Current Report Filing (8-k)
26 Março 2015 - 3:33PM
Edgar (US Regulatory)
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))
| 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.
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.
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INFRASTRUCTURE MATERIALS CORP. |
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| March 26, 2015 |
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/s/
Mason Douglas |
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Name: |
Mason Douglas |
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Title: |
President and CEO |
2
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:
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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”). |
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2. |
Agreement to
Support. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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6. |
Miscellaneous. |
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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. |
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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. |
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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. |
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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. |
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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. |
2
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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. |
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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.
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INFRASTRUCTURE MATERIALS CORP. |
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/s/
Mason Douglas |
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Mason Douglas, President and CEO |
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MONT STRATEGIES INC. |
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/s/
Todd Montgomery |
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Todd Montgomery, CEO |
3
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: 866-448-1073 |
| Email: info@infrastructurematerialscorp.com |
| 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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