0001062993-17-001569.txt : 20170330 0001062993-17-001569.hdr.sgml : 20170330 20170330144818 ACCESSION NUMBER: 0001062993-17-001569 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170328 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170330 DATE AS OF CHANGE: 20170330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRELAND INC. CENTRAL INDEX KEY: 0001166338 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 912147049 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50033 FILM NUMBER: 17725190 BUSINESS ADDRESS: STREET 1: 2360 WEST HORIZON RIDGE PARKWAY STREET 2: SUITE 100 CITY: HENDERSON STATE: NV ZIP: 89052 BUSINESS PHONE: 702-932-0353 MAIL ADDRESS: STREET 1: 2360 WEST HORIZON RIDGE PARKWAY STREET 2: SUITE 100 CITY: HENDERSON STATE: NV ZIP: 89052 FORMER COMPANY: FORMER CONFORMED NAME: MERRITT VENTURES CORP DATE OF NAME CHANGE: 20020131 8-K 1 form8k.htm FORM 8-K Ireland Inc.: Form 8K - Filed by newsfilecorp.com

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 28, 2017
Date of Report (Date of earliest event reported)

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

NEVADA 000-50033 91-2147049
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation) Number)  

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

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

NOT APPLICABLE
(Former name or former address, if changed since last report)

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

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

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

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

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



ITEM 3.02 Unregistered Sales of Equity Securities.

On March 28, 2017, Ireland Inc. (the “Company”) completed the sale of 28,119,123 shares of its common stock at a price of $0.08 per share for gross proceeds of $2,249,530. An additional 21,250,000 shares of the Company’s common stock was issued to Nanominerals Corp. in settlement of $1,700,000 in amounts owed by the Company to Nanominerals. The shares were issued and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506(b) on the basis that each of the purchasers is an “accredited investor” as defined in Rule 501(a) of the Securities Act and the Company did not engage in any general solicitation or general advertising in connection with the offering.

Attached as exhibit 99.1 to this report in a copy of the Company’s news release dated March 29, 2017 regarding the private placement financing.

ITEM 9.01 Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number Description of Exhibit
99.1 News release dated March 29, 2017.

SIGNATURE

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

    IRELAND INC.
Date: March 29, 2017  
   By:                                                                                                          
    /s/ David Strickler
    Name: David Strickler
    Title: Chief Operating Officer

2


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Ireland Inc.: Exhibit 10.1 - Filed by newsfilecorp.com

Ireland Inc. Completes $5.28 Million Equity Financing to Fund Gold and Palladium Recovery Programs

HENDERSON, Nevada – (March 29, 2017) – Ireland Inc. (OTCBB: IRLD) announced it has completed a $2.2 million private placement equity financing, following raising $3 million through the exercise of previously issued warrants. Planned use of proceeds from the capital raise will fund the technical program and expanded work for the Company’s ongoing gold and palladium precious metals extraction process at the Columbus Project, located in Esmeralda County, Nevada, and settle substantially all outstanding debt.

Completed Offering

  • Accredited investors exercised 38.6 million warrants at a price of $0.08 per Warrant, generating gross proceeds of $3.08 million.
  • Accredited investors purchased Common Stock at $0.08 per share, generating gross proceeds of $2.2 million.
  • Nanominerals Corp converted $1.7 million that it was owed by Ireland into common stock at $0.08 per share.

Douglas D.G. Birnie, President of Ireland Inc. said that, “I want to thank both the holders who exercised their Warrants and the stockholders who participated in the financing. The Warrant holders all had obviously been stockholders for quite some time and most of the funding in the private placement came from existing long-term stockholders. While the undertaking of our precious metals extraction process has taken much, much longer than originally expected, it is encouraging to see how many still share our high expectations for success. This financing should carry us through 2017 and should result in finally establishing us as a significant commercial mining entity,” concluded Birnie.

Palladium Extraction
As previously announced on January 19, 2017, recent work at the onsite laboratory and the pilot plant has created a potential new source of additional value to the Columbus Project. Testing of the gold smelting process on materials thermally treated at the pilot plant has given rise to the development of a separate smelting step that has resulted in palladium (Pd) extraction rates significantly higher than previously identified. The discovery of material quantities of extractable Pd in both the sand and the concentrates is very significant to the project.

Testing – Recap of Gold and Palladium Pilot Plant and Laboratory Extraction

 
  • Pilot plant circuit, including thermal pretreatment, leach (TPAC) and concentration are capable of processing 500lbs of sands per test.

     
  • Volume scale tests (~500lbs) of the pilot plant TPAC and concentrating circuits are ongoing.

     
  • Current two-step smelting method:

     
  • Pd is extracted in the first smelt then followed by Au in the second smelt.

     
  • Optimization of the smelt process on Lab samples (42g to 416g) is currently underway.

     
  • Pilot plant concentrates (±7,500g) will be processed after optimization is completed.

     
  • Results of smelting tests on pretreated sands resulted in the extraction of palladium at levels significantly above the previously identified levels of the metal. Pd extraction rates averaged 0.59 opt Pd, or 0.354 opt gold equivalent (AuE) based on 1oz Pd = 0.6oz Au, on samples taken from the same location.

    Readers are cautioned that the materials sampled for the tests shown above are all from a single area within the Columbus Project site, and may not be indicative of results for the rest of the North Sand Zone or the Columbus Project as a whole. The Company believes that, because the project site is comprised of alluvial soil, mineralization deposits are wide spread throughout the Columbus Project site. Third party chain of custody protocols were not observed during current testing as Ireland personnel are assisting in sample collection and preparation. In addition, in the past, Ireland has encountered difficulties when attempting to translate extraction results achieved under laboratory conditions to the larger scale on-site pilot plant. Ireland believes that this risk is reduced because the current pilot plant was used in its most recent successful test work reported above.

    #100–2360WestHorizonRidgeParkway,Henderson,NV,89052
    T:702.932.0353 F:702.932.0338


     

    Ongoing Work

     
  • Current work is now focused on optimizing the smelting process for Au/Pd extraction on both the head ore and the pilot plant concentrates.

     
  • This work includes the purchase and installation of additional lab equipment and smelting furnaces to accomplish these tasks.

     
  • The new lab equipment is now installed. Current smelting capacity is sufficient to complete the optimization work, after which larger smelting furnaces will be installed to handle the pilot plant volume of concentrates more efficiently. The larger furnaces have been purchased and are expected to be delivered by April 15, 2017.

     
  • Ireland expects to be able to determine the economics of the process metallurgy by mid-2017 after several pilot plant runs are successfully completed.

     
  • Engagement of lawyers, accountants and auditors to bring SEC quarterly and annual filings up to date is ongoing and is expected to be completed in June 2017.

     
  • In the second half of 2017 the Company intends to:

     
  • Engage a third party for drill core re-analysis to determine the extractable grade of precious metals.

     
  • Continue to operate the pilot plant and laboratory smelting circuit to process 500lbs per test.

     
  • Commence Phase 4 drill program to define potential resources in the area south of the previously drilled zones.

    Budget
    Ireland’s planned budget for 2017 is broken down as follows:

        Q1     Q2     Q3     Q4     Total  
    Operations $ 685,000   $ 605,000   $ 630,000   $ 740,000   $ 2,660,000  
    Filings $ 205,000   $ 90,000   $ 65,000   $ 65,000   $ 425,000  
    OutstandingDebt $ 690,000                     $ 690,000  
    3rdPartyAnalysis $ 0   $ 150,000   $ 300,000         $ 450,000  
    DrillProgram                   $ 60,000   $ 60,000  
                                   
    CapitalExpenditures                              
    NewEquipment $ 305,000   $ 150,000               $ 455,000  
    WellConstruction       $ 150,000               $ 150,000  
    SiteImprovements       $ 120,000         $ 50,000   $ 170,000  
    BLMBondingUpdate       $ 100,000               $ 100,000  
                                   
    Totals $ 1,885,000   $ 1,365,000   $ 995,000   $ 915,000   $ 5,160,000  

    #100–2360WestHorizonRidgeParkway,Henderson,NV,89052
    T:702.932.0353 F:702.932.0338


     

    Company Capitalization
    The updated capitalization table of the company is as follows:

    Issued and Outstanding Shares 271,557,380
    Warrants and Options 50,528,000
    Fully Diluted 322,085,380

    About Ireland Inc.
    Based in Henderson, Nevada, Ireland Inc. (www.irelandminerals.com) is a minerals exploration and development Company that targets properties containing large-scale deposits of precious metals in the southwestern United States. In early 2008, Ireland completed the acquisition of the Columbus Project located in Esmeralda County, NV, near Tonopah.

    Forward-Looking Statements
    This document may include statements that constitute “forward-looking” statements, usually containing the words “believe,” “estimate,” “project,” “expect,” “plans” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, Ireland’s limited operating history, future trends in mineral prices, the availability of capital, geological or mechanical difficulties affecting Ireland’s planned geological work programs, and uncertainties surrounding estimates of mineralized material. Extraction rates and mineralization grades from test results on individual samples may not be representative of extraction rates or grades that can be obtained from other samples or from commercial scale extraction efforts. Additional exploration work will be required to fully define the extent of the Columbus Project’s mineralized areas and before proved or probable mineral reserves can be established. There is no assurance that the results of Ireland’s exploration of pre-feasibility programs will result in a decision to enter into commercial production. In addition, Ireland’s actual financial and capital requirements may be greater than projected and there is no assurance that Ireland will be able to raise sufficient financing to proceed with its exploration and development plans or finance its ongoing business activities. Ireland undertakes no obligation to update the forward-looking statements in this document.

    The United States Securities and Exchange Commission (the “SEC”) permits U.S. mining companies to disclose in their filings with the SEC only “reserve estimates,” which are those parts of a mineral deposit that Ireland can economically and legally extract or produce at the time the estimate is made. Ireland may use certain terms in this press release such as “measured,” “indicated,” and “inferred” “resources.” SEC guidelines strictly prohibit U.S. registered companies from including these terms in their filings with the SEC. Further, inferred resource estimates generally may not be used as the basis for pre-feasibility or feasibility studies. There are no assurances that any resource estimates can be economically or legally extracted or produced or that any of these resource estimates will ever be converted to reserves. There are also no assurances that any inferred resource estimates will be converted into indicated or measured resources. The mineralization estimates provided in this release are based on internal calculations and have not been independently confirmed.

    Investors are advised to carefully review the reports and documents that Ireland Inc. files from time to time with the SEC, particularly its Annual, Quarterly and Current Reports, which may be obtained from the SEC’s website at http://www.sec.gov/edgar.shtml.

    Investor Relations Contact:
    Terri MacInnis, VP Investor Relations
    Bibicoff + MacInnis, Inc.
    818.379.8500 terri@bibimac.com

    #100–2360WestHorizonRidgeParkway,Henderson,NV,89052
    T:702.932.0353 F:702.932.0338


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