10-Q 1 form10q.htm FORM 10-Q Ireland Inc.: Form 10-Q - Filed by newsfilecorp.com

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

FORM 10-Q

(Mark One)

[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

For the transition period from ________ to ________

COMMISSION FILE NUMBER 000-50033

IRELAND INC.
(Exact name of registrant as specified in its charter)

NEVADA 91-2147049
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

2360 West Horizon Ridge Parkway, Suite 100  
Henderson, Nevada 89052
(Address of principal executive offices) (Zip Code)

(702) 932-0353
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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.
[X] Yes    [  ] 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).
[X] Yes    [  ] 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.

  Large accelerated filer [  ] Accelerated filer [  ]
  Non-accelerated filer   [  ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
As of November 9, 2015, the Registrant had 158,697,875 shares of common stock outstanding.


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that can be expected for the year ending December 31, 2015.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Ireland,” and the “Company” mean Ireland Inc. and its subsidiaries, unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

2


 IRELAND INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

    September 30, 2015     December 31, 2014  
             
ASSETS    
             
Current assets            
   Cash $  774,396   $  259,495  
   Other receivables   977     6,380  
   Prepaid expenses   240,951     260,484  
             
       Total current assets   1,016,324     526,359  
             
Property and equipment, net   1,158,412     1,319,506  
Mineral properties   15,882,179     15,882,179  
Reclamation bonds   1,121,146     1,129,472  
Deposits   10,262     10,262  
             
       Total non-current assets   18,171,999     18,341,419  
             
       Total assets $  19,188,323   $  18,867,778  
             
LIABILITIES AND STOCKHOLDERS' EQUITY   
             
Current liabilities            
   Accounts payable $  114,773   $  390,888  
   Accounts payable - related party   40,168     237,551  
   Accrued payroll and related taxes   52,691     58,637  
   Due to related party   23,290     23,290  
   Derivative liability   -     348,450  
             
       Total current liabilities   230,922     1,058,816  
             
Long-term liabilities            
   Asset retirement obligation   672,338     672,338  
             
       Total long-term liabilities   672,338     672,338  
             
       Total liabilities   903,260     1,731,154  
             
Commitments and contingencies - Note 8            
             
Stockholders' equity            
   Common stock, $0.001 par value; 400,000,000 shares
      authorized, 158,397,875 and 150,772,875
      shares, respectively, issued and outstanding
158,396 150,771
   Additional paid-in capital   66,293,524     65,626,112  
   Accumulated other comprehensive income   -     5,478  
   Accumulated deficit   (48,166,857 )   (48,645,737 )
             
       Total stockholders' equity   18,285,063     17,136,624  
             
       Total liabilities and stockholders' equity $  19,188,323   $  18,867,778  

See Accompanying Notes to these Consolidated Financial Statements
F-1


IRELAND INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

    For the three months ended     For the nine months ended  
    September 30, 2015     September 30, 2014     September 30, 2015     September 30, 2014  
                         
Revenue $  -   $  -   $  -   $  -  
Operating expenses                        
 Mineral exploration and evaluation expenses   445,496     534,757     1,299,614     1,978,144  
 Mineral exploration and evaluation expenses - related party 105,880 105,000 333,917 344,279
 General and administrative   471,651     391,447     1,369,345     1,349,035  
 Depreciation   88,485     236,069     459,560     706,326  
 Gain on asset disposal   -     -     -     (1,000 )
 Mineral and property holding costs   -     58,000     -     106,000  
 Abandonment of mineral rights   -     16,245,954     -     16,245,954  
                         
     Total operating expenses   1,111,512     17,571,227     3,462,436     20,728,738  
                         
Loss from operations   (1,111,512 )   (17,571,227 )   (3,462,436 )   (20,728,738 )
                         
Other income (expense)                        
 Interest income   3,322     4,774     13,518     14,642  
 Rental income - related party   5,068     7,305     65,070     24,219  
 Change in derivative liability   5,939,750     66,045     3,866,450     1,314,283  
 Interest expense   -     (83 )   (772 )   (2,289 )
                         
     Total other income (expense)   5,948,140     78,041     3,944,266     1,350,855  
                         
Income (loss) before income taxes   4,836,628     (17,493,186 )   481,830     (19,377,883 )
                         
Income tax expense   (569 )   (746 )   (2,950 )   (2,644 )
                         
Net income (loss) $  4,836,059   $  (17,493,932 ) $  478,880   $  (19,380,527 )
                         
Income (loss) per common share - basic $  0.03   $  (0.12 ) $  0.00   $  (0.13 )
                         
Income (loss) per common share - dilutive $  0.03   $  (0.12 ) $  0.00   $  (0.13 )
                         
Weighted average common shares outstanding -                        
                         
 Basic   156,709,016     148,577,078     154,408,131     147,604,829  
                         
 Dilutive   185,822,875     148,577,078     179,546,318     147,604,829  
                         
Consolidated Statements of Comprehensive Income (Loss)
                         
Net income (loss) $  4,836,059   $  (17,493,932 ) $  478,880   $  (19,380,527 )
                         
Other comprehensive income (loss) Unrealized loss on investments, net of deferred tax (1,057 ) (1,385 ) (5,478 ) (4,910 )
                         
Total comprehensive income (loss) $  4,835,002   $  (17,495,317 ) $  473,402   $  (19,385,437 )

See Accompanying Notes to these Consolidated Financial Statements
F-2


IRELAND INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)

                      Accumulated              
                      Other           Total  
    Common Stock     Additional     Comprehensive     Accumulated     Stockholders'  
    Shares     Amount     Paid-in Capital     Income     Deficit     Equity  
                                     
Balance, December 31, 2013   146,559,542   $  146,558   $  64,156,279   $  12,771   $  (28,582,800 ) $  35,732,808  
                                     
Stock-based compensation   -     -     245,281     -     -     245,281  
                                     
Issuance of warrants for cash, net   -     -     2,819,390     -     -     2,819,390  
                                     
Derivative liability   -     -     (1,951,423 )   -     -     (1,951,423 )
                                     
Exercise of special warrants   1,250,000     1,250     (1,250 )   -     -     -  
                                     
Issuance of shares for cash, net   1,513,333     1,513     307,487     -     -     309,000  
                                     
Unrealized loss on investments, net of $2,644 deferred tax - - - (4,910 ) - (4,910 )
                                     
Net loss, September 30, 2014   -     -     -     -     (19,380,527 )   (19,380,527 )
                                     
Balance, September 30, 2014   149,322,875   $  149,321   $  65,575,764   $  7,861   $  (47,963,327 ) $  17,769,619  
                                     
Balance, December 31, 2014   150,772,875   $  150,771   $  65,626,112   $  5,478   $  (48,645,737 ) $  17,136,624  
                                     
Stock-based compensation   -     -     387,390     -     -     387,390  
                                     
Issuance of warrants for cash, net   -     -     3,795,647     -     -     3,795,647  
                                     
Issuance of shares for cash   200,000     200     9,800     -     -     10,000  
                                     
Exercise of Special Warrants   7,425,000     7,425     (7,425 )   -     -     -  
                                     
Derivative liability   -     -     (3,518,000 )   -     -     (3,518,000 )
                                     
Unrealized loss on investments, net of $2,950 deferred tax - - - (5,478 ) - (5,478 )
                                     
Net income, September 30, 2015   -     -     -     -     478,880     478,880  
                                     
Balance, September 30, 2015   158,397,875   $  158,396   $  66,293,524   $  -   $  (48,166,857 ) $  18,285,063  

See Accompanying Notes to these Consolidated Financial Statements
F-3


IRELAND INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

    For the nine months ended  
    September 30, 2015     September 30, 2014  
CASH FLOWS FROM OPERATING ACTIVITIES            
   Net income (loss) $  478,880   $  (19,380,527 )
   Adjustments to reconcile income (loss) from operations to net cash used in operating activities:
           Depreciation   459,560     706,326  
           Gain on asset disposal   -     (1,000 )
           Abandonment of mineral rights         16,245,954  
           Stock-based compensation   387,390     245,281  
           Change in derivative liability   (3,866,450 )   (1,314,283 )
           Deferred income taxes   2,950     2,644  
             
   Changes in operating assets and liabilities:            
           Other receivables   5,403     (7,115 )
           Prepaid expenses and deposits   19,533     161,770  
           Reclamation bonds and other deposits   (101 )   1,987  
           Accounts payable and accrued liabilities   (479,444 )   78,943  
             
   Net cash used in operating activities   (2,992,279 )   (3,260,020 )
             
CASH FLOWS FROM INVESTING ACTIVITIES            
   Purchase of property and equipment   (298,467 )   (28,945 )
   Proceeds from asset disposal   -     1,000  
             
   Net cash used in investing activities   (298,467 )   (27,945 )
             
CASH FLOWS FROM FINANCING ACTIVITIES            
   Proceeds from equity issuances   3,810,000     3,149,000  
   Financing issuance costs   (4,353 )   (20,610 )
             
   Net cash provided by financing activities   3,805,647     3,128,390  
             
NET CHANGE IN CASH   514,901     (159,575 )
             
CASH AT BEGINNING OF PERIOD   259,495     708,371  
             
CASH AT END OF PERIOD $  774,396   $  548,796  
    -        
             
             
SUPPLEMENTAL INFORMATION            
             
Interest paid $  772   $  2,289  
             
Income taxes paid $  -   $  -  
             
Non-cash investing and financing activities:            
             
   Investor warrants issued with non-customary anti-dilution provisions $ 3,518,000 $ 1,951,423

See Accompanying Notes to these Consolidated Financial Statements
F-4


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.

DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Description of business - Ireland Inc. (the “Company”) is primarily focused on the acquisition and exploration of mining properties and has been in the exploration stage since its formation. The Company has not yet realized any revenues from its planned operations. Upon identification of commercially minable reserves, the Company expects to actively prepare the site for mineral extraction and enter the development stage.

History - The Company was incorporated on February 20, 2001 under the laws of the State of Nevada under the name Merritt Ventures Corp. On December 19, 2005, the Company changed its name to Ireland Inc.

Basis of presentation - The financial statements present the consolidated balance sheets, statements of operations and comprehensive loss, stockholders’ equity, and cash flows of the Company. These consolidated financial statements have been prepared without audit in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments and disclosures necessary for the fair presentation of these interim statements have been included. All such adjustments are, in the opinion of management, of a normal recurring nature. The results reported in these interim consolidated financial statements are not necessarily indicative of the results that may be reported for the entire year. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 30, 2015.

Going concern - The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

Since its formation, the Company has incurred comprehensive cumulative net losses of $48,166,857 as of September 30, 2015. The Company has not commenced its commercial mining and mineral processing operations; rather, it is still in the exploration stage, raising substantial doubt about the Company’s ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Principles of consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Columbus Minerals Inc. (“CMI”) (including its wholly-owned single-member LLC subsidiary, Columbus Salt Marsh LLC (“CSM”)) and Rand Metals LLC (“Rand”). Intercompany accounts and transactions have been eliminated.

F-5


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.

DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include the valuation of stock-based compensation and the derivative liability, impairment analysis of long-lived assets, asset retirement obligations and the realizability of deferred tax assets. Actual results could differ from those estimates.

Reclassification – Certain prior year and prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. In the third quarter of 2015, the Company’s U.S. Treasury Notes and certificates of deposit were reclassified as reclamation bonds on the consolidated balance sheet. Previously, such investments had been classified as restricted investments held for reclamation bonds. The corresponding reclassifications have also been made to the consolidated statement of cash flows for the nine month period ended September 30, 2014. This change in classification does not materially affect previously reported cash flows from operations or from financing activities and had no effect on the previously reported consolidated statement of operations for any period.

Fair value of financial instruments - Fair value accounting establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company’s financial instruments consist of a derivative liability. The Company calculates the fair value of its derivative liability using the Binomial Lattice model, a level 3 input. The change in fair value of the derivative liability is classified in other income (expense) in the consolidated statement of operations. The Company generally does not use derivative financial instruments to hedge exposures to cash flow, market or foreign currency risks.

There have been no changes in valuation techniques or transfers of assets between levels for the nine month periods ended September 30, 2015 or 2014.

Mineral properties - Costs of acquiring mineral properties are capitalized upon acquisition. Exploration costs and costs to maintain mineral properties are expensed as incurred while the project is in the exploration stage. Development costs and costs to maintain mineral properties are capitalized as incurred while the property is in the development stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over the proven and probable reserves.

F-6


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.

DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Mineral exploration and development costs - Exploration expenditures incurred prior to entering the development stage are expensed and included in mineral exploration and evaluation expenses.

Property and equipment - Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which range from 3 to 20 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statement of operations.

Impairment of long-lived assets - The Company reviews and evaluates its long-lived assets for impairment at each balance sheet date due to its planned exploration stage losses and documents such impairment testing. Mineral properties in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the property, exploration reports, drill results, technical reports and continued plans to fund exploration programs on the property.

The tests for long-lived assets in the exploration, development or producing stage that have a value beyond proven and probable reserves will be monitored for impairment based on factors such as current market value of the mineral property and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset, including evaluating its reserves beyond proven and probable amounts.

The Company's policy is to record an impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable either by impairment or by abandonment of the property. The impairment loss is calculated as the amount by which the carrying amount of the assets exceeds its fair value. While the Company incurred losses from operations, these losses have not been in excess of planned expenditures on the specific mineral properties in order to ultimately realize their value.

Asset Retirement Obligation – Future obligations to retire an asset, including site closure, are recorded as a liability at fair value in the period incurred. The fair value determination is based on estimated future cash flows, the current credit-adjusted risk-free interest rate and an estimated inflation factor. The value of the liability is evaluated at least annually or as new information becomes available. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability will be reduced.

Future reclamation expenditures are difficult to estimate in many circumstances due to the early stage nature of the exploration project, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation technology. Changes in estimates are reflected in the consolidated statement of operations in the period an estimate is revised.

F-7


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.

DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Per share amounts - Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. In computing diluted earnings per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities, such as stock options and warrants. Potentially dilutive shares are excluded from the calculation when their inclusion would be anti-dilutive, such as periods when a net loss is reported or when the exercise price of the instrument exceeds its fair market value. 70,889,357 and 76,154,857 stock options and warrants were outstanding at September 30, 2015 and 2014, respectively, but were not considered in the computation of diluted earnings per share as their inclusion would be anti-dilutive.

Stock-based compensation - Stock-based compensation awards are recognized in the financial statements based on the grant date fair value of the award which is estimated using the Binomial Lattice option pricing model. The Company believes that this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for the actual exercise behavior of option holders. The compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.

The fair value of performance-based stock option grants is determined on their grant date through use of the Binomial Lattice option pricing model. The total value of the award is recognized over the requisite service period only if management has determined that achievement of the performance condition is probable. The requisite service period is based on management’s estimate of when the performance condition will be met. Changes in the requisite service period or the estimated probability of achievement can materially affect the amount of stock-based compensation recognized in the financial statements.

The fair value of market-based stock option grants is determined on their grant date through use of an option pricing model which uses a combination of Monte Carlo simulation and a Trinomial Lattice function. The requisite service period for market-based awards is derived from the model. Achievement of the market condition earlier than estimated can materially affect the amount of stock-based compensation recognized in the financial statements.

Income taxes - The Company follows the liability method of accounting for income taxes. This method recognizes certain temporary differences between the financial reporting basis of liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset as measured by the statutory tax rates in effect. The effect of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

For acquired properties that do not constitute a business, a deferred income tax liability is recorded on GAAP basis over income tax basis using statutory federal and state rates. The resulting estimated future income tax liability associated with the temporary difference between the acquisition consideration and the tax basis is reflected as an increase in the total purchase price which is then applied to the underlying acquired assets in the absence of there being a goodwill component associated with the acquisition transactions.

F-8


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.

DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Recent accounting standards - From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. The Company has evaluated all of the recent accounting pronouncements and unless otherwise discussed, believes they will not have a material effect on the financial statements.

In November 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The ASU clarifies how current guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The ASU is effective for interim and annual periods beginning after December 15, 2015. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for interim and annual periods ending after December 15, 2016. Adoption of the new guidance is not expected to have an impact on the consolidated financial position, results of operations or cash flows.

In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2015. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. Adoption of the new guidance is not expected to have an impact on the consolidated financial position, results of operations or cash flows.

2.

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

      September 30, 2015           December 31, 2014        
            Accumulated     Net book           Accumulated     Net book  
      Cost     depreciation     value     Cost     depreciation     value  
                                       
  Furniture and fixtures $ 61,405   $ (37,962 ) $ 23,443   $ 61,405   $ (28,896 ) $ 32,509  
  Computers and equipment 57,785 (33,848 ) 23,937 52,275 (26,162 ) 26,113
  Land   30,000     -     30,000     30,000     -     30,000  
  Site improvements   2,925,731     (2,748,414 )   177,317     2,925,731     (2,553,280 )   372,451  
  Site equipment   2,179,803     (1,505,255 )   674,548     1,886,846     (1,295,080 )   591,766  
  Vehicles   23,595     (23,595 )   -     23,595     (23,595 )   -  
  Building   500,000     (270,833 )   229,167     500,000     (233,333 )   266,667  
                                       
    $ 5,778,319   $ (4,619,907 ) $ 1,158,412   $ 5,479,852   $ (4,160,346 ) $ 1,319,506  

Depreciation expense was $88,485 and $236,069 for quarters ended September 30, 2015 and 2014, respectively and $459,560 and $706,326 for the nine month periods ended September 30, 2015 and 2014 respectively.

F-9


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

3.

MINERAL PROPERTIES

Mineral properties consisted of the following:

    September 30,     December 31,  
    2015     2014  
             
Columbus Project $ 15,811,948   $ 15,811,948  
DDB Claims   70,231     70,231  
             
Ending balance $ 15,882,179   $ 15,882,179  

Columbus Project - On February 20, 2008, the Company acquired a 100% interest in the Columbus Project by way of merger with Columbus Brine Inc. (“CBI”). Prior to the merger, the Company held a 15% interest in the Columbus Project by satisfying its option agreement requirements. Pursuant to the option assignment agreement, the Company granted and continues to have a 5% net smelter return royalty to NMC, one of the principal stockholders of the Company.

On August 31, 2014, the Company elected not to renew 51% of the acquired mining claims by declining to pay the Bureau of Land Management (“BLM”) maintenance fees for the abandoned claims. A loss of $16,136,105 was recognized during the year ended December 31, 2014.

DDB Claims - The Company had a lease agreement for mining claims with the DDB Syndicate. The DDB Syndicate is owned by the Company’s CEO, a former member of our Board of Directors, former officers and directors of CBI and their relatives and affiliates of NMC. The DDB Claims were located in 2007, prior to any of these related persons’ involvement with the Company.

On November 20, 2012, the Company exercised its option provided in the lease agreement to purchase the DDB Claims for a purchase price of $180,080. On August 31, 2014, the Company elected not to renew 61% of the DDB claims by declining to pay the BLM maintenance fees for the abandoned claims. A loss of $109,849 was recognized during the year ended December 31, 2014.

Reclamation Bonds - The Company maintains required reclamation bonding with the BLM. As of September 30, 2015 and December 31, 2014, reclamation bonding amounted to $1,121,146 and $1,129,472, respectively.

Asset Retirement Obligation – The asset retirement obligation relates to the Columbus Project and amounted to $672,338 as of September 30, 2015 and December 31, 2014. The estimated costs were discounted using a credit adjusted risk-free rate of 4.31% and an inflation rate of 3.21% at September 30, 2015 and December 31, 2014, respectively.

F-10


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

4.

DERIVATIVE WARRANT LIABILITY

As further discussed in Note 5, the Company issued 14,200,000 Special Warrants (“2014 Special Warrants”) in 2014 and 19,000,000 Special Warrants (“2015 Special Warrants”) in 2015 each at a price of $0.20 per warrant.

The Special Warrants have anti-dilution provisions, including the provision for the holders to participate in subsequent equity financings at no additional cost by converting the Special Warrants into shares or units offered in a subsequent equity financing for a total subscription price equal to the total subscription price paid for the Special Warrants.

The Company determined that the anti-dilution provision shields the Special Warrant holders from the dilutive effects of subsequent equity financings and therefore the economic characteristics and risks of the Special Warrants are not clearly and closely related to the Company’s common stock. Accordingly, the Special Warrants are treated as a derivative liability and are carried at fair value.

As of September 30, 2015, 8,075,000 of the 2014 Special Warrants were converted into 2015 Special Warrants.

The following table sets forth the changes in the derivative liability for the nine month period ended September 30, 2015 and the year ended December 31, 2014:

    September 30,     December 31,  
    2015     2014  
             
Beginning balance $ (348,450 ) $  -  
Issuance of Special Warrants   (3,518,000 )   (1,951,423 )
Exercise of Special Warrants   505,000     165,628  
Change in fair value   3,361,450     1,437,345  
             
Ending balance $  -   $ (348,450 )

The Company estimates the fair value of the derivative liability by using the Binomial Lattice pricing-model, with the following assumptions used for the nine month period ended September 30, 2015 and the year ended December 31, 2014:

    September 30,     December 31,  
    2015     2014  
             
Dividend yield   -     -  
Expected volatility   94.96% - 104.00%     91.07% - 137.42%  
Risk-free interest rate   0.08% - 0.28%     0.04% - 0.14%  
Expected life (years)   -     0.10 - 1.0  

The expected volatility is based on the historical volatility levels on the Company’s common stock. The risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues over equivalent lives of the warrants. The expected life is impacted by all of the underlying assumptions and calibration of the Company’s model. Significant increases or decreases in inputs would result in a significantly lower or higher fair value measurement.

F-11


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

5.

STOCKHOLDERS’ EQUITY

During the nine month period ended September 30, 2015, stockholders’ equity activity consisted of the following:

2015 Special Warrant offering - The Company sold 19,000,000 2015 Special Warrants at a price of $0.20 for gross proceeds of $3,800,000.

The 2015 Special Warrants may be converted during their term, at no additional cost to the holder, on a 1:1 basis into units (each a “Unit”) consisting of one share of common stock and one warrant exercisable for one additional share of common stock at $0.40, expiring February 28, 2020. Alternatively, the 2015 Special Warrants provide the holder the right to exchange their 2015 Special Warrants for equal participation in a subsequent equity financing. All 2015 Special Warrants outstanding at February 28, 2016 automatically convert into Units.

The 2015 Special Warrants extend for a term ending on the earlier of February 28, 2016 or the date that is one month after the Company completes a Qualified Financing, defined as any financing or number of financings for total gross proceeds of $7,000,000 or more. Total fees related to issuance of the 2015 Special Warrants amounted to $4,353.

The remaining 8,075,000 outstanding 2014 Special Warrants were exchanged for 2015 Special Warrants.

Exercise of Special Warrants – 3,425,000 and 4,000,000 of 2014 and 2015 Special Warrants, respectively, were converted into Units consisting of one share of common stock and one warrant exercisable for one additional share of common stock at $0.40, expiring March 29, 2019 and February 28, 2020, respectively.

Exercise of stock options – The Company received $10,000 from the exercise of 200,000 stock options.

During the nine month period ended September 30, 2014, stockholders’ equity activity consisted of the following:

U.S. Special Warrant Offering - The Company sold 14,200,000 2014 Special Warrants at a price of $0.20 for gross proceeds of $2,840,000.

The 2014 Special Warrants were convertible during their term, at no additional cost to the holder, on a 1:1 basis into units (each a “Unit”) consisting of one share of common stock and one warrant exercisable for one additional share of common stock at $0.40, expiring March 29, 2019. Alternatively, the 2014 Special Warrants provide the holder the right to exchange their Special Warrants for equal participation in a subsequent equity financing. All Special Warrants outstanding on March 31, 2015 automatically converted into Units. Total fees related to the issuance of Special Warrants amounted to $20,610.

Issuance of Common Stock - The Company issued 1,250,000 shares of common stock from the exercise of 2014 Special Warrants and 180,000 shares of common stock from the exercise of stock options for aggregate gross proceeds of $9,000.

F-12


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

5.

STOCKHOLDERS’ EQUITY (continued)

Private Placement - On August 15, 2014, the Company completed the sale of 1,333,333 units (each a “Unit”) to NMC. The sale of the Units was made pursuant to a subscription agreement entered into on March 25, 2014 whereby NMC agreed to purchase Units for an aggregate purchase price of $300,000 on or before August 15, 2014. The per Unit purchase price of $0.225 was determined as the greater of the average closing price for the Company’s common stock over the ten trading days prior to completion of the sale and $0.20 per Unit. Each Unit consists of one share of the Company’s common stock and one warrant to purchase an additional share of common stock at $0.45 per share, expiring March 29, 2019.

Warrant Amendments - On January 15, 2014, April 28, 2014, May 5, 2014 and on July 17, 2014, the Company’s Board of Directors unilaterally determined, without any negotiations with the warrant holders, to amend 22,572,827 private placement warrants granted in connection with the 2007, 2009 and 2010 private placement offerings, and 4,000,000 additional warrants issued to consultants in 2009 and 2010 (collectively, the “Expiring Warrants”). The expiration date of the Expiring Warrants was extended to April 30, 2014, June 30, 2014, July 31, 2014 and December 31, 2014. In all other respects, the terms and conditions of the Expiring Warrants remain the same. The Company calculated the fair values of the warrant modifications using the Binomial Lattice model with the following assumptions and outputs:

    January April 28, May 5, July 17,
    15, 2014 2014 2014 2014
  Risk-free interest rate 0.04% 0.015% 0.01% 0.06%
  Expected volatility 58.97% 85.93% 81.21% 112.00%
  Expected life (years) 0.30 0.20 0.10 0.40
  Fair value $ - $ - $ - $ -

Additionally, on May 5, 2014 and on July 17, 2014, the Company’s Board of Directors unilaterally determined, without any negotiations with the warrant holders, to amend 2,509,099 private placement warrants granted in connection with the 2011 private placement offerings, and 500,000 additional warrants issued to a consultant in 2011 (collectively, the “Expiring Warrants”). The expiration date of the Expiring Warrants was extended from June 30, 2014 to September 30, 2014 and to December 31, 2014. In all other respects, the terms and conditions of the Expiring Warrants remain the same. The Company calculated the fair value of the warrant modification using the Binomial Lattice model with the following assumptions and outputs:

  May 5, 2014 July 17, 2014
Risk-free interest rate 0.03% 0.02%
Expected volatility 97.58% 65.52%
Expected life (years) 0.20 0.20
Fair value $ - $ -

Subsequent to September 30, 2014, all of these warrants were further extended to December 31, 2015.

F-13


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

5.

STOCKHOLDERS’ EQUITY (continued)

The following summarizes the exercise price per share and expiration date of the Company’s outstanding warrants issued to investors to purchase common stock at September 30, 2015:

Shares Underlying    
Outstanding Warrants Exercise Price Expiration Date
     
22,572,827 $0.75 December 2015
12,069,099 0.80 December 2015
23,075,000* 0.20 February 2016
8,896,901 0.95 November 2016
6,125,000 0.40 March 2019
1,333,333 0.45 March 2019
4,000,000 0.40 February 2020
     
78,072,160    

* The exercise price of these warrants has been paid by the investors. Upon exercise, the holders will receive one share of common stock and one warrant exercisable at $0.40.

F-14


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

6.

STOCK-BASED COMPENSATION

Stock-based compensation includes grants of stock options and purchase warrants to eligible directors, employees and consultants as determined by the Board of Directors.

Stock option plans - On March 27, 2007, the Board of Directors adopted the 2007 Stock Incentive Plan (the “Plan”). Under the terms of the Plan, options to purchase up to 6,000,000 shares of the common stock, subject to an increase each quarter equal to 15% of the increase in the total number of outstanding shares during the previous quarter, may be granted to officers, directors, employees and eligible consultants. As of September 30, 2015, the Company had granted 17,496,916 options under the Plan with a weighted average exercise price of $0.47 per option. 15,442,197 options were outstanding as of September 30, 2015.

Stock warrants - Upon approval of the Board of Directors, the Company grants stock warrants to consultants for services performed.

Valuation of awards - At September 30, 2015, the Company had options outstanding that vest on three different types of vesting schedules:

  1.

Service-based;

     
  2.

Performance-based; and

     
  3.

Market-based.

For service-based and performance-based stock option grants, the Company utilizes the Binomial Lattice pricing model to estimate the fair values of options and warrants granted in exchange for services. For market-based stock option grants, the Company utilizes a combination of a Monte Carlo simulation and a Trinomial Lattice function to estimate the fair values of options in exchange for services. The Company used the following assumptions to estimate the fair values of the options granted for the nine month period ended September 30, 2015:

Dividend yield -
Expected volatility 71.55 - 165.7%
Risk-free interest rate 0.02 – 1.32%
Expected life (years) 0.10 – 4.25

Inputs used in these models are determined as follows:

  1.

The expected life represents the weighted-average period the awards are expected to remain outstanding and is a derived output of the option pricing models. The expected life is impacted by all of the underlying assumptions and calibration of the Company’s models.

     
  2.

The requisite service period for market-based stock option awards is a derived output of the hybrid Monte Carlo-Trinomial Lattice model.

     
  3.

Volatility is based on the average historical volatility levels of a representative peer group or the Company’s common stock depending on the life of the options.

     
  4.

The risk-free interest rate is based on the implied yield available on U.S. Treasury zero- coupon issues over the equivalent contractual lives of the options.

F-15


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

6.

STOCK-BASED COMPENSATION (continued)

During the nine month period ended September 30, 2015, the Company’s stock based compensation activity was as follows:

 

a)

On April 1, 2015, the Company granted non-qualified stock options to certain executive officers under the Plan for an aggregate of 400,000 shares of common stock at an exercise price of $0.40 per option. The options vest upon completion of defined events and milestones. The options expire on the fifth anniversary of the date that they vest, but in no event later than the tenth anniversary of the agreement. Each of the options will automatically vest and become exercisable upon the occurrence of a change in control.

 

 

 

 

b)

On April 1, 2015, the Company granted non-qualified stock options to certain executive officers under the Plan for an aggregate of 400,000 shares of common stock at an exercise price of $0.40 per option. The options vest upon the Company’s stock price achieving defined targets. The options expire on the fifth anniversary of the date that they vest, but in no event later than the tenth anniversary of the agreement. Each of the options will automatically vest and become exercisable upon the occurrence of a change in control.

 

 

 

 

c)

On April 1, 2015, the Company granted non-qualified stock options to the Company’s independent directors and certain executive officers under the Plan for an aggregate of 2,700,000 shares of common stock at an exercise price of $0.40 per option. The options vest 25% each on April 1, 2015, June 30, 2015, September 30, 2015 and December 31, 2015. The options expire on the fifth anniversary of the date that they vest. The options will automatically vest and become exercisable upon the occurrence of a change in control.

 

 

 

 

d)

On February 25, 2015, the Company’s Board of Directors unilaterally determined to amend 650,531 stock options by extending their expiration dates. The options were granted at various dates between March 8, 2010 and July 22, 2010 and have a weighted average exercise price of $0.64 per share. The expiration dates of all of the options were extended to December 31, 2015. In all other respects, the terms and conditions of the extended options remain the same. The modification resulted in additional compensation expense of $25,387.

During the nine month period ended September 30, 2014, the Company’s stock based compensation activity was as follows:

 

a)

On September 11, 2014, the Company granted non-qualified stock options to certain employees under the Plan for an aggregate of 130,000 shares of common stock at an exercise price of $0.24 per option. The options vest upon completion of defined events and milestones. The options expire on the fifth anniversary of the date that they vest, but in no event later than the tenth anniversary of the agreement. Each of the options will automatically vest and become exercisable upon the occurrence of a change in control.

 

 

 

 

b)

On January 17, 2014, the Company granted non-qualified stock options to certain executive officers under the Plan for an aggregate of 325,000 shares of common stock at an exercise price of $0.28 per option. The options vest upon completion of defined events and milestones. The options expire on the fifth anniversary of the date that they vest, but in no event later than the tenth anniversary of the agreement. Each of the options will automatically vest and become exercisable upon the occurrence of a change in control.

F-16


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

6.

STOCK-BASED COMPENSATION (continued)


 

c)

On January 17, 2014, the Company granted non-qualified stock options to certain executive officers under the Plan for an aggregate of 325,000 shares of common stock at an exercise price of $0.28 per option. The options vest upon the Company’s stock price achieving defined targets. The options expire on the fifth anniversary of the date that they vest, but in no event later than the tenth anniversary of the agreement. Each of the options will automatically vest and become exercisable upon the occurrence of a change in control.

 

 

 

 

d)

On January 17, 2014, the Company granted non-qualified stock options to the Company’s independent directors and certain executive officers under the Plan for an aggregate of 1,250,000 shares of common stock at an exercise price of $0.28 per option. The options vest 25% each on March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014. The options expire on the fifth anniversary of the date that they vest. The options will automatically vest and become exercisable upon the occurrence of a change in control.

The total expense related to the granting, vesting and modification of all stock-based compensation awards was $172,553 and $56,514 for the quarters ended September 30, 2015 and 2014, respectively and $387,390 and $245,281 for the nine month periods ended September 30, 2015 and 2014, respectively. Such expenses are included in general and administrative expense and mineral exploration and evaluation expense.

The following table summarizes the Company’s stock-based compensation activity for the nine month period ended September 30, 2015:

                        Weighted        
                        Average        
            Weighted           Remaining        
            Average Grant     Weighted     Contractual     Aggregate  
      Number of     Date Fair     Average     Life     Intrinsic  
      Shares     Value     Exercise Price     (Years)     Value  
                                 
  Outstanding, December 31, 2014   17,054,697   $  0.32   $  0.58     3.17        
  Options/warrants granted   3,500,000     0.15     0.40     5.94        
  Options/warrants exercised   (200,000 )   0.38     0.05     -        
  Options/warrants expired   (112,500 )   0.36     0.80     -        
  Options/warrants cancelled   -     -     -     -        
                                 
  Outstanding, September 30, 2015   20,242,197   $  0.29   $  0.55     3.06   $ 310,800  
                                 
  Exercisable, September 30, 2015   14,937,197   $  0.38   $  0.70     1.87   $ 310,800  

Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the quarter ended in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable.

F-17


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

6.

STOCK-BASED COMPENSATION (continued)

The following table summarizes the changes of the Company’s stock-based compensation awards subject to vesting for the nine month period ended September 30, 2015:

            Weighted Average  
      Number of     Grant Date  
      Shares     Fair Value  
               
  Unvested, December 31, 2014   3,830,000   $  0.28  
  Granted   3,500,000     0.15  
  Vested   (2,025,000 )   0.15  
               
  Unvested, September 30, 2015   5,305,000   $  0.24  

As of September 30, 2015, there was $231,559 of total unrecognized compensation cost related to unvested stock-based compensation awards. The weighted average period over which this cost will be recognized was 0.86 years as of September 30, 2015.

F-18


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

7.

INCOME TAXES

The Company is a Nevada corporation and is subject to federal income taxes. Nevada does not impose a corporate income tax.

Significant components of the Company’s net deferred income tax assets and liabilities at September 30, 2015 and December 31, 2014 were as follows:

      September 30,     December 31,  
      2015     2014  
  Deferred income tax assets:            
               
               
     Net operating loss carryforward $  12,971,007   $  11,932,233  
     Option compensation   2,000,633     1,906,018  
     Property, plant & equipment   917,442     841,689  
     Exploration costs   417,558     478,937  
     Asset retirement obligation   235,318     235,318  
               
  Gross deferred income tax assets   16,541,958     15,394,195  
     Less: valuation allowance   (11,053,401 )   (9,902,688 )
               
         Net deferred income tax assets   5,488,557     5,491,507  
               
  Deferred income tax liabilities:            
               
     Unrealized gain on investments   -     (2,950 )
     Acquisition related liabilities   (5,488,557 )   (5,488,557 )
               
         Net deferred income tax liabilities $  -   $  -  

A valuation allowance was established for deferred tax assets related to asset retirement obligations and net operating loss carryforwards due to the uncertainty of realizing these deferred tax assets based on conditions existing at September 30, 2015 and December 31, 2014, respectively.

The realizability of deferred tax assets are reviewed at each balance sheet date. The majority of the Company’s deferred tax liabilities are depletable. Such depletion will begin with the processing of mineralized material once production has commenced. Therefore, the deferred tax liabilities will reverse in similar time periods as the deferred tax assets. The Company assesses both positive and negative evidence to determine whether it is more likely than not that such reversal will occur to realize the deferred tax assets prior to their expiration.

The acquisition related liabilities are a result of the estimated future federal income tax liability associated with the temporary difference between the acquisition consideration and the tax basis. The deferred tax liabilities were reflected as an increase to the total purchase price which has been applied to the underlying mineral and Columbus project assets in the absence of there being a goodwill component associated with the acquisition transactions.

F-19


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

7.

INCOME TAXES (continued)

A reconciliation of the tax provision for the quarters ended September 30, 2015 and 2014 at U.S federal tax rates to the actual tax provision recorded in the financial statements consisted of the following components:

      September 30,     September 30,  
      2015     2014  
               
  Income tax expense (benefit) based on statutory tax rate $ 1,693,655   $  (6,122,615 )
  Reconciling items:            
       Non-deductible items   (2,063,843 )   (1,575 )
       Change in valuation allowance   370,757     6,124,936  
               
  Income tax expense $  569   $  746  

A reconciliation of the tax provision for the nine month periods ended September 30, 2015 and 2014 at US federal tax rates to the actual tax provision recorded in the financial statements consisted of the following components:

      September 30,     September 30,  
      2015     2014  
               
  Income tax expense (benefit) based on statutory tax rate $ 168,642   $  (6,782,259 )
  Reconciling items:            
       Non-deductible items   (1,316,405 )   (438,042 )
       Change in valuation allowance   1,150,713     7,222,945  
               
  Income tax expense $  2,950   $  2,644  

The Company had cumulative net operating losses of approximately $37,060,026 as of September 30, 2015 for federal income tax purposes. Cumulative net operating losses from December 31, 2006 and previous years are effectively nil due to the annual limitation imposed by the Internal Revenue Code of 1986 as a result of the ownership percentage change limitations. The net operating loss carryforwards will expire between 2027 and 2035.

The Company and its subsidiary file income tax returns in the United States. These tax returns are subject to examination by taxation authorities provided the years remain open under the relevant statutes of limitations, which may result in the payment of income taxes and/or a decrease in the net operating losses available for carryforwards. The Company has losses from inception to date, and thus all years remain open for examination. While the Company believes that its tax filings do not include uncertain tax positions, the results of potential examinations or the effect of changes in tax law cannot be ascertained at this time. The Company currently has no tax years under examination.

F-20


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

8.

COMMITMENTS AND CONTINGENCIES

Lease obligations – The Company rents office space under an operating lease agreement. The lease expires in August 2017 and provides an option to renew the lease for an additional four years. In the normal course of business, it is expected that this lease will be renewed or replaced by a lease of a similar property.

The lease requires for increases in future annual rental payments of 4% per year. Under the lease agreement, the Company is also required to pay monthly operating expenses of approximately $748.

The following table represents future base rent payments for each of the twelve month periods ending September 30,

    Minimum  
    Lease  
    Commitment  
       
2016 $ 52,250  
2017   44,983  
Thereafer   -  
       
  $ 97,233  

Rental expense for office space was $14,629 and $16,700 for the quarters ended September 30, 2015 and 2014, respectively and $43,886 and $45,420 for the nine month periods ended September 30, 2015 and 2014, respectively.

Columbus Project – Pursuant to the option assignment agreement dated March 30, 2007, as amended August 8, 2007, the Company granted a 5% net smelter return royalty to NMC, one of the principal stockholders of the Company. The Columbus Project is further discussed in Note 3.

Stand-by letter of credit – A financial institution has issued a stand-by letter of credit to the BLM for up to $100,000 on behalf of the Company. The stand-by letter of credit was issued to guarantee the Company’s compliance with reclamation bonding requirements. The letter of credit expires on June 24, 2016 and will be automatically renewed for one year periods unless either party elects not to renew. The Company is required to maintain a $100,000 certificate of deposit with the financial institution. The Company is also required to pay an annual fee of 2% of the total value of the letter of credit. As of September 30, 2015, no draws have been made on the letter of credit.

Consultant bonus – In April 2012, the Company entered into an Agreement for Services (the “Agreement”) with a consulting firm. The Company agreed to pay the firm at their standard rates in exchange for services provided. In addition, the Company agreed to pay bonuses to the firm upon completion of milestones as defined in the Agreement. The bonuses consist of cash payments up to $400,000 and issuance of up to 3,000,000 warrants at a price of $0.90 per share and expiring March 31, 2017. The Agreement does not contain any performance commitments; therefore, the fair value of the warrants will be measured and recognized on the dates that the milestones are reached. As of September 30, 2015, no milestones have been reached for which a bonus was due or paid.

F-21


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

8.

COMMITMENTS AND CONTINGENCIES (continued)

Registration Rights Agreement - In connection with the November 30, 2012 private placement, the Company entered into a Registration Rights Agreement (“RRA”) with the purchasers. Pursuant to the RRA, the Company agreed to certain demand registration rights. If the Company is not able to comply with the registration requirements, the Company will be required to pay cash penalties equal to 1.0% of the subscription proceeds on the date of such failure, and each month thereafter, up to a maximum of 6% of the subscription proceeds. The maximum penalty amounts to $346,979; however, the RRA also provides that no liquidated damages are payable so long as the securities could be resold using Rule 144. As of September 30, 2015, the Company had incurred and paid cumulative penalties of $5,757. Additionally, as of September 30, 2015, the Company was not in compliance with the registration requirements; however, any penalty is limited to use of the cashless exercise rights to the extent available.

9.

CONCENTRATIONS

Concentration of credit risk - The Company maintains its cash accounts in financial institutions. Cash accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) for up to $250,000 per financial institution. The Company has never experienced a material loss or lack of access to its cash accounts; however, no assurance can be provided that access to the Company’s cash accounts will not be impacted by adverse conditions in the financial markets. At September 30, 2015, the Company had $519,468 in excess of FDIC insured limits.

Concentration of activity - The Company currently utilizes a metallurgical consulting firm to perform significant portions of its exploration work programs. A change in the lead metallurgical consulting firm could cause a delay in the progress of the Company’s exploration programs and would cause the Company to incur significant transition expense and may affect operating results adversely.

10.

RELATED PARTY TRANSACTIONS

DOSA - DOSA is a consulting firm owned by the Company’s CEO. Services provided by NMC are coordinated for the Company by DOSA. No management fees are billed to the Company for these services. Details of these transactions are provided below. The CEO’s salary and reimbursable expenses are also paid to DOSA.

NMC - NMC is the Company’s largest shareholder. NMC and its affiliates own approximately 26.7% of the Company’s outstanding common stock and is the Company’s lead consultant on technical exploration matters.

The following table provides details of transactions between the Company and NMC for the three and nine month periods ended September 30, 2015 and 2014.

      Three Months     Three Months     Nine Months     Nine Months  
      Ended     Ended     Ended     Ended  
      September 30,     September 30,     September 30,     September 30,  
      2015     2014     2015     2014  
                           
  Reimbursement of expenses $  880   $  -   $  18,917   $ 29,279  
  Consulting services provided   105,000     105,000     315,000     315,000  
                           
  Mineral and exploration expense – related party $ 105,880 $ 105,000 $ 333,917 $ 344,279

F-22


IRELAND INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

10.

RELATED PARTY TRANSACTIONS (continued)

At September 30, 2015 and December 31, 2014, the Company owed DOSA $40,168 and $237,551, respectively, for NMC fees and reimbursements.

Searchlight Minerals Corp. (“SMC”) – The Company leases corporate office space on month-to-month terms to SMC. NMC is a shareholder in both the Company and SMC. Additionally, the Company’s CFO, Treasurer and director is also a director of SMC and one of the Company’s consultants is an officer and director of SMC. Total rent income earned was $5,068 and $7,305 for the three month periods ended September 30, 2015 and 2014, respectively and $15,070 and $24,219 for the nine month periods ended September 30, 2015 and 2014, respectively. No amounts were due from SMC as of September 30, 2015 or December 31, 2014.

Cactus Mining – Cactus Mining is an affiliate of NMC. For the nine month period ended September 30, 2015, Cactus Mining paid the Company $50,000 for use of onsite laboratory facilities and personnel for the month of March 2015.

Former officers - Due to related parties includes amounts due to former officers of the Company. At September 30, 2015 and December 31, 2014, the remaining amount of due to related parties was $23,290, respectively.

F-23



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II, Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”).

OVERVIEW

We were incorporated on February 20, 2001 under the laws of the State of Nevada. We are an exploration stage mineral exploration company focused on the discovery and extraction of precious metals from mineral deposits in the Southwestern United States.

In February 2008, we acquired our lead project, a prospective gold, silver and calcium carbonate property located in Esmeralda County, Nevada, that we call the “Columbus Project.” The Columbus Project consists of 466 mineral claims covering approximately 23,418 acres, plus an additional 80 acres of private land, for a total of 23,498 acres including a 380 acre Permitted Mine Area (60-acre mill site and mill facility, 266-acre mine site with 54 acres defined as “undisturbed area”). Our current permits allow us to mine up to 792,000 tons per year to 40 feet in depth for the purpose of extracting precious metals and calcium carbonate from the Permitted Mine Area. In addition, we own 80 acres of land in the southeast quadrant of the project. Our current exploration efforts are focused on the North and South Sand Zones of the Columbus Project.

The discussion provided in this Quarterly Report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the United States Securities and Exchange Commission (the “SEC”) on March 31, 2015.

RECENT CORPORATE DEVELOPMENTS

There were no significant corporate developments from the beginning of our September 30, 2015 fiscal quarter to the filing of this Quarterly Report on Form 10-Q.

PLAN OF OPERATIONS

During the next twelve months, we intend to proceed with our exploration program for the Columbus Project.

The Columbus Project

The technical program for the Columbus Project has two primary objectives: (a) to identify the mineral resources and (b) to determine the feasibility of mining and extracting precious metals from the project.

(a)

Mineralization: Exploration work to date has identified three different host materials (sand, clay, brine) each of which could potentially contain commercial quantities of gold and silver mineralization within the project area. The sand zones outcrop on the western side of the Columbus basin and dip gently eastward. The clay zones also outcrop and overlay the sand zones. The brine zone occurs as an aquifer at some 400 feet depth underlying the sand/clay zones.

   

Our recent exploration efforts have focused on the sand material, specifically in an approximate 2,000 acre area of interest on the west side of our project site. Through three drill programs, we have identified the North Sand Zone and the South Sand Zone. The North Sand Zone has been the site of the source material for our recent extraction tests.

3



To date, 34 holes have been drilled in the 0.67 square mile (429 acres) North Sand Zone, and 3 holes in the 0.48 square mile (307 acres) South Sand Zone. Drilling has been completed to depths ranging from 165 feet to 400 feet in both sand zones. We have yet to drill through the sand zone with any of our drilling to date.

   

During the last quarter of 2015, we intend to re-start the pilot plant and then, if successful, to begin re- assaying drill samples from the North and South Sand Zones in order to update the mineralization grade for these areas using the recently modified and updated “TPAC” process. “TPAC” involves thermal pre- treatment (TP) of the sands, followed by autoclave and/or open vessel leaching (AC). The TPAC process is the main process which liberates the gold into the pregnant leach solution (PLS). Many proprietary extraction processes have been tested on lab scale samples (0.2-2 kg) of the TPAC-PLS over the last several months. Lab scale work has been sufficiently encouraging to warrant gold extraction test work on larger samples (0.5-5 ton) processed through the slightly modified on site pilot plant. The pilot plant test work is currently underway.

   

We have also been granted the permit for our Phase Four drill program, which will consist of 31 drill holes to a depth of at least 200 feet. The drill program will cover an additional 0.48 square miles adjacent to the southern boundary of the North Sand Zone. The goal of this program is to expand the boundaries and improve the definition of the North Sand Zone. Following completion of the Phase Four drill program, we will re-evaluate the boundaries of the sand zones, the quantity of the tonnage contained therein and the quality of the mineralization estimates within these areas. It is anticipated that additional drill programs will follow. Our Phase Four drill program is currently on hold while we focus our resources on re-assaying drill samples and optimizing the TPAC process under laboratory conditions.

   
(b)

Mining and Recovery Methodology: We currently have a Water Pollution Control permit for the Columbus Project that allows for the extraction of precious metals and the production of calcium carbonate on the 380-acre site (266-acre mine site, 60-acre mill site, and 54 acres defined as “undisturbed area”) at a mine rate of up to 792,000 tons per year. As previously reported, we are currently focused on the extraction of precious metals from the sand zone areas of the Columbus Project – specifically, the North and South Sand Zones.

   

Over the past six months we have completed hundreds of laboratory extraction tests which have led to slight modifications of the TPAC process for PLS and caused the gold extraction from the PLS to be improved enough to warrant larger scale testing. The next step, before re-assaying the drill holes, is to determine if these lab processes are scalable on larger (0.5-5 ton) pilot plant runs. Pilot plant runs, with slight modifications to the circuit, are already underway. Results will be available as work progresses.

   

Tests completed during 2012-2014 led to the development of the TPAC extraction process. Early testing has resulted in significant increases in gold extraction on splits taken from a single drill hole location in the North Sand Zone. However, the TPAC method is expected to significantly increase the cost of gold extraction from the Columbus Project. As a result, we have not yet determined our targeted precious metals extraction rates for this extraction method. Testing and optimization of the TPAC process on the Columbus Project sands, gravity (ITC) concentrates and leach (PLS) precipitates under laboratory conditions is ongoing, and is expected to continue during 2015.

Readers are cautioned that we have not yet established any proven or probable reserves. There is no assurance that we will be able to establish that any commercially extractable ore reserves exist on the Columbus Project or that we will enter into commercial production.

We anticipate spending approximately $2,835,000 on our exploration program and $200,000 on our capital expenditures for the Columbus Project during the twelve months ending September 30, 2016.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

4


We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are also disclosed in the notes to our interim consolidated financial statements for the period ended September 30, 2015 included in this Quarterly Report on Form 10-Q.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring estimates and assumptions include the valuation of stock-based compensation, impairment analysis of long-lived assets, accrued reclamation and remediation costs and realizability of deferred tax assets and derivative liabilities. Actual results could differ from those estimates.

Mineral Properties - Costs of acquiring mineral properties are capitalized upon acquisition. Exploration costs and costs to maintain mineral properties are expensed as incurred while the project is in the exploration stage. Development costs and costs to maintain mineral properties are capitalized as incurred while the property is in the development stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over the proven and probable reserves.

Mineral Exploration and Development Costs - Exploration expenditures incurred prior to entering the development stage are expensed and included in “Mineral exploration and evaluation expenses”.

Property and Equipment - Property and equipment is stated at cost less accumulated depreciation. Depreciation is principally provided on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 20 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statement of operations.

Impairment of Long-Lived Assets - We review and evaluate our long-lived assets for impairment at each balance sheet date due to our planned exploration stage losses and document such impairment testing. Mineral properties in the exploration stage are monitored for impairment based on factors such as our continued right to explore the property, exploration reports, drill results, technical reports and continued plans to fund exploration programs on the property.

The tests for long-lived assets in the exploration, development or producing stage that have a value beyond proven and probable reserves will be monitored for impairment based on factors such as current market value of the mineral property and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset, including evaluating its reserves beyond proven and probable amounts.

Our policy is to record an impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable either by impairment or by abandonment of the property. The impairment loss is calculated as the amount by which the carrying amount of the assets exceeds its fair value.

Asset Retirement Obligation - Future obligations to retire an asset, including site closure, are recorded as a liability at fair value in the period incurred. The fair value determination is based on estimated future cash flows, the current credit-adjusted risk-free interest rate and an estimated inflation factor. The value of the liability is evaluated at least annually or as new information becomes available. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability will be reduced.

5


Future reclamation expenditures are difficult to estimate in many circumstances due to the early stage nature of the exploration project, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation technology. Changes in estimates are reflected in the consolidated statement of operations in the period an estimate is revised.

LIQUIDITY AND CAPITAL RESOURCES

Our financial position was as follows at September 30, 2015 and December 31, 2014:

    September 30,        
    2015     December 31, 2014  
             
Cash $  774,396   $  259,495  
             
Current liabilities $  230,922   $  1,058,816  
Accrued reclamation costs $  672,338   $  672,338  
Stockholders' equity $  18,285,063   $  17,136,624  

During the nine months ended September 30, 2015, our liquidity position was affected by the following:

We received gross proceeds of $3,800,000 from the sale of 2015 Special Warrants and $10,000 from the exercise of stock options.
The proceeds received from equity transactions allowed us to purchase equipment totaling $298,467, pay down accounts payable by $479,444 and pay BLM claim maintenance fees of $187,807.
Continued work on our technical program and general and administrative activities consumed approximately $2,300,000.

Looking Forward

We have budgeted for the following cash expenditures for the twelve months ending September 30, 2016:

Columbus Project        
 •   Property Payments   $  188,000  
 •   Drilling Program and Mineralization Estimates     1,228,000  
 •   Pilot Plant / Project Feasibility     1,419,000  
    Total for Columbus Project   $  2,835,000  
General and Administration        
    Total for General and Administration   $  1,555,000  
Total Expected Expenses   $  4,390,000  
Total Expected Capital Expenditures   $  200,000  
Total Expected Cash Expenditures   $  4,590,000  

During the next twelve months, we will continue to focus our efforts on developing the Columbus Project, resulting in the following expectations:

Our management anticipates that the minimum cash requirements for funding our proposed exploration programs and our continued operations through September 30, 2016 will be approximately $4,590,000. As of September 30, 2015, we had cash reserves in the amount of approximately $774,000. Our current financial resources are not expected to be sufficient to allow us to meet the anticipated cash expenditures for the twelve month period ending September 30, 2016. In March and April 2015, we completed the sale of 19,000,000 2015 Special Warrants for total gross proceeds of $3,800,000 under our 2015 Special Warrant Offering. As a result of completing the sale of the 2015 Special Warrants, we anticipate that our existing financial resources are sufficient only to pay for the anticipated costs of our exploration program until November 2015. We will require additional financing to complete our exploration plans. If we are unable to obtain additional financing, we will adjust our operating plan depending upon our existing financial resources.

6



Our twelve month budget includes capital expenditures of $200,000; however, we do not have any purchase commitments for capital assets.

Certain key factors will affect our future financial and operating results. These include, but are not limited to the following:

We have not yet earned any operational revenues since our inception. We may not generate sufficient revenues from our proposed business plan in the future to achieve profitable operations. If we are not able to achieve profitable operations at some point in the future, we eventually may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion plans. Our current financial resources may not be sufficient to allow us to meet our anticipated cash expenditures during for the next 12 months and we may require additional financing. We do not have any additional financing arrangements in place, and there is no assurance that we will be able to raise financing sufficient to meet our needs or on terms that are acceptable to us.

 

Obtaining additional financing is subject to a number of factors, including the market prices for base and precious metals, investor interest in our mineral projects, and the performance of equity markets in general. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. If adequate funds are not available or if they are not available on acceptable terms, our ability to fund our business plan could be significantly limited and we may be required to suspend our business operations.

For these reasons, our financial statements filed herewith include a statement that these factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern will be dependent on our raising of additional capital and the success of our business plan.

RESULTS OF OPERATIONS

Revenue. We have not earned any operational revenues since our inception and we do not anticipate earning revenues until our mineral properties enter into commercial production, of which there are no assurances. Our pilot production plant at the Columbus Project is currently being operated for pre-feasibility testing purposes only. We are currently in the exploration stage of our business and we can provide no assurances that we will be able to establish the existence of probable or proved mineral reserves on our properties, or if such reserves are established, that we will be able to enter into commercial production.

Nine Month period ended September 30, 2015 and 2014.

Operating Expenses

Mineral exploration and evaluation expenses decreased by 34% to $1,299,614 during the nine-month period ended September 30, 2015 from $1,978,144 during the nine month period ended September 30, 2014. The decrease was due to reduced claim maintenance fees, reduced operating expenses and metallurgical work performed by a third party consultant in 2014.

Mineral exploration and evaluation expenses – related party decreased by 3% to $333,917 for the nine-month period ended September 30, 2015 from $344,279 during the nine-month period ended September 30, 2014. The decrease is due to reduced reimbursable metallurgy and travel expenses paid to Nanominerals in 2015.

General and administrative expenses increased 2% to $1,369,345 during the nine-month period ended September 30, 2015 from $1,349,035 during the nine-month period ended September 30, 2014.

7


Abandonment of mineral rights expense of $16,245,954 was recorded in Q3 2014 (Q3 2015 $0) as an election was made not to renew 198 mineral claims that previously formed part of the Columbus Project by declining to pay the BLM maintenance fees for those claims.

Other income and (expenses) increased by 192% to $3,944,266 during the nine month period ended September 30, 2015 from $1,350,855 during the nine month period ended September 30, 2014. The increase is primarily due to additional Special Warrants underlying the derivative liability and the decreased stock price affecting the derivative liability valuation at the end of Q3 2015.

Income tax benefit increased by 12% to expense of $2,950 during the nine-month period ended September 30, 2015 from an expense of $2,644 during the nine month period ended September 30, 2014.

Net Income (loss). The aforementioned factors resulted in a net income of $478,880, or $0 per common share, for the nine month period ended September 30, 2015, as compared with a net loss of $19,380,527, or $0.13 per common share, for the nine month period ended September 30, 2014.

Three Month period ended September 30, 2015 and 2014.

Operating Expenses

Mineral exploration and evaluation expenses decreased by 17% to $445,496 during the three month period ended September 30, 2015 from $534,757 during the three months ended September 30, 2014. The decrease was due to decreased claim maintenance fees and reduced operating expenses.

Mineral exploration and evaluation expenses – related party increased by 1% to $105,880 for the three month period ended September 30, 2015 from $105,000 for the three month period ended September 30, 2014. The increase is due to increased reimbursable expenses incurred by Nanominerals.

General and administrative expenses increased by 20% to $471,651 for the three month period ended September 30, 2015 from $391,447 during the three month period ended September 30, 2014. The increase is due to additional stock based compensation recognized related to the April 2015 option grants, partially offset by a decrease in administrative salary expenses.

Abandonment of mineral rights expense of $16,245,954 was recorded in Q3 2014 (Q3 2015 $0) as an election was made not to renew 198 mineral claims that previously formed part of the Columbus Project by declining to pay the BLM maintenance fees for those claims.

Other Income (Expenses) increased by 7,522% to $5,948,140 during the three month period ended September 30, 2015 from $78,041 during the three month period ended September 30, 2014. The increase is primarily due to additional Special Warrants underlying the derivative liability and the decreased stock price affecting the derivative liability valuation at the end of Q3 2015.

Net Income (loss). The aforementioned factors resulted in a net income of $4,836,059 or $0.03 per common share, for the three month period ended September 30, 2015, as compared with a net loss of $17,493,932, or $0.12 per common share, for the three month period ended September 30, 2014.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) that are adopted by us, as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on our consolidated financial statements upon adoption.

8


In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2015. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. Adoption of the new guidance is not expected to have an impact on the consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued “ASU” 2014-15, Presentation of Financial Statements – Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Adoption of the new guidance is not expected to have an impact on the consolidated financial position, results of operations or cash flows.

In November 2014, the FASB issued Accounting Standard Update (“ASU”) 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The ASU clarifies how current guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of a host contract. The ASU is effective for fiscal years and interim periods beginning after December 15, 2015. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

As of September 30, 2015, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures. These controls and procedures are based on the definition of disclosure controls and procedures in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934.

Based on that evaluation as of September 30, 2015, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Management, including our CEO and CFO, have concluded that our disclosure controls and procedures provide reasonable assurance that the controls and procedures will meet their desired control objectives. In designing and evaluating our control system, management recognized that any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, that may affect our operations have been detected. These inherent limitations include the realities that judgments in decision -making can be faulty and that breakdowns can occur because of simple error or mistake.

9


During the fiscal quarter ended September 30, 2015, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

10


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

We will require additional financing to complete our exploration programs for our mineral project.

We expect to spend approximately $4,590,000 during the twelve months ending September 30, 2016 on the exploration of our Columbus Project and the general costs of operating and maintaining our business and mineral properties. We do not currently have sufficient financial resources to pay for our anticipated expenditures for that period. In March and April 2015, we completed the sale of 19,000,000 2015 Special Warrants for total gross proceeds of $3,800,000 under our 2015 Special Warrant Offering. As a result of completing the sale of the 2015 Special Warrants, we anticipate that our existing financial resources are sufficient only to pay for the anticipated costs of our exploration program until November 2015. We will require additional financing to complete our exploration plans. In addition, actual costs of completing our exploration plans could be greater than anticipated and we may need additional financing sooner than anticipated. If we are unable to obtain sufficient financing to complete our exploration plans, we will scale back our plans depending upon our existing financial resources.

Our ability to obtain future financing will be subject to a number of factors, including the variability of market prices for gold and silver, investor interest in our mineral projects, and the performance of equity markets in general. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. If we are not able to obtain financing when needed or in an amount sufficient to enable us to complete our programs, we may be required to scale back our exploration programs.

If we complete additional financings through the sale of our common stock, our existing stockholders will experience dilution.

The most likely source of future financing presently available to us is through the sale of shares of our common stock. The only other anticipated alternative for the financing of further exploration would be the offering by us of an interest in our mineral properties to be earned by another party or parties carrying out further exploration thereof, which is not presently contemplated. Issuing shares of our common stock, for financing purposes or otherwise, will dilute the interests of our existing stockholders.

In order to maintain the rights to our mineral properties, we will be required to make annual filings with federal and state regulatory agencies and/or be required to complete assessment work or pay fees in respect of those properties.

In order to maintain the rights to our mineral projects, we will be required to make annual filings and pay fees with federal and state regulatory authorities. On June 16, 2011, the Governor of Nevada approved Senate Bill 493 (SB 493), which repealed a one-time tiered fee hike on mining claims in Nevada. SB 493 also eliminated a number of tax deductions that had previously been available for companies with mining operations in Nevada. We are currently an exploration stage company and do not have significant mineral extraction activities or any revenues from mining operations and do not expect the elimination of these tax deductions to have a significant impact on our current exploration activities or financial prospects. However, if we do, in the future engage in significant mineral extraction operations, of which there is no assurance, the elimination of these tax deductions could affect our future financial results.

11


In 2012 there was an increase in claim maintenance fees related to association placer claims. Previously, maintenance fees for placer mineral claims were $140 per year per placer claim, with claims being up to 160 acres each. Beginning in 2012, these fees were increased to $140 for every 20 acres of a placer claim, and beginning September 1, 2014, these fees were increased again to $155 for every 20 acres. These increases effectively increased the fee for a 160 acre claim from $140 per year to $1,240.

In addition to claim maintenance fees, we may be required by federal and/or state legislation or regulations to complete minimum annual amounts of mineral exploration work on our mineral properties. A failure by us to meet the annual maintenance requirements under federal and state laws could cause our mineral rights to lapse.

Because we are a mineral exploration company, we face a high risk of business failure.

To date, our primary business activities have involved the acquisition of mineral claims and the exploration of these claims. We have not earned any revenues as of the date of this report. Potential investors should be aware of the difficulties normally encountered by exploration stage companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Because we anticipate that our operating expenses will increase prior to earning revenues, we may never achieve profitability.

Prior to commencing mineral production, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims and the production of minerals thereon, if any, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to ever generate any operating revenues or achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages if and when conducting mineral exploration activities.

The search for valuable minerals involves numerous hazards. As a result, when conducting exploration activities we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found.

We have not yet established proved or probable reserves on the Columbus Project or on our other mineral properties. The search for valuable minerals as a business is extremely risky. Although we have been encouraged by the results of the exploration work conducted by us to date, further exploration work is required before proven or probable reserves can be established, and there are no assurances that we will be able to establish any proven or probable reserves. Exploration for minerals is a speculative venture, necessarily involving substantial risk. The expenditures to be made by us may not result in the discovery of commercial quantities of ore. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. We intend to report the results of our exploration activities promptly after those results have been received and analysed. However, there is no assurance that the test results reported by us will be indicative of extraction rates throughout our mineral properties.

As a result of the public’s lack of familiarity with the assaying methods used by us to analyze samples taken from the sand and clay zones of the Columbus Project, we may occasionally encounter resistance to the reliability of our grade estimates for the Columbus Project. Although we use proven assaying methods, only report extracted and weighed gold and silver and have instituted rigorous testing to ensure the reliability of our exploration results, we may face resistance in the future, which could negatively impact our business, our ability to obtain future financing, and our stock price.

12


Contrary to popular belief, pyrometallurgical and hydrometallurgical tests on a rock sample do not determine the amount of gold or silver present in a sample. Instead, these tests report the amount of gold or silver that is extracted from the sample by the analytical method used. We have engaged in extensive research and testing to determine the best pyrometallurgical and hydrometallurgical methods for extracting gold and silver from the sands and clays present at the Columbus Project. Our research has indicated that caustic fusion (head ore, concentrates) and thiosulphate or cyanide leaching (concentrates) are the best pyrometallurgical and hydrometallurgical methods for extracting gold and silver from the Columbus Project. The pyrometallurgical and hydrometallurgical methods that were chosen by us result in the actual physical extraction of gold and silver from the tested samples.

Caustic fusion is a standard pyrometallurgical method that uses fluxes melted at low temperature to dissolve the sample rock and liberate the contained minerals or metals for subsequent extraction and analysis. Caustic fusion was developed in South Africa over 100 years ago and was first used to liberate diamonds from their refractory kimberlites. It has since been used to quantify other minerals/metals in rocks by analyzing the fused product. Caustic fusion has proven to be a very effective method for extracting gold and silver from the refractory minerals (organics, silicates) in the sand and clay at Columbus, and has been confirmed by extracting comparable precious metal values from bulk leach tests (+/- 1 ton samples).

Fire assaying is the most common pyrometallurgical method used for extracting gold and silver from rock. Fire assaying relies on the use of standardized chemical fluxes to reduce the melting point of the minerals entombing the gold and silver so that they can be liberated and then collected in a lead “button” and examined. Although this process works well for extracting gold entombed in sulfides (e.g. pyrite) and silica, such as that found in Carlin-type gold deposits, the chemical fluxes used in fire assaying methods are ineffective at liberating the gold and silver from refractory minerals (organics and silicates (Fe-Mg-Al-Si-Ox)) as are found at the Columbus Project. As a result, in our tests, fire assaying has shown to be ineffective at extracting commercial values of gold and silver from the sand and clay from the Columbus Project. Similarly, aqua regia digestion has also proven to be ineffective at extracting gold and silver from the sands and clays at Columbus.

To ensure the reliability of our results, we have instituted rigorous QA/QC protocols, including blind random sampling, and the inclusion of blanks, standards and duplicates. To further ensure reliability, we measure only the actual amount of gold and silver physically extracted from our test samples when reporting assay results. We also have extracted gold and silver from large samples (+/- 200-3000 lbs.) by thiosulphate leaching, with the extraction results being comparable to caustic fusion assay results on the same samples, thereby confirming the reliability of the caustic fusion process. However, because caustic fusion is not commonly used and understood for gold and silver assaying, and because gold and silver in the sands and clays at Columbus cannot be confirmed by metal-in-hand extraction using fire assay or aqua regia digestion, we may encounter some resistance to our analytical methods and assay results, which could negatively impact our business, our ability to obtain additional financing, and our stock price.

Even if we establish proven or probable reserves on our mineral claims, we may not be able to successfully reach commercial production.

We anticipate using a low cost, high volume surface dredge operation to mine the Columbus Project. Our pre-feasibility program for the Columbus Project is designed to test and optimize our planned mining process for the Columbus Project. There is no assurance that this pre-feasibility program will result in a decision to enter into commercial production.

In addition, expanding our production facilities to accommodate commercial operations is expected to require substantially more financial resources than what we currently have available to us. There is a risk that we will not be able to obtain such financing if and when needed.

Although we have installed the leach circuit of the onsite pilot production module for the Columbus Project, there is no assurance that this project is commercially feasible.

We have begun testing and optimizing the onsite pilot production module at the Columbus Project. This pilot production module is part of our pre-feasibility study for the Columbus Project and is designed to evaluate the commercial viability of the Columbus Project. There is no assurance that the results of our pre-feasibility program will result in a decision to enter into commercial production.

13


Even if we can successfully reach commercial production, any change to mining laws or regulations or levy of additional taxes in the future may make our planned production process nonviable economically.

Several bills have been introduced by the US federal government that would levy resource taxes on mineral exploration companies. Any levy of additional taxes would have an adverse effect on our business. In addition, laws and regulations governing the exploration of mineral properties and the mining process are subject to change. Changes to mining laws and regulations that would have the effect of increasing the cost of mineral exploration and mining activities would adversely impact our business.

We are subject to compliance with government regulations. The costs of complying with these regulations may change without notice, and may increase the anticipated cost of our exploration programs.

There are several government regulations that materially restrict the exploration of minerals. We will be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.

In addition, if our applications for permits from the relevant regulatory bodies are denied, we may not be able to proceed with our exploration programs.

If we decide to pursue commercial production, we may be subject to an environmental review process that may delay or prohibit commercial production.

Our planned method for mining the Columbus Project is not expected to generate any significant long term environmental impact. However, we have not yet had a comprehensive environmental review conducted on our planned mining operations for the Columbus Project.

Compliance with an environmental review process may be costly and may delay commercial production. Furthermore, there is the possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities do not approve our mine or if the costs of compliance with government regulation adversely affected the commercial viability of the proposed mine.

The market for our common stock is limited and investors may have difficulty selling their stock.

Our shares are currently traded on the over the counter market, with quotations entered for our common stock on the OTC Pink marketplace tier under the symbol “IRLD.” However, the volume of trading in our common stock is currently limited. As a result, holders of our common stock may have difficulty selling their shares.

Because our common stock is a penny stock, stockholders may be further limited in their ability to sell their shares.

Our shares constitute a penny stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are expected to remain classified as a penny stock for the foreseeable future. Classification as a penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to Rules 15g-2 through 15g-9 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.

No assurance that forward looking assessments will be realized.

Our ability to accomplish our objectives and whether or not we are financially successful is dependent upon numerous factors, each of which could have a material effect on the results obtained. Some of these factors are in the discretion and control of management and others are beyond management’s control. The assumptions and hypotheses used in preparing any forward-looking assessments contained herein are considered reasonable by management. There can be no assurance, however, that any projections or assessments contained herein or otherwise made by management will be realized or achieved at any level.

14


If we are, or were, a U.S. real property holding corporation, non-U.S. holders of our common stock or other security convertible into our common stock could be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of such security.

If we are or ever have been a U.S. real property holding corporation (a “USRPHC”) under the Foreign Investment Real Property Tax Act of 1980, as amended (“FIRPTA”) and applicable United States Treasury regulations (collectively, the “FIRPTA Rules”), unless an exception applies, certain non-U.S. investors in our common stock (or options or warrants for our common stock) would be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of shares of our common stock (or such options or warrants), and such non-U.S. investor would be required to file a United States federal income tax return. In addition, the purchaser of such common stock, option or warrant would be required to withhold from the purchase price an amount equal to 10% of the purchase price and remit such amount to the U.S. Internal Revenue Service.

We have not conducted a formal analysis of whether we are or have ever been a USRPHC. However, we believe that we may be a USRPHC. In general, under the FIRPTA Rules, a company is a USRPHC if its interests in U.S. real property comprise at least 50% of the fair market value of its assets. If we are or were a USRPHC, so long as our common stock is “regularly traded on an established securities market” (as defined under the FIRPTA Rules), a non-U.S. holder who, actually or constructively, holds or held no more than 5% of our common stock is not subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of our common stock under FIRPTA. In addition, other interests in equity of a USRPHC may qualify for this exception if, on the date such interest was acquired, such interests had a fair market value no greater than the fair market value on that date of 5% of our common stock. Any of our common stockholders (or owners of options or warrants for our common stock) that are non-U.S. persons should consult their tax advisors to determine the consequences of investing in our common stock (or options or warrants).

We have not held an annual meeting for the election of directors since our incorporation.

Pursuant to the provisions of the Nevada Revised Statutes (the “NRS”), directors are to be elected at the annual meeting of the stockholders. Pursuant to the NRS and our bylaws, our board of directors is granted the authority to fix the date, time and place for annual stockholder meetings. However, no date, time or place has yet been fixed by our board for the holding of an annual stockholder meeting. Pursuant to the NRS and our bylaws, each of our directors holds office after the expiration of his term until a successor is elected and qualified, or until the director resigns or is removed. Under the provisions of the NRS, if an election of our directors has not been made by our stockholders within 18 months of the last such election, then an application may be made to the Nevada district court by stockholders holding a minimum of 15% of our outstanding stockholder voting power for an order for the election of directors in the manner provided in the NRS.

FOR ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, AN INVESTMENT IN OUR SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING TO INVEST IN OUR SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET-FORTH IN THIS REPORT AND IN THE OTHER REPORTS AND DOCUMENTS THAT WE FILE FROM TIME TO TIME WITH THE SEC AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN OUR SECURITIES. AN INVESTMENT IN OUR SECURITIES SHOULD ONLY BE ACQUIRED BY PERSONS WHO CAN AFFORD TO LOSE THEIR TOTAL INVESTMENT.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

15



ITEM 4. MINE SAFETY DISCLOSURES.

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95-1 to this Report on Form 10-Q.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:

Exhibit
Number

Description of Exhibit
3.1   Articles of Incorporation.(1)
3.2   Certificate of Amendment to Articles - Name Change from Merritt Ventures Corp. to Ireland Inc.(2)
3.3   Certificate of Change – 4-for-1 Stock Split.(3)
3.4   Bylaws.(1)
4.1   Form of Warrant.(15)
10.1   2007 Stock Incentive Plan.(4)
10.2 Consulting Agreement between the Company and RJ Falkner & Company, Inc., dated for reference as of November 5, 2007.(5)
10.3 Consultant Non-Qualified Stock Option Agreement between the Company and R. Jerry Falkner, dated effective as of November 5, 2007.(5)
10.4 Mining Lease Agreement dated November 30, 2007 between DDB Syndicate and Columbus S.M., LLC.(7)
10.5   Management Employment Agreement for David Z. Strickler.(14)
10.6   Non-Qualified Stock Option Agreement for Douglas D.G. Birnie.(9)
10.7   Non-Qualified Stock Option Agreement for Robert D. McDougal.(9)
10.8   Non-Qualified Stock Option Agreement for Michael A. Steele.(9)
10.9   Non-Qualified Stock Option Agreement for Mark H. Brennan.(9)
10.10   Non-Qualified Stock Option Agreement for David Z. Strickler, Jr.(10)
10.11   Non-Qualified Stock Option Agreement dated April 8, 2011 for Mark H. Brennan.(11)
10.12 Amended and Restated Option Agreement dated July 20, 2011 between Sierra Mineral Management Inc. and Ireland Inc.(12)
10.13   Non-Qualified Stock Option Agreement for Douglas D.G. Birnie.(13)
10.14   Non-Qualified Stock Option Agreement for Robert D. McDougal.(13)
10.15   Non-Qualified Stock Option Agreement for David Z. Strickler, Jr.(13)
10.16   Form of Securities Purchase Agreement.(15)
10.17   Form of Registration Rights Agreement.(15)
10.18   Non-Qualified Stock Option Agreement effective February 15, 2013 for Douglas D.G. Birnie.(16)
10.19   Non-Qualified Stock Option Agreement effective February 15, 2013 for Robert D. McDougal.(16)
10.20   Non-Qualified Stock Option Agreement effective February 15, 2013 for David Z. Strickler, Jr.(16)
10.21   Non-Qualified Stock Option Agreement effective February 15, 2013 for Mark H. Brennan.(16)
10.22   Non-Qualified Stock Option Agreement effective April 16, 2013 for Steven A. Klein.(17)
10.23   Non-Qualified Stock Option Agreement effective January 17, 2014 for Douglas D.G. Birnie.(19)
10.24   Non-Qualified Stock Option Agreement effective January 17, 2014 for Robert D. McDougal.(19)
10.25   Non-Qualified Stock Option Agreement effective January 17, 2014 for David Z. Strickler, Jr.(19)
10.26   Non-Qualified Stock Option Agreement effective January 17, 2014 for Mark H. Brennan.(19)

16



Exhibit
Number

Description of Exhibit
10.27   Non-Qualified Stock Option Agreement effective January 17, 2014 for Steven A. Klein. (19)
10.28   Form of Special Warrant Subscription Agreement.(18)
10.29   Nanominerals Subscription Agreement.(18)
10.30 Termination and Mutual Release Agreement dated August 27, 2014 between the Company and Sierra Mineral Management Inc.(20)
10.31   Form of Special Warrant Subscription Agreement.(22)
10.32   Non-Qualified Stock Option Agreement effective April 1, 2015 for Douglas D.G. Birnie.(23)
10.33   Non-Qualified Stock Option Agreement effective April 1, 2015 for Robert D. McDougal.(23)
10.34   Non-Qualified Stock Option Agreement effective April 1, 2015 for David Z. Strickler, Jr.(23)
10.35   Non-Qualified Stock Option Agreement effective April 1, 2015 for Mark H. Brennan.(23)
10.36   Non-Qualified Stock Option Agreement effective April 1, 2015 for Steven A. Klein.(23)
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1   Mine Safety Disclosures.
99.1   Columbus Project Claims Summary.(21)
101.INS   XBRL Instance Document.
101.SCH   XBRL Taxonomy Extension Schema.
101.CAL   XBRL Taxonomy Extension Calculation Linkbase.
101.DEF   XBRL Taxonomy Extension Definition Linkbase.
101.LAB   XBRL Taxonomy Extension Label Linkbase.
101.PRE   XBRL Taxonomy Extension Presentation Linkbase.

Notes:

(1)

Filed as an exhibit to our Registration Statement on Form SB-2 originally filed April 18, 2002, as amended.

(2)

Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2005 filed April 12, 2006.

(3)

Filed as an exhibit to our Current Report on Form 8-K filed April 30, 2007.

(4)

Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2006 filed April 5, 2007.

(5)

Filed as an exhibit to our Current Report on Form 8-K filed November 9, 2007.

(6)

Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2003 filed September 28, 2004.

(7)

Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2007 filed March 31, 2008.

(8)

Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2009 filed April 15, 2010.

(9)

Filed as an exhibit to our Current Report on Form 8-K filed July 28, 2010.

(10)

Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2010 filed March 30, 2011.

(11)

Filed as an exhibit to our Current Report on Form 8-K filed April 13, 2011.

(12)

Filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended June 30, 2011 filed August 19, 2011.

(13)

Filed as an exhibit to our Current Report on Form 8-K filed August 26, 2011.

(14)

Filed as an exhibit to our original Annual Report on Form 10-K for the year ended December 31, 2011 filed March 30, 2012.

(15)

Filed as an exhibit to our Current Report on Form 8-K filed December 6, 2012.

(16)

Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2012, filed April 15, 2013.

(17)

Filed as an exhibit to our Post-Effective Amendment No. 1 on Form S-1/A filed April 19, 2013.

(18)

Filed as an exhibit to our Current Report on Form 8-K filed March 28, 2014.

(19)

Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2013, filed March 31, 2014.

(20)

Filed as an exhibit to our Current Report on Form 8-K filed September 4, 2014.

(21)

Filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended September 30, 2014 filed November 19, 2014.

(22)

Filed as an exhibit to our Current Report on Form 8-K filed March 4, 2015.

(23)

Filed as an exhibit to our Quarterly Report on Form 10-Q filed May 15, 2015.

17


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 thereunto duly authorized.

      IRELAND INC.
       
       
       
Date: November 16, 2015 By: /s/ Douglas D.G. Birnie
      DOUGLAS D.G. BIRNIE
      Chief Executive Officer, President and Secretary
      (Principal Executive Officer)
       
       
       
       
Date: November 16, 2015 By: /s/ Robert D. McDougal
      ROBERT D. MCDOUGAL
      Chief Financial Officer and Treasurer
      (Principal Financial Officer and Principal Accounting
      Officer)