Each one in plain English, with the numbers worked through for a shareholder.
16 Nov 2009capital raising announcement● NeutralMajor
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.
On October 9, 2009 Ireland issued a third tranche: 5,915,000 foreign units ($2,661,750) and 730,000 US units ($328,500) at $0.45. The foreign offering is now 2,361,111 units over its original approved size, so the US maximum was cut by the same amount, leaving up to 5,645,089 US units. Totals so far are 7,861,111 foreign units ($3,537,499.95) and 1,993,800 US units ($897,210). It continues the 2009 placement.
On September 2, 2009 Ireland issued a second tranche of 1,946,111 units at $0.45: 400,000 US units for $180,000 and 1,546,111 foreign units for $395,750. Terms are as before (a share plus a half warrant at $0.75 to June 30, 2012). It continues the August 2009 placement and adds more shares.
What it means for a shareholder
1.9m new shares at $0.450 to raise about $875,750. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On August 14, 2009 Ireland began a new private placement, issuing 1,263,800 units at $0.45 (863,800 US units for $388,710 and 400,000 foreign units for $180,000). Each unit is one share plus a half warrant at $0.75 expiring June 30, 2012. This is the first tranche and the filing says completion of the rest is not assured; existing holders are diluted.
What it means for a shareholder
1.3m new shares at $0.450 to raise about $388,710. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
17 June 2009security holder rights change● Neutral
On June 17, 2009 Ireland extended the expiry of the $1.00 warrants from its 2007 placements to June 30, 2012, keeping the company's right to accelerate expiry if the stock averages over $3.50 for 20 trading days. This gives warrant holders more time and follows the earlier September 2007 extension. No other terms changed.
On May 4, 2009 Ireland furnished a news release with more assay results from its 2008 drilling program, plus a Bull & Bear Financial Report article. Ireland paid Bull & Bear $16,900 for the article and for publishing its news releases for six months. No assay figures appear in the filing text.
On April 22, 2009 Ireland furnished a slide presentation with updated 2009 budget estimates and a news release with updated assay results from its 2008 drilling program. The filing text itself gives no assay figures or budget numbers, so the results are not known from this filing.
26 Feb 2008asset acquisition disposition▲ GoodMajor
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.
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).
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.
On November 5, 2007 Ireland hired RJ Falkner & Company for investor relations work through August 15, 2008, at $3,000 a month. R. Jerry Falkner also received an option to buy 100,000 shares at $1.75, expiring August 15, 2017. After August 15, 2008 the contract continues month to month unless cancelled.
24 Oct 2007capital raising announcement▲ GoodMajor
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.
On October 15, 2007 Ireland appointed Brown Armstrong Paulden McCown Starbuck Thornburgh & Keeter Accountancy Corporation as its new auditor, replacing Telford Sadovnick, which resigned earlier in the month.
Auditor Telford Sadovnick resigned on October 6, 2007, saying it had withdrawn its PCAOB registration and could no longer audit US issuers. Its prior two years of reports carried a going-concern uncertainty statement, with no disagreements reported. The company said it was looking for a replacement auditor. This ends the April 2005 auditor appointment.
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.
What it means for a shareholder
2.0m new shares at $0.650 to raise about $1.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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.
25 July 2007capital raising announcement● NeutralMajor
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.
What it means for a shareholder
4.0m new shares at $0.650 to raise about $2.6m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
21 June 2007capital raising announcement● NeutralMajor
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.
What it means for a shareholder
2.3m new shares at $0.650 to raise about $1.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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.
Merritt Ventures dismissed its auditor Morgan & Company and hired Telford Sadovnick, PLLC on April 15, 2005. The filing states Morgan's reports had no adverse opinion and there were no disagreements.
21 May 2004asset acquisition disposition● NeutralMajor
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.
