I. Introduction
This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Officers and Directors of Infrastructure Materials Corp. ("the Company") and all key employees and consultants of the Company are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all agents and contractors engaged by the Company are aware of, understand and adhere to these standards to the extent applicable to their activities on behalf of the Company.

II. Compliance is Everyone's Business
Ethical business conduct is critical to our business. All Officers, Directors, employees and consultants are responsible for their own adherence to these policies and practices. Many of these practices reflect legal or regulatory requirements. Violations of these laws and regulations may create significant liability for the individual and/or, the Company.

Reprisal, threats, retribution, or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code of Business Conduct or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

III. Your Responsibilities to the Company & Its Stockholders
A. General Standards of Conduct

The Company expects all employees, agents, consultants and contractors to exercise good judgment to ensure the safety and welfare of employees, agents and contractors and to maintain a cooperative, efficient, positive, harmonious, and productive work environment and business organization. These standards apply while working on our premises, at projects where our business is being conducted, at Company-sponsored business and social events, or at any other place where a person is acting as a representative of the Company. Employees, agents, consultants or contractors who engage in misconduct or whose performance is unsatisfactory may be subject to corrective action, up to and including termination.

B. Applicable Laws

All Company employees, agents, consultants and contractors must comply with all applicable laws, regulations, rules, and regulatory orders. Company employees located outside of the United States must comply with laws, regulations, rules, and regulatory orders of the United States, including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable local laws. Each employee, agent, consultant and contractor must acquire appropriate knowledge of the requirements relating to their duties sufficient to enable them to recognize potential dangers and to know when to seek advice from Legal Counsel on specific Company policies and procedures.

C. Conflicts of Interest

A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. If such a related party transaction is unavoidable, full disclosure of the nature of the related party transaction must be presented to the Company's Board of Directors. If determined to be material to the Company by the Board of Directors, they must approve in writing in advance such related party transactions. The most significant related party transactions, particularly those involving the Company's directors or executive officers, must be reviewed and approved in writing in advance by the Company's Board of Directors. The Company must report all such material related party transactions under applicable accounting rules, federal securities laws, and SEC rules and regulations, and securities market rules. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to this business.

The Company discourages the employment of relatives and significant others in positions or assignments within the same department and prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g., an auditing or control relationship, or a supervisor/subordinate relationship). The purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisor/subordinate relationship.

D. Corporate Opportunities

Employees, consultants, officers and directors may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company's Board of Directors and the Board of Directors declines to pursue such opportunity.

E. Protecting the Company's Confidential Information


The Company's confidential information includes any information about the Corporation's projects, results of exploration or development, financial matters and other information that has not been disclosed publicly. Every officer, director, employee, consultant, agent, and contractor must safeguard all such information.

(i) Requests by Regulatory Authorities. The Company and its employees, agents, consultants and contractors must cooperate with appropriate government inquiries and investigations. In this context, however, it is important to protect the legal rights of the Company with respect to its confidential information. All government requests for information, documents, or investigative interviews must be referred to the Company's Legal Counsel. No financial information may be disclosed without the prior approval of the Board of Directors.

(ii) Company Spokespeople. Specific policies have been established regarding who may communicate information to the press and the financial analyst community. All inquiries or calls from the press and financial analysts should be referred to the CEO or President. These designees are the only people who may communicate with the press on behalf of the Company.

F. Obligations Under Securities Laws -"Insider" Trading

Obligations under the U.S. securities laws apply to everyone. In the normal course of business, officers, directors, employees, agents, contractors, and consultants of the Company may come into possession of significant, sensitive information. This information is the property of the Company and they may not profit from such information by buying or selling securities or passing on the information to others to enable them to profit. Any misuse of sensitive information is contrary to Company policy insider trading rules and U.S. securities laws.

The Company may periodically impose trading blackout period on members of the Board of Directors, executive officers and certain designated employees or consultants who, as a consequence of their position with the Company, are more likely to be exposed to material non-public information about the Company. These directors, officers, employees and consultants generally may not trade in Company securities during the blackout periods. Generally, directors, officers and employees may trade in the Company's securities for a ten-day period following the filing by the Company of a Report on Form 10-K or 10-Q, provided that such persons do not possess any material non-public information about the Company. At no time should a director, officer, employee or consultant share with anyone outside the Company, or seek to exploit for personal gain, non-public information which might be material to a person making an investment decision with respect to the Company's securities.

Generally, directors, officers, employees and consultants should consult with the Company's legal counsel prior to selling securities issued by the Company. Under no circumstances should a director, officer, employee or consultant purchase and sell the Company's securities within a six-month period. Such transactions may violate the "short swing" transactions rules promulgated by the SEC. Because such rules are complicated, consultation with legal counsel is required prior to selling the Company's securities.

All transactions in the Company's securities by directors and officers of the Company must be publicly reported currently. The Company has procedures to assist directors and officers with compliance.


G. Prohibition Against Short Selling of Company Stock


No Company director, officer or other employee, agent, consultant or contractor may, directly or indirectly, sell any equity security, including derivatives, of the Company if he or she (1) does not own the security sold, or (2) if he or she owns the security, does not deliver it against such sale (a "short sale") within three days thereafter. No Company director, officer or other employee, agent, consultant or contractor may engage in short sales. A short sale, as defined in this policy, means any transaction whereby one may benefit from a decline in the Company's stock price.

H. Company Funds

Every Company officer, director, employee or consultant and their employees are personally responsible for all Company funds over which they exercise control. Company funds must be used only for Company business purposes. Every Company officer, director, employee, consultant, agent, and contractor must take reasonable steps to ensure that the Company receives good value for Company funds spent, and must maintain accurate and timely records of each expenditure.

I. Internal Control over Financial Reporting
  1. For purposes of this section, the term "internal control" means a process, effected by an the Company's board of directors, management and other personnel that is designed to provide reasonable assurance regarding the achievement of objectives in three categories: (a) effectiveness and efficiency of operations; (b) reliability of financial reporting; and (c) compliance with applicable laws and regulations.
  2. The Company shall include in its annual report:
    1. A statement of management's responsibility for establishing and maintaining adequate internal control over financial reporting for the Company;
    2. A statement identifying the framework used by management to evaluate the effectiveness of the company's internal control over financial reporting;
    3. Management's assessment of the effectiveness of the Company's internal control over financial reporting, as of the end of the most recent fiscal year; and
    4. If required by applicable securities law or regulation, a statement that the registered public accounting firm that audited the financial statements included in the annual report has issued an attestation report on management's evaluation on the company's internal control over financial reporting.
  3. The Company will evaluate and disclose any change in its internal control over financial reporting that occurred during any fiscal quarter and that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
  4. Management will consult with the Company's legal counsel to ensure the timely requirement for disclosure of any changes to internal controls over financial reporting.
  5. Management shall review, and if warranted, amend internal controls over financial reporting quarterly or as required by applicable securities laws or regulations.
  6. The Company has on file a publication by the Committee of Sponsoring Organizations of the Treadway Commissions that provides guidelines for Internal Control over Financial Reporting which is available for review by any Officer or Director. This publication has been utilized in updating this Corporate Governance Manual as of its effective date.
I. Prohibition of Inducements

Under no circumstances may officers, directors employees, consultants or their employees, agents or contractors offer to pay, make payment, promise to pay, or issue authorization to pay any money, gift, or anything of value to customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to improperly influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy.

J. Foreign Corrupt Practices Act

The Company requires full compliance with the Foreign Corrupt Practices Act ("FCPA") by all of its employees, consultants, agents, and contractors.

The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any foreign official, or any foreign political party, candidate or official, for the purpose of: influencing any act or failure to act, in the official capacity of that foreign official or party; or inducing the foreign official or party to use influence to affect a decision of a foreign government or agency, in order to obtain or retain business for anyone, or direct business to anyone.

All Company officers, directors, employees, consultants and their employees, agents and contractors whether located in Canada or the United States or abroad, are responsible for FCPA compliance and the procedures to ensure FCPA compliance.

All managers and supervisory personnel are expected to monitor continued compliance with the FCPA to ensure compliance with the highest moral, ethical, and professional standards of the Company. FCPA compliance includes the Company's policy on Maintaining and Managing Records.

Laws in most countries outside of the United States also prohibit or restrict government officials or employees of government agencies from receiving payments, entertainment, or gifts for the purpose of winning or keeping business. No contract or agreement may be made with any business in which a government official or employee holds a significant interest, without the prior approval of the Company's legal counsel.

IV. Waivers
Any waiver of any provision of this Code of Business Conduct and Ethics for a member of the Company's Board of Directors or an executive officer must be approved in writing by the Company's Board of Directors and promptly disclosed. Any waiver of any provision of this Code of Business Conduct and Ethics with respect any other employees, consultants and their employees, agents, or contractors must be approved in writing by the Board of Directors.

V. Disciplinary Actions
The matters covered in this Code of Business Conduct and Ethics are of the utmost importance to the Company, its stockholders and its business partners, and are essential to the Company's ability to conduct its business in accordance with its stated values. All officers, directors, employees, consultants and their employees, agents, and contractors are expected to adhere to these rules in carrying out their duties for the Company.

The Company will take appropriate action against any officer, director, employee, consultant and their employees, agent and/or contractor, whose actions are found to violate these policies or any other policies of the Company. Disciplinary actions may include immediate termination of employment or business relationship at the Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.
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