO SELL YOUR
SHARES. |
Our common stock is considered a "penny
stock" and the sale of our stock by you will be subject to the "penny stock
rules" of the Securities and Exchange Commission. The penny stock rules require
broker-dealers to take steps before making any penny stock trades in customer
accounts. As a result, the market for our shares could be illiquid and there
could be delays in the trading of our stock which would negatively affect your
ability to sell your shares and could negatively affect the trading price of
your shares.
9. |
CURRENT LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE
IMPACTS. |
The capital and credit markets have
been experiencing volatility and disruption. If the current levels of market
disruption and volatility continue or worsen, there can be no assurance that the
Company will not experience adverse effects, which may be material. These
effects may include, but are not limited to, difficulties in raising additional
capital or debt and a smaller pool of investors and funding sources. There is
thus no assurance the Company will have access to the equity capital markets to
obtain financing when necessary or desirable.
10. |
WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE
FUTURE. |
We have never declared or paid a
dividend on our common stock. We intend to retain earnings, if any, for use in
the operation and expansion of our business and, therefore, do not anticipate
paying any dividends in the foreseeable future.
Item 2. |
Unregistered Sales of Equity Securities and
Use of Proceeds |
None.
Item 3. |
Defaults Upon Senior Securities
|
None.
35
Item 4. |
Mine Safety Disclosures
|
Not applicable.
Item 5. |
Other Information |
None.
Item 6. |
Exhibits and Reports on Form 8-K
|
36
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
INFRASTRUCTURE MATERIALS CORP. |
|
|
|
|
Dated: November 16, 2015 |
By:/s/Randal
Ludwar |
|
Randal Ludwar, Secretary |
37
Exhibit 31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULES
13a-14(a)/15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Mason Douglas, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of
Infrastructure Materials Corp. (the registrant);
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness
of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any
change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: November 16, 2015
By /s/Mason Douglas _
Mason
Douglas
Chief Executive Officer
Infrastructure Materials Corp.
Exhibit 31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT TO RULES
13a-14(a)/15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Rakesh Malhotra, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of
Infrastructure Materials Corp. (the registrant);
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness
of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any
change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: November 16, 2015
By /s/Rakesh Malhotra _
Rakesh
Malhotra
Chief Financial Officer
Infrastructure Materials Corp.
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each
of the undersigned officers of Infrastructure Materials Corp. (the "Company"),
does hereby certify, to such officer's knowledge, that:
The Quarterly Report on Form 10-Q
for the quarter ended September 30, 2015 (the Form 10-Q) of the Company fully
complies with the requirement of section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and the information contained in the Form 10-Q fairly
presents, in all material respects, the financial condition and results of
operations of the Company.
Dated: November 16, 2015
By:/s/Mason Douglas
Mason
Douglas
Chief Executive Officer
Infrastructure Materials Corp.
Dated: November 16, 2015
By:/s/Rakesh Malhotra
Rakesh
Malhotra
Chief Financial Officer
Infrastructure Materials Corp.
A signed original of this written statement required by Section
906 has been provided to Infrastructure Material Corp. and will be retained by
Infrastructure Materials Corp. and furnished to the Securities and Exchange
Commission or its staff upon request.
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