IRELAND INC.

IRELAND INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On March 28, 2017 Ireland sold 28,119,123 shares at $0.08 for $2,249,530 and issued 21,250,000 shares to Nanominerals to settle $1,700,000 it owed them. This further dilutes shareholders at a price equal to the reduced warrant price, and shows the company owed Nanominerals money.

capital raising announcement

Between January 20 and February 27, 2017, 38,455,921 shares were issued on warrant exercises at a temporarily reduced $0.08, raising $3,076,473; warrants due to expire December 31, 2016 were extended to February 17, 2017 and lapsed if unexercised. Also, 1,659,461 shares were issued at $0.064 to creditors converting loans, and consultant warrants at $0.14 expiring February 17, 2020 were agreed. The $0.08 price is far below the earlier $0.75-$0.95 warrant prices, and many new shares were created. The filing mentions creditor loans, which the earlier context did not show.

capital raising announcement

On August 31, 2016 Ireland let 328 more Columbus claims lapse, expecting to save about $133,000 a year. Columbus is now 126 placer claims and 12 millsite claims (about 6,778 acres plus 80 acres private), keeping the North and South Sand Zones and the permitted mine area with the pilot plant. This continues the shrinking of Columbus begun in 2014 (from 466 claims).

asset acquisition disposition

Effective February 26, 2016 Ireland issued warrants for 4,500,000 shares to Nanominerals under a verbal agreement, and 450,000 to other consultants, all at $0.40 expiring February 28, 2020, for 2015 consulting services. Separately all 21,025,000 outstanding 2015 special warrants converted on February 28, 2016 into shares plus $0.40 warrants. This resolves the 2015 special warrant thread and adds dilution.

capital raising announcement

Effective April 10, 2015 Klein (100,000) and Birnie (250,000) subscribed for 2015 special warrants at $0.20, $70,000 in total. Separately, holders of all the March 2014 special warrants dealt with them: 8,075,000 rolled into 2015 special warrants at no extra cost, and 1,600,000 converted into shares plus $0.40 warrants expiring March 29, 2019. This resolves the 2014 special warrant conversion thread.

capital raising announcement

The 2015 special warrant offering closed on March 23, 2015 with 18,650,000 sold at $0.20 for $3,730,000, exceeding the 15,000,000 originally offered by 3,650,000. Each converts into a share plus a $0.40 warrant expiring February 28, 2020. This completes the raise started March 4 and adds many potential new shares.

capital raising announcement

On March 4, 2015 the board approved a new offering of up to 15,000,000 special warrants at $0.20 (up to $3,000,000), each convertible free into a share plus a $0.40 warrant expiring February 28, 2020. A first sale of 1,975,000 special warrants for $395,000 closed that day. This repeats the March 2014 structure and price, with a term ending by February 28, 2016.

capital raising announcement

On August 27, 2014 Ireland ended its Red Mountain option with Sierra Mineral Management for a $50,000 payment, abandoning that project; the company said it wanted to redirect budgeted funds to exploration at Columbus. It also let 198 Columbus claims lapse, expected to save about $212,000 a year, leaving Columbus with 466 claims (about 23,498 acres including private land) and its main 2,000-acre focus area retained. This resolves the open Red Mountain option thread and narrows the company to Columbus.

asset acquisition disposition

On March 24, 2014 Ireland sold 12,525,000 special warrants at $0.20 for $2,505,000, each convertible at no cost into a share plus a $0.40 warrant expiring March 29, 2019. Directors, officers and Nanominerals took part ($275,000 of the total by the table; Klein's total is shown as $600,000 including trusts). On March 25 Nanominerals also agreed to buy $300,000 of units by August 15, 2014, at the greater of $0.20 or the 10-day average price. The price is well below the $0.45-$0.55 of prior raises (comparison from earlier context), and conversion adds many shares.

capital raising announcement

On November 30, 2012 Ireland sold 8,896,901 shares plus warrants for the same number of shares (exercise $0.95, four years) to accredited investors, with net proceeds of $5,411,491. Craig-Hallum Capital Group was placement agent and received $335,000 including expenses. Ireland must register the resale of the shares within 45 days, with penalties up to 6% of proceeds if it fails. More dilution; the per-share price is not stated in the filing.

capital raising announcement

On March 8, 2012 Ireland issued a further 4,030,000 units at $0.50 for $2,015,000 to accredited investors, on the same terms as the February tranche (a share plus a warrant at $0.80 to March 31, 2015). Together with February that is 9,560,000 units and $4,780,000 for this raise. A finder gets $8,000 plus 16,000 warrants on 400,000 of the units.

capital raising announcement

On February 23, 2012 Ireland issued 5,530,000 units at $0.50 for $2,765,000 (5,230,000 US units for $2,615,000 and 300,000 offshore units for $150,000). Each unit is a share plus a full warrant at $0.80 to March 31, 2015. This is the first closing of the placement announced February 16 and dilutes existing holders.

capital raising announcement

Ireland issued 2,083,645 units on June 3, 2011 ($1,146,005) and 450,000 on June 8 ($247,500) at $0.55, closing its 2011 private placement at 5,018,199 units and $2,760,010 gross. Each unit is a share plus half a warrant at $0.80 to June 30, 2014. Subscribers also get a right to swap into terms of any further 2011 offering, which could mean more shares or better warrants for them. More dilution for existing holders.

capital raising announcement

Ireland closed the December 2009 offering, issuing 11,035,000 units at $0.45 for $4,965,750 in total: 10,835,000 US units ($4,875,750, issued January 8 and 13, 2010, 835,000 over the originally approved size) and 200,000 foreign units ($90,000). Warrants are $0.75 to June 30, 2013, with the company able to accelerate if the share price averages over $4.50 for 20 days plus a volume test. Planned use is about $1,800,000 each for Red Mountain and Columbus drilling, the rest for working capital. This meets the 6,000,000-unit minimum set in December and adds more shares.

capital raising announcement

On December 18, 2009 the board approved a new US private placement of up to 10,000,000 units at $0.45, each a share plus half a warrant at $0.75 expiring June 30, 2013, with a minimum of 6,000,000 units needed by January 8, 2010 or funds are refunded. If fully sold, about $1,800,000 each is planned for drilling at Red Mountain and Columbus, with the rest for working capital. This follows the 2009 placements closed in November; completion is not assured and existing holders would be diluted.

capital raising announcement

On November 17, 2009 the board cut the exercise price of the 2007 placement warrants from $1.00 to $0.75 (matching the 2009 warrants) and raised the acceleration trigger from $3.50 to $4.50 over 20 trading days, adding a volume test of at least 0.2% of free float. This is a further change to the 2007 warrants after the extension days earlier, and favours the holders on price. A news release says the company completed a $6.25 million financing to finish the 2009 drill program, start the onsite pilot plant and fund pilot operations into the third quarter of 2010.

security holder rights change

On November 14, 2009 Ireland closed its 2009 placements with a fourth tranche of 3,334,444 US units ($1,500,500) and 700,000 foreign units ($315,000) at $0.45. Totals are 5,328,244 US units ($2,397,710) and 8,561,111 foreign units ($3,852,500), with commissions of $286,526 plus 272,882 warrants. The board also amended the 2009 warrants without any payment from holders: expiry extended to June 30, 2013, acceleration price raised from $3.00 to $4.50, and a trading-volume test added. The 2007 warrants (at $1.00) were extended to June 30, 2013 as well. This completes the fundraising begun in August, with more dilution.

capital raising announcement

On February 20, 2008 Ireland completed the purchase of Columbus Brine Inc., issuing 10,440,087 shares and 5,220,059 five-year warrants at $2.39 to CBI's former holders; it now owns 100% of the Columbus Project in Esmeralda County, Nevada. This completes the deal announced in December 2007 and dilutes existing shareholders. CBI director Lawrence Chizmar joined the board. About 55% of the project's claims are leased from the DDB Syndicate (owned partly by Birnie, Chizmar and Nanominerals affiliates): $130,000 is due by June 30, 2008, then $30,000 a year, with an option to buy for $400,000 less rent paid, or $10 plus a 2% royalty. Pro forma financials are to follow by May 7, 2008.

asset acquisition disposition

On January 31, 2008 the CBI merger agreement was amended: the closing deadline moved to February 22, 2008 and the share price for the deal was fixed at $1.9157. Ireland also confirmed its due diligence on CBI was done, and agreed to issue no other new shares (apart from option/warrant exercises, Red Mountain claim shares and merger shares) until the merger closes or ends. If the deal isn't done by February 22, CBI may negotiate with other parties. The fixed price resolves the earlier open share-count formula (inference: at $20,000,000 this implies roughly 10.4 million shares, which is fewer than the roughly 10.6 million first estimated).

material agreement

On December 14, 2007 Ireland agreed to buy Columbus Brine Inc. (CBI) by merging it into a subsidiary, to get 100% of the Columbus Project, which it previously held only an option on from the August 2007 deal. CBI holders would get about $20,000,000 of Ireland shares (about 10,600,000 shares at the then-current price, price set by a 60-day average with a $0.25 floor and $2.00 cap) plus one five-year warrant per two shares at 125% of that price. Closing was set for January 31, 2008, subject to CBI shareholder approval, a Reg D exemption, CBI financials and due diligence. CBI also enlarged the project from about 19,300 to 42,500 acres via a lease from the DDB Syndicate, in which CEO Birnie owns a 1/8 interest (possible payments up to $50,000 or a 0.25% royalty). The board grew from one to three, adding CFO Robert McDougal and Michael Steele (whose affiliate bought 400,000 units at $0.65 in the 2007 placement). The deal would issue new shares, so existing holders would be diluted.

business combination

Ireland closed its private placements on October 19, 2007 with a fourth tranche of 3,600,000 US units and 1,126,500 foreign units at $0.65. Across both offerings it sold 20,000,000 units for gross proceeds of $13,000,000, and it agreed to pay $243,653 in cash commissions and issue 160,650 agent warrants. The US offering ran 1,812,000 units over its original approved amount, offset by cutting the foreign offering by the same number. This completes the fundraising begun in June and adds 20,000,000 new shares.

capital raising announcement

Ireland completed the third tranche of its placements on September 14, 2007, issuing 1,895,000 units to non-US persons and 2,000,000 units to US accredited investors at $0.65 per unit. On September 20 it extended the warrants to two years from issue and changed the acceleration terms: the share price must average $3.50 over 20 trading days, and acceleration cannot happen until one year after issue. The change applies to warrants already issued and future ones, and it benefits warrant holders. Commissions of $39,357.50 were paid on part of the non-US sales.

capital raising announcement

Ireland, Nanominerals and Lorrie Archibald amended the March 2007 assignment agreement for the Columbus and Red Mountain projects. The share numbers were restated for the 4-for-1 split (30,000,000 shares to Nano and nominees, 18,200,000 from Archibald to Nano). Ireland no longer has to issue the $5,000,000 of promissory notes. It agreed to a 5% royalty to Nano on any future projects Nano assigns to it and to reimburse all documented Nano spending on both projects. This changes the earlier deal terms in the company's favour on debt, with a broader royalty and reimbursement.

material agreement

Ireland completed the second tranche of its April 2007 private placements on July 20, 2007, issuing 3,150,000 units to non-US persons and 3,962,000 units to US accredited investors at $0.65 per unit. It paid S&P Investors a commission of $161,752.50 on 3,555,000 US units and will issue agent's warrants to S&P. This continues the share issuance begun in June.

capital raising announcement

Ireland hired S&P Investors as its agent for a US share offering, paying a 7% commission plus agent warrants. It also issued a first tranche of 2,016,000 units to non-US investors and 2,250,000 units to US accredited investors at $0.65 per unit. Each unit is one share plus a half warrant exercisable at $1.00 for one year. This is the first tranche of the placements announced April 25, 2007, so existing shareholders are diluted.

capital raising announcement

Now named Ireland Inc., the company gave notice of a coming change in control tied to its March 2007 deal with Nanominerals Corp. Nano is to assign it options on the Columbus (Nevada) and Red Mountain (California) mineral projects in exchange for 30,000,000 new shares, a 5% net smelter royalty and $5,000,000 of promissory notes. CEO Lorrie Ann Archibald is to sell all 18,200,000 of her shares to Nano, which would hold 42,200,000 shares (69.7% per the filing's table). Douglas Birnie is to become president and a director, and Archibald is to resign as a director. Closing was expected around June 30, 2007.

business combination

The company, then filing under the name Merritt Ventures Corp., signed an option with International Arimex Resources on May 5, 2004 to earn up to a 75% interest in four mineral claims (the Claw claims) in British Columbia, Canada. To earn 60% it must spend $225,000 on exploration by December 31, 2004, and a further $100,000 by December 31, 2005 for another 15%. It must also show $250,000 of financing by June 30, 2004 to keep the option alive.

asset acquisition disposition