Current Report Filing (8-k)

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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

March 25, 2015	000-52641
Date of Report (Date of earliest event reported)	Commission File Number

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

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

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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Item 1.01

Entry into a Material Definitive Agreement

On March 25, 2015 Infrastructure Materials Corp. (the “Company”) entered into a Standby Support Agreement (the “Agreement”) with Mont Strategies Inc. (“Mont Strategies”), a private corporation that is a shareholder of the Company and is controlled by a member of the Company’s Board of Directors. Pursuant to the Agreement, Mont Strategies agrees to consider advancing loans to the Company to be used as working capital by the Company as the Company requests funding. The Agreement does not obligate Mont Strategies to fund such requests. Each loan will be evidenced by a demand promissory note and advanced pursuant to the request of the Company as such requests may be submitted to Mont Strategies from time to time during the two-year term of the Agreement. The Agreement contemplates that each promissory note will bear simple interest at a rate of four percent (4%) per annum. The loans may be repaid by the Company at any time, or upon demand by Mont Strategies. The promissory notes will be general obligations of the Company and not secured.

Item 9.01

Financial Statements and Exhibits

(a)	Financial Statements of Business Acquired.

Not applicable.

(b)	Pro Forma Financial Information.

Not applicable.

(c)	Shell Company Transaction.

Not applicable.

(d)

Exhibits.

Exhibit 10.1	Standby Support Agreement between Infrastructure Materials Corp. and Mont Strategies Inc. dated as of March 25, 2015
Exhibit 99.1	Press release dated March 26, 2015 entitled “Infrastructure Materials Corp. Enters Into Standby Support Agreement”

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INFRASTRUCTURE MATERIALS CORP.
March 26, 2015		/s/ Mason Douglas
	Name:	Mason Douglas
	Title:	President and CEO

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STANDBY SUPPORT AGREEMENT

     This Standby Support Agreement (this “Agreement”) is made as of the 25th day of March, 2015 by and among Mont Strategies Inc., a Canadian corporation (“Mont Strategies”), and Infrastructure Materials Corp., a Delaware corporation (the “Company”).

     WHEREAS, Mont Strategies is a significant shareholder of the Company and is controlled by a member of the Company’s Board of Directors;

     WHEREAS, as a consequence of Mont Strategies' relationship with the Company, Mont Strategies wishes to provide financial support to assist the Company in meeting its operating expenses; and

WHEREAS, Mont Strategies desires to lend, and the Company desires to borrow, funds over the term of this Agreement; such funds to be used by the Company as working capital, subject to the terms and conditions contained herein.

     NOW, THEREFORE, based upon the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Mont Strategies (each a “Party” and collectively the “Parties”) agree as follows:

	1.	Term. The Term of this Agreement shall be two (2) years commencing on the date hereof and ending on the day that is the second anniversary of the date hereof (the “Term”).
	2.	Agreement to Support.

	a.	During the Term, Mont Strategies agrees to favorably consider making funds available to the Company to be advanced at the discretion of Mont Strategies following written requests of the Company (i) stating the amount of the request and (ii) accompanied by supporting documentation showing the basis for the amount of the request and the projected uses for the funds requested. The supporting documentation required by Mont Strategies shall be in the discretion of Mont Strategies.
	b.	The advancement of each loan under this Agreement, if any, shall be made at the sole discretion of Mont Strategies. Nothing in this Agreement constitutes an obligation of Mont Strategies to fund a loan to the Company.
	c.	All loans advanced hereunder shall be made pursuant to a demand note and shall be unsecured. Such demand notes shall be pre-payable by the Company at any time and bear interest at four percent (4%) per annum.

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d.

All funds advanced hereunder shall be paid in lawful money of the United States of America or Canada.

	3.	Insolvency of Company. In the event that the Company shall generally not be able pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or the Company files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors or seeks or consents to the appointment of an administrator, receiver, custodian or similar official for the wind up of its business (or has such a petition or action filed against it and such petition action or appointment is not dismissed or stayed within forty-five (45) days); then, upon the said occurrence and continuance of any one or more of such events, Mont Strategies, at its option, may terminate this Agreement.
	4.	Assignment; Amendment. This Agreement shall be binding upon the Parties and may not be assigned (directly or indirectly) by either Party without the prior written consent of the other Party. This Agreement may only be amended or modified by a written instrument executed by each of Mont Strategies and the Company.
	5.	No Third Party Beneficiaries. This Agreement is for the benefit of the Company only and not for the benefit of any third party or creditor of the Company.
	6.	Miscellaneous.

	a.	The paragraph headings in this Agreement are for convenience only and are not intended to govern, limit, or affect the meanings of the Articles or Sections.
	b.	This constitutes the entire agreement between the Company and Mont Strategies with respect to the subject matter hereof and supersedes any and all prior understandings, written or oral.
	c.	No amendments, modifications or additions to this Agreement shall be binding unless in writing and signed by the Parties, except as may herein otherwise be provided.
	d.	This Agreement shall be construed, interpreted, and enforced under and in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
	e.	If for any reason any provision of this Agreement shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable, the validity and enforceability of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.

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	f.	The Company and Mont Strategies hereby knowingly, voluntarily and intentionally waive any right to trial by jury they may have in any action or proceeding, in law or in equity, in connection with this Agreement or the transactions related hereto. The Company represents and warrants that no representative or agent of Mont Strategies has represented, expressly or otherwise, that Mont Strategies will not, in the event of litigation, seek to enforce this jury trial waiver. The Company acknowledges that Mont Strategies has been induced to enter into this Agreement by, among other things, the provisions of this section.
	g.	This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one instrument.

     IN WITNESS WHEREOF, the Company and Mont Strategies have duly executed this Support Agreement as of the 25th day of March, 2015.

	INFRASTRUCTURE MATERIALS CORP.
	/s/ Mason Douglas
	Mason Douglas, President and CEO
	MONT STRATEGIES INC.
	/s/ Todd Montgomery
	Todd Montgomery, CEO

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FOR IMMEDIATE RELEASE

Infrastructure Materials Corp. Enters Into Standby Support Agreement

March 26, 2015 – Reno, Nevada - Infrastructure Materials Corp. (“Infrastructure” or the “Company”) (TSXV – IFM; OTC-Pink – IFAM) is pleased to announce that it has entered into a Standby Support Agreement (the “Agreement”), in which the lender agrees to consider advancing loans to the Company to be used for working capital by the Company as the Company requests funding during the two-year term of the Agreement. The Agreement does not obligate the lender to fund such requests. Each loan will be unsecured, bearing interest at 4% per annum and is payable on demand. The lender is a private corporation controlled by a director of the Company, who disclosed his conflict of interest to the Company’s Board of Directors and abstained from voting in connection with this matter.

Infrastructure Materials Corp. is a Reno, Nevada based exploration stage company that is directing its efforts to the exploration and development, if warranted, of precious metal properties located in Nevada and cement grade limestone deposits in strategic locations in the United States.

For further information please see our public filings at www.sedar.com and www.sec.gov/edgar.shtml or contact:

Mason Douglas, President and CEO

Phone: [phone]

Email: [e-mail]

or visit our website at

www.infrastructurematerialscorp.com or

www.cementforthefuture.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

FORWARD-LOOKING STATEMENTS: This press release contains certain “forward-looking statements” within the meaning of U.S. securities laws. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” ”believe,” “anticipate,” “estimate” and other similar words or statements to the effect that certain events or conditions “may”, "have" or "will" occur. This press release also contains statements based upon historical records pertaining to our mineral claims that have not been verified by the Company. The term, “resource” is not a term that is recognized by SEC guidelines and does not rise to the level of certainty required by SEC guidelines. Forward-looking statements or references to historical records are based on the material in our possession, opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those stated or projected in this press release. The Company undertakes no obligation to update forward-looking statements or historical information unless specifically required by law. The reader is cautioned not to place undue reliance on forward-looking statements.

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