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, 2009
[ ] 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.) |
2441 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
(s. 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). [ ] 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 16, 2009, the Registrant had 110,899.442 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, 2009 are not necessarily indicative of the results that can be expected for the year ending December 31, 2009.
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.
(AN EXPLORATION
STAGE ENTERPRISE)
CONSOLIDATED BALANCE
SHEETS
(UNAUDITED)
September 30, 2009 | December 31, 2008 | |||||
ASSETS | ||||||
Current assets | ||||||
Cash | $ | 592,464 | $ | 2,565,823 | ||
Refunds receivable | - | 27,394 | ||||
Prepaid expenses | 125,736 | 141,335 | ||||
Total current assets | 718,200 | 2,734,552 | ||||
Property and equipment, net | 3,569,882 | 3,378,177 | ||||
Mineral properties | 31,948,053 | 31,948,053 | ||||
Reclamation bonds | 908,368 | 933,088 | ||||
Deposits | 22,200 | 22,200 | ||||
Total non-current assets | 36,448,503 | 36,281,518 | ||||
Total assets | $ | 37,166,703 | $ | 39,016,070 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Current liabilities | ||||||
Accounts payable | $ | 625,090 | $ | 89,543 | ||
Accounts payable - related party | 111,954 | 50,417 | ||||
Accrued payroll and related taxes | 3,695 | 11,799 | ||||
Due to related parties | 23,290 | 23,290 | ||||
Total current liabilities | 764,029 | 175,049 | ||||
Long-term liabilities | ||||||
Accrued reclamation and remediation costs | 275,338 | 275,338 | ||||
Deferred tax liability | 7,800,743 | 9,066,600 | ||||
Total long-term liabilities | 8,076,081 | 9,341,938 | ||||
Total liabilities | 8,840,110 | 9,516,987 | ||||
Stockholders' equity | ||||||
Common stock, $0.001 par value; 400,000,000 shares | ||||||
authorized, 100,219,998 shares, issued and outstanding | 100,219 | 97,010 | ||||
Additional paid-in capital | 37,469,245 | 36,059,449 | ||||
Common stock subscribed | (195,750 | ) | - | |||
Accumulated deficit during exploration stage | (9,047,121 | ) | (6,657,376 | ) | ||
Total stockholders' equity | 28,326,593 | 29,499,083 | ||||
Total liabilities and stockholders' equity | $ | 37,166,703 | $ | 39,016,070 |
See Accompanying Notes to these Consolidated Financial
Statements
F-2
IRELAND INC.
(AN EXPLORATION
STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF
OPERATIONS
(UNAUDITED)
For the period from | |||||||||||||||
February 20, 2001 | |||||||||||||||
(Date of Inception) | |||||||||||||||
For the three months ended | For the nine months ended | Through | |||||||||||||
September 30, 2009 | September 30, 2008 | September 30, 2009 | September 30, 2008 | September 30, 2009 | |||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | $ | - | |||||
Operating expenses | |||||||||||||||
Mineral exploration and evaluation expenses | 1,167,184 | 741,530 | 2,432,731 | 1,569,299 | 6,008,841 | ||||||||||
Mineral exploration and evaluation | |||||||||||||||
expenses - related party | 126,780 | 111,459 | 375,971 | 465,181 | 1,902,285 | ||||||||||
General and administrative | 302,605 | 262,225 | 781,181 | 901,621 | 3,116,165 | ||||||||||
Depreciation | 10,901 | 3,986 | 32,637 | 9,431 | 52,996 | ||||||||||
Mineral and property holding costs | 15,000 | 15,000 | 45,000 | 66,000 | 395,500 | ||||||||||
Mineral and property holding costs - | |||||||||||||||
reimbursed to related party | - | - | - | - | 295,000 | ||||||||||
Write-off of mineral rights | - | - | - | - | 14,000 | ||||||||||
Total operating expenses | 1,622,470 | 1,134,200 | 3,667,520 | 3,011,532 | 11,784,787 | ||||||||||
Loss from operations | (1,622,470 | ) | (1,134,200 | ) | (3,667,520 | ) | (3,011,532 | ) | (11,784,787 | ) | |||||
Other income (expense) | |||||||||||||||
Interest income | 2,184 | 22,003 | 12,544 | 126,028 | 277,841 | ||||||||||
Interest expense | (200 | ) | - | (626 | ) | - | (626 | ) | |||||||
Total other income (expense) | 1,984 | 22,003 | 11,918 | 126,028 | 277,215 | ||||||||||
Loss before income taxes | (1,620,486 | ) | (1,112,197 | ) | (3,655,602 | ) | (2,885,504 | ) | (11,507,572 | ) | |||||
Income tax benefit | 557,197 | 392,966 | 1,265,857 | 942,138 | 2,460,451 | ||||||||||
Net loss | $ | (1,063,289 | ) | $ | (719,231 | ) | $ | (2,389,745 | ) | $ | (1,943,366 | ) | $ | (9,047,121 | ) |
Loss per common share - basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) | |||
Weighted average common shares outstanding - | |||||||||||||||
Basic and diluted | 98,261,756 | 97,010,087 | 97,431,895 | 95,064,815 |
See Accompanying Notes to these Consolidated Financial
Statements
F-3
IRELAND INC.
(AN EXPLORATION
STAGE ENTERPRISE)
CONSOLIDATED STATEMENT OF
STOCKHOLDERS' EQUITY
(UNAUDITED)
Accumulated | ||||||||||||||||||
Common | Deficit During | Total | ||||||||||||||||
Common Stock | Additional | Stock | Exploration | Stockholders' | ||||||||||||||
Shares | Amount | Paid-in Capital | Subscribed | Stage | Equity | |||||||||||||
Balance, December 31, 2008 | 97,010,087 | $ | 97,010 | $ | 36,059,449 | $ | - | $ | (6,657,376 | ) | $ | 29,499,083 | ||||||
Amortization of stock options issued to a | ||||||||||||||||||
director and employees over | ||||||||||||||||||
vesting period | - | - | 32,717 | - | - | 32,717 | ||||||||||||
Issuance of common stock for cash | ||||||||||||||||||
Reg. S - Private Placement, | ||||||||||||||||||
$0.45 per share, net of $21,711 | ||||||||||||||||||
financing costs | 400,000 | 400 | 157,889 | - | - | 158,289 | ||||||||||||
Issuance of common stock for cash | ||||||||||||||||||
Reg. D - Private Placement, | ||||||||||||||||||
$0.45 per share, net of $2,292 | ||||||||||||||||||
financing costs | 863,800 | 863 | 385,555 | - | - | 386,418 | ||||||||||||
Issuance of common stock for cash | ||||||||||||||||||
Reg. S - Private Placement, | ||||||||||||||||||
$0.45 per share, net of $39,107 | ||||||||||||||||||
financing costs | 1,546,111 | 1,546 | 655,097 | (195,750 | ) | - | 460,893 | |||||||||||
Issuance of common stock for cash | ||||||||||||||||||
Reg. D - Private Placement, | ||||||||||||||||||
$0.45 per share, net of $1,062 | ||||||||||||||||||
financing costs | 400,000 | 400 | 178,538 | - | - | 178,938 | ||||||||||||
Net loss, September 30, 2009 | - | - | - | - | (2,389,745 | ) | (2,389,745 | ) | ||||||||||
Balance, September 30, 2009 | 100,219,998 | $ | 100,219 | $ | 37,469,245 | $ | (195,750 | ) | $ | (9,047,121 | ) | $ | 28,326,593 |
See Accompanying Notes to these Consolidated Financial
Statements
F-4
IRELAND INC.
(AN EXPLORATION
STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH
FLOWS
(UNAUDITED)
For the period from | |||||||||
February 20, 2001 | |||||||||
(Date of inception) | |||||||||
For the nine months ended | through | ||||||||
September 30, 2009 | September 30, 2008 | September 30, 2009 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
Net loss | $ | (2,389,745 | ) | $ | (1,943,366 | ) | $ | (9,047,121 | ) |
Adjustments to reconcile loss from operating | |||||||||
to net cash used in operating activities: | |||||||||
Depreciation | 32,637 | 9,431 | 52,996 | ||||||
Write-off of mineral rights | - | - | 14,000 | ||||||
Consulting accrual | - | - | 15,000 | ||||||
Stock based expenses | 32,717 | 34,705 | 1,588,792 | ||||||
Changes in operating assets and liabilities: | |||||||||
Refunds receivable | 27,394 | - | 27,394 | ||||||
Prepaid expenses | 15,599 | (74,016 | ) | (275,811 | ) | ||||
Other assets | - | - | (2,200 | ) | |||||
Reclamation deposit | 24,720 | (28,762 | ) | (925,042 | ) | ||||
Mineral property acquisition costs | - | (188,791 | ) | (1,022,663 | ) | ||||
Accounts payable and accrued liabilities | 588,980 | 79,751 | 637,137 | ||||||
Deferred income taxes | (1,265,857 | ) | (942,138 | ) | (2,460,451 | ) | |||
Accrued reclamation and remediation costs | - | - | 275,338 | ||||||
Net cash used in operating activities | (2,933,555 | ) | (3,053,186 | ) | (11,122,631 | ) | |||
CASH FLOW FROM INVESTING ACTIVITIES | |||||||||
Purchase of property and equipment | (224,342 | ) | (1,657,682 | ) | (2,473,830 | ) | |||
Net cash used in investing activities | (224,342 | ) | (1,657,682 | ) | (2,473,830 | ) | |||
CASH FLOW FROM FINANCING ACTIVITIES | |||||||||
Proceeds from stock issuance | 1,248,710 | 1,000 | 14,488,460 | ||||||
Stock issuance costs | (64,172 | ) | - | (307,825 | ) | ||||
Proceeds from borrowings from related party | - | - | 8,290 | ||||||
Net cash provided by financing activities | 1,184,538 | 1,000 | 14,188,925 | ||||||
NET CHANGE IN CASH | (1,973,359 | ) | (4,709,868 | ) | 592,464 | ||||
CASH AT BEGINNING OF PERIOD | 2,565,823 | 8,759,605 | - | ||||||
CASH AT END OF PERIOD | $ | 592,464 | $ | 4,049,737 | $ | 592,464 | |||
SUPPLEMENTAL INFORMATION | |||||||||
Interest Paid | $ | 626 | $ | - | $ | 626 | |||
Income Taxes Paid | $ | - | $ | - | $ | - | |||
Non-cash investing and financing activities: | |||||||||
Assets acquired for common stock and warrants issued | |||||||||
for mineral properties | $ | - | $ | 21,359,351 | $ | 21,584,351 | |||
Net deferred tax liability assumed | $ | - | $ | 10,261,194 | $ | 10,261,194 |
See Accompanying Notes to these Consolidated Financial
Statements
F-5
IRELAND INC.
(AN
EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES |
Basis of presentation The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-K for the year ended December 31, 2008 of Ireland Inc. (the Company). |
|
The interim financial statements present the consolidated balance sheets, statements of operations, stockholders equity, and cash flows of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. |
|
These financial statements have been prepared by the Company without audit, and include all adjustments (which consist solely of normal recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of financial position and results of operations. Certain information and footnotes disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the Companys audited financial statements and the notes thereto for the year ended December 31, 2008. |
|
In preparing these interim financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through November 16, 2009, the date the financial statements were issued. |
|
Description of business The Company is considered an exploration stage company since its formation and the Company has not yet realized any revenues from its planned operations. The Company is primarily focused on the acquisition and exploration of mining properties. Upon identification of commercially minable reserves, the Company expects to actively prepare the site for its 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. |
|
Going concern - The accompanying financial statements have been prepared assuming the Company will continue as a going concern. |
|
The Company incurred cumulative net losses since date of inception of $9,047,121 from operations as of September 30, 2009, and has no revenue. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through private placements and public offerings of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities 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, CBI Acquisition, Inc. (CBIA) (including its wholly-owned single-member LLC subsidiary Columbus Salt Marsh LLC (CSM)) and Rand Metals LLC (Rand). Significant intercompany accounts and transactions have been eliminated. |
F-6
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued) |
Exploration costs - Mineral exploration costs are expensed as incurred. |
|
Mineral rights - The Company capitalizes acquisition and option costs of mineral property rights. The amount capitalized represents fair value at the time the mineral rights were acquired. |
|
The Company capitalizes acquisition and option costs of mineral rights as tangible assets. Upon commencement of commercial production, the mineral rights will be amortized using the unit-of- production method over the life of the mineral rights. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. |
|
Mineral property acquisition costs Costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred either to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized mining costs and related property and equipment costs, to determine if these costs are in excess of their recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets. |
|
Property and equipment Property and equipment is 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 39 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 other income (expense). |
|
The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment should be evaluated for possible impairment. If events and circumstances warrant evaluation, the Company uses an estimate of the related undiscounted cash flows over the remaining life of the property and equipment in measuring their recoverability. |
|
Impairment of long-lived assets The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17, Measurement of an Impairment Loss, if events or circumstances indicate that their carrying amount might not be recoverable. As of September 30, 2009 exploration progress is on target with the Companys exploration and evaluation plan and no events or circumstances have happened to indicate the related carrying values of the properties may not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets. |
F-7
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued) |
Various factors could impact the Companys ability to achieve forecasted production schedules. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions the Company may use in cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. |
|
Material changes to any of these factors or assumptions discussed above could result in future impairment charges to operations. |
|
Reclamation and remediation costs (asset retirement obligation) - The Company accrued costs associated with environmental remediation obligations in accordance with ASC 410-20, Asset Retirement Obligations. In accordance with ASC 410-20-25, Asset Retirement Obligations - Recognition, the Company records a liability for the present value of the estimated environmental remediation costs in the period in which the liability is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability will be reduced. |
|
The Company accrues costs associated with environmental remediation obligation when it is probable that such costs will be incurred and they are reasonably estimable. Estimates for reclamation and other closure costs are prepared in accordance with ASC 450, Contingencies, or ASC 410-30-25, Asset Retirement and Environmental Obligations - Recognition. Costs of future expenditures for environmental remediation are not discounted to their present value unless subject to a contractually obligated fixed payment schedule. Such costs are based on managements current estimate of amounts to be incurred when the remediation work is performed, within current laws and regulations. |
|
Future reclamation and environmental-related expenditures are difficult to estimate, in many circumstances, due to the early stage nature of the exploration project, and uncertainties associated with defining the nature and extent of environmental disturbance and the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. The Company periodically reviews accrued liabilities for such reclamation and remediation costs as evidence becomes available indicating that the liabilities have potentially changed. Changes in estimates are reflected in the statement of operations in the period an estimate is revised. |
|
Accruals for reclamation and environmental matters totaled $275,338 at September 30, 2009 and December 31, 2008. The Company is in the exploration stage and is unable to determine the estimated timing of these expenditures relating to these accruals at this time. It is reasonably possible the ultimate cost of reclamation and remediation could change in the future, and that changes to these estimates could have a material effect on future operating results as new information becomes known. For additional information, see Note 12. |
F-8
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued) |
Fair value of financial instruments The Companys financial instruments consist of accounts payable and accrued liabilities. The carrying value of these financial instruments approximates their fair value based on their liquidity or their short-term nature. The Company is not exposed to significant interest or credit risk arising from these financial instruments. |
|
Revenue recognition - Revenues are recognized during the period in which the revenues are earned. Costs and expenses are recognized during the period in which they are incurred. |
|
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses for the reporting period. Actual results could differ from these estimates. |
|
Earnings (loss) per share - The Company follows ASC 260, Earnings Per Share, and ASC 480, Distinguishing Liabilities from Equity, which establish standards for the computation, presentation and disclosure requirements for basic and diluted earnings per share for entities with publicly-held common shares and potential common stock issuances. Basic earnings (loss) per share are computed by dividing net income 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. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. Weighted average of common stock equivalents, which include stock options and warrants to purchase common stock, on September 30, 2009 and 2008 that were not included in the computation of diluted EPS, because the effect would be antidilutive, were 19,599,686 and 18,372,900, respectively. |
|
Expenses of offering - The Company accounts for specific incremental costs directly to a proposed or actual offering of securities as a direct charge against the gross proceeds of the offering. |
|
Income taxes The Company accounts for its income taxes in accordance with ASC 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. |
|
For acquired properties that do not constitute a business as defined in ASC 805-10-55-4, Definition of a Business, deferred income tax liability is recorded on GAAP basis over income tax basis using statutory federal and state rates. The resulting estimated future federal and state income tax liability associated with the temporary difference between the acquisition consideration and the tax basis is computed in accordance with ASC 740-10-25-51, Acquired Temporary Differences in Certain Purchase Transactions that Are Not Accounted for as Business Combinations, and is reflected as an increase to 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-9
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued) |
Stock-based compensation - The Company accounts for share based payments in accordance with ASC 718, Compensation Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, Measurement Objective Fair Value at Grant Date, the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Binomial Lattice option pricing model. The Company believes 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 actual exercise behavior of option holders. The compensation cost is recognized over the requisite service period which is generally equal to the vesting period. |
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New accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company 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 the Companys consolidated financial statements upon adoption. |
|
Effective July 1, 2009, the FASB (Financial Accounting Standards Board) Accounting Standards Codification (ASC) (Topic 105, Generally Accepted Accounting Principles), became the single source for authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The ASC does not change U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. Effective September 15, 2009, all public filings of the Company will reference the ASC as the sole source of authoritative literature. |
|
In April 2009, the FASB issued SFAS No. 165, Subsequent Events (ASC 855-10-05), which provides guidance to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Under ASC 855-10-05 entities are required to disclose the date through which subsequent events were evaluated, as well as the rationale for why that date was selected. ASC 855-10-05 is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively. The required disclosures of this statement have been incorporated into the Companys consolidated financial statements. |
F-10
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. | PREPAID EXPENSES |
Prepaid expenses at September 30, 2009 and December 31, 2008 consisted of the following: |
September 30, | December 31, | ||||||
2009 | 2008 | ||||||
Claims maintenance | $ | 48,808 | $ | -- | |||
Insurance policies | 40,231 | 103,335 | |||||
Engineering services | 21,640 | 32,135 | |||||
Retainers | 8,000 | 2,000 | |||||
Other | 7,057 | 3,865 | |||||
$ | 125,736 | $ | 141,335 |
3. | PROPERTY AND EQUIPMENT |
Property and equipment consisted of the following as of September 30, 2009 and December 31, 2008: |
September 30, | December 31, | ||||||
2009 | 2008 | ||||||
Furniture and fixtures | $ | 8,921 | $ | 8,921 | |||
Computers and equipment | 34,657 | 33,591 | |||||
Land | 30,000 | 30,000 | |||||
Site improvements | 99,631 | 99,631 | |||||
Site equipment | 99,997 | 99,997 | |||||
Vehicles | 23,595 | 23,595 | |||||
Construction in progress: | |||||||
Building | 500,000 | 500,000 | |||||
Site improvements | 2,254,486 | 2,034,167 | |||||
Site equipment | 571,591 | 568,634 | |||||
3,622,878 | 3,398,536 | ||||||
Less accumulated depreciation | 52,996 | 20,359 | |||||
$ | 3,569,882 | $ | 3,378,177 |
Depreciation expense was $32,637 and $9,431 for the nine months ended September 30, 2009 and 2008, respectively.
F-11
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. | IRELAND CLAIM |
On November 30, 2004, the Company entered into a mineral property purchase agreement to acquire a 100% undivided interest in one mineral claim located in the Yellow Pine Mining District in Clark County, Nevada, known as the Ireland Claim, for a total consideration of $6,000. |
|
The Company has not determined whether the mineral claim contains mineralized material and has consequently written off all mineral rights acquisition costs to operations during the previous financial periods. |
|
The Company has elected not to retain the Ireland Claim, by choosing not to pay the 2009 maintenance fee to Bureau of Land Management in August 2009, as it is not considered a core asset to the Companys business plan going forward. |
F-12
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. | COLUMBUS PROJECT |
As of December 31, 2007, the Company had earned a 15% interest by satisfying its option agreement requirements and had the right to merge with the corporation holding the remaining 85% interest in the Columbus Project in Esmeralda County, Nevada. |
|
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 Nanominerals Corp (NMC), one of the principal stockholders of the Company. |
|
On February 20, 2008, the Company, through its wholly-owned subsidiary CBIA, acquired a 100% interest in the Columbus Project, including an option for additional mining claims, by way of merger with the owner of the Columbus Project, Columbus Brine Inc. (CBI). Under the terms of the Merger Agreement, the Company issued an aggregate of 10,440,087 shares of its common stock, and 5,220,059 share purchase warrants to the former shareholders of CBI. Each share purchase warrant issued by the Company entitles the holder to purchase one additional share of the Companys common stock at a price of $2.39 per share for a period of 5 years. This acquisition supersedes the option agreement. |
|
The following table reflects the recorded purchase consideration for the Columbus Project: |
Purchase price: | |||
Common stock issued | $ | 20,000,000 | |
Fair value of warrants issued | 1,359,351 | ||
Acquisition costs | 600,000 | ||
Total purchase price | 21,959,351 | ||
Net deferred income tax liability assumed | 10,261,194 | ||
$ | 32,220,545 |
As required by ASC 930-805-30, Mining Business Combinations Initial Recognition, and ASC 740-10-25-49-55, Income Taxes Overall Recognition Acquired Temporary Differences in Certain Purchase Transactions that Are Not Accounted for as Business Combinations, the purchase price of $32 million was allocated to the assets acquired and liabilities assumed, based on their respective fair values at the date of acquisition. The purchase price allocated to the real properties was based on fair market values determined using an independent real estate appraisal firm (Arden Salvage Company) and the fair value of the remaining assets acquired and liabilities assumed were based on managements best estimates taking into account all available information at the time.
F-13
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. | COLUMBUS PROJECT (continued) |
The following table reflects the components of the Columbus Project: |
Allocation of acquisition cost: | |||
Mineral properties (including deferred tax liability | |||
assumed of $10,261,194) | $ | 31,948,053 | |
Property, plant and equipment | 202,430 | ||
Deposits | 44,720 | ||
Cash | 6,570 | ||
Prepaid expenses | 24,925 | ||
Accounts payable | (6,153 | ) | |
Total | $ | 32,220,545 |
Pursuant to the terms of the acquisition of CBI, the Company issued an aggregate of 10,440,087 shares of common stock and 5,220,059 share purchase warrants to the former shareholders of CBI. Each share purchase warrant issued by the Company entitles the holder to purchase one additional share of the Companys common stock at a price of $2.39 per share for a period of 5 years. Each warrant provides the holder with a cashless right of exercise. If the holder chooses to utilize this cashless exercise right, the total number of shares that the holder will be entitled to exercise will be determined by the following formula: [( A B ) C ] ÷ A where:
A = the average closing price of the Companys common stock during the five trading days prior to exercise.
B = the exercise price of $2.39.
C = the maximum number of shares of the Companys common stock issuable upon exercise of the warrants.
If the holder chooses to utilize the cashless exercise right, the holder must do so with respect to all of the unexercised warrants held by him.
The Company will have the right to accelerate the expiration date of the warrants at any time after August 19, 2010 if the average closing price of the Companys common stock over any 20 consecutive trading days is equal to or greater than 150% of the exercise price. If the Company exercises this acceleration right, the expiration date for the warrants will be accelerated to 30 days after the Company sends out notice that it is exercising the acceleration right.
The Company estimated the fair value of warrants issued in connection with the acquisition of CBI using the Binomial Lattice pricing model.
The Company applied EITF 98-03 (which has been superseded by ASC 805-10-25-1) with regard to the acquisition of the Columbus Project. The Company determined that the acquisition of the Columbus Project did not constitute an acquisition of a business, as that term is defined in ASC 805-10-55-4, and the Company recorded the acquisition as a purchase of assets.
F-14
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. | COLUMBUS PROJECT (continued) |
The Company believes the acquisition of the Columbus Project was beneficial because it provides for 100% ownership of the properties and fosters greater opportunity to finance and further develop the project. |
|
This merger was treated as a statutory merger for tax purposes whereby, CBIA was the surviving merger entity. |
|
6. | RED MOUNTAIN PROJECT |
The Red Mountain Project located in San Bernardino, California is subject to an underlying option assignment agreement dated March 15, 2007. Under the terms of this agreement, to earn a 60% interest, the Company is required to pay $5,000 per month until December 31, 2011 and spend an aggregate of $1,200,000 in additional qualifying expenditures by December 31, 2011. |
|
The Company may at any time during the life of the Red Mountain Project, earn a 100% interest, by paying $100,000, issuing shares of common stock with an aggregate value of $1,400,000 and issuing share purchase warrants to purchase up to an additional 25% of the number of shares of common stock to be issued. If the project achieves commercial production, the Company will be required to pay an additional $100,000, issue shares of common stock with an aggregate value of $2,400,000 and issue share purchase warrants to purchase up to an additional 25% of the number of shares of common stock to be issued. |
|
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. |
F-15
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. | STOCKHOLDERS EQUITY |
|
During the nine months ended September 30, 2009, the Companys stockholders equity activity consisted of the following: |
||
a) | On September 2, 2009, the Company completed a private placement offering for gross proceeds of $500,000 to non-US persons in reliance of Regulation S promulgated under the Securities Act of 1933. A total of 1,546,111 units were issued at a price of $0.45. Each unit sold consisted of one share of the Companys common stock and one-half of one share purchase warrants. Each whole share purchase warrant entitles the holder to purchase one additional share of the Companys common stock at a price of $0.75 per share for a period expiring June 30, 2013. The Company incurred commissions payable to agents in connection with the Offering private placement in the amount of $35,000 in cash and issued warrants to purchase up to 33,333 shares of common stock. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. Financing costs related to this offering were $4,107. As of September 30, 2009, $195,750 of proceeds from this private placement offering were recorded as subscriptions receivable and were received subsequent to the end of the quarter on October 2, 2009. |
|
b) | On September 2, 2009, the Company completed a private placement offering for gross proceeds of $180,000 to US accredited investors pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933. A total of 400,000 units were issued at a price of $0.45. Each unit sold consisted of one share of the Companys common stock and one-half of one share purchase warrants. Each whole share purchase warrant entitles the holder to purchase one additional share of the Companys common stock at a price of $0.75 per share for a period expiring June 30, 2013. There was no commission paid or payable to agents in connection with this offering. Financing costs related to this offering were $1,062. |
|
c) | On August 14, 2009, the Company completed a private placement offering for gross proceeds of $180,000 to non-US persons in reliance of Regulation S promulgated under the Securities Act of 1933. A total of 400,000 units were issued at a price of $0.45. Each unit sold consisted of one share of the Companys common stock and one-half of one share purchase warrants. Each whole share purchase warrant entitles the holder to purchase one additional share of the Companys common stock at a price of $0.75 per share for a period expiring June 30, 2013. The Company incurred commissions payable to agents in connection with the Offering private placement in the amount of $20,648 in cash and issued warrants to purchase up to 19,665 shares of common stock. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. Financing costs related to this offering were $1,063. |
|
d) | On August 14, 2009, the Company completed a private placement offering for gross proceeds of $388,710 to US accredited investors pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933. A total of 863,800 units were issued at a price of $0.45. Each unit sold consisted of one share of the Companys common stock and one-half of one share purchase warrants. Each whole share purchase warrant entitles the holder to purchase one additional share of the Companys common stock at a price of $0.75 per share for a period expiring June 30, 2013. There was no commission paid or payable to agents in connection with this offering. Financing costs related to this offering were $2,292. |
F-16
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. | STOCKHOLDERS EQUITY (continued) |
|
e) | Equity Activity Subsequent to September 30, 2009 - On October 9, 2009 and November 14, 2009, the Company completed private placements of 10,679,444 units of securities at a purchase price of $0.45 per unit, resulting in aggregate gross proceeds to the Company of $4,805,750. Each unit consists of one share of common stock and one half share of common stock purchase warrant. Based on the number of units sold, the Company issued 10,679,444 shares of common stock and warrants to purchase up to 5,339,722 additional shares of common stock. The Company incurred commissions payable to agents in connection with the private placements in the amount of $230,878 in cash and issued warrants to purchase up to 219,884 shares of common stock. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. In connection with the private placements, Mark Brennan, one of the Companys Independent Directors, purchased 140,000 units of securities at an aggregate purchase price of $63,000. Details relating to these private placements are further discussed in Note 16. |
|
8. | STOCK OPTION PLAN AND WARRANTS |
|
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 of the Company, 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. |
||
Expenses for the nine months ended September 30, 2009 and 2008 related to the granting and vesting of stock options were $32,717 and $34,705, respectively and are included in general and administrative expense and mineral exploration and evaluation expense. |
Stock options During the nine months ended September 30, 2009, the Company granted 270,000 stock options to a director and an employee with a weighted average exercise price of $0.48 per share. As of September 30, 2009 stock options outstanding totaled 4,224,719 with a weighted average exercise price of $0.17 per share.
The following table summarizes the Companys stock option activity for the nine months ended September 30, 2009:
Weighted | |||||||
Number of | Average | ||||||
Shares | Exercise Price | ||||||
Balance, December 31, 2008 | 3,954,719 | $ | 0.15 | ||||
Options granted and assumed | 270,000 | 0.48 | |||||
Options expired | -- | -- | |||||
Options forfeitures | -- | -- | |||||
Options exercised | -- | -- | |||||
Balance, September 30, 2009 | 4,244,719 | $ | 0.17 |
The Company utilizes the Binomial Lattice pricing model to estimate the fair value of options granted. The Company believes 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 actual exercise behavior of option holders.
F-17
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. | STOCK OPTION PLAN AND WARRANTS (continued) |
The following table summarizes the status of the Companys unvested shares as of September 30, 2009 and changes during the nine months ended September 30, 2009: |
Weighted Average | |||||||
Number of | Grant Date | ||||||
Shares | Fair Value | ||||||
Unvested, December 31, 2008 | 37,500 | $ | 0.55 | ||||
Options granted | 270,000 | 0.17 | |||||
Options vested | (107,500 | ) | 0.30 | ||||
Options forfeited | -- | -- | |||||
Unvested, September 30, 2009 | 200,000 | $ | 0.47 |
As of September 30, 2009, there was $79,792 of total unrecognized compensation cost related to unvested stock options. This cost is expected to be fully recognized as follows: 2009 - $21,092, 2010 - $49,968, 2011 - $8,732.
Stock options/warrants During the nine months ended September 30, 2009 the Company granted stock options as follows:
a) | On August 11, 2009, the Company granted nonqualified stock options under the 2007 Plan for the purchase of 250,000 shares of common stock at $0.48 per share. The options were granted to an Independent Director as a recruitment incentive and vest as follows: 50,000 were fully vested on the grant date, 50,000 on December 31, 2009, 50,000 on June, 30, 2010, 50,000 on December 31, 2010 and 50,000 on June 30, 2011. The stock options expire five years after the vesting date. |
|
b) | On August 19, 2009, the Company granted nonqualified stock options under the 2007 Plan for the purchase of 20,000 shares of common stock at $0.48 per share. The options were granted to an employee. The stock options were fully vested at the grant date and expire on August 19, 2014. |
During the nine months ended September 30, 2009 the Company granted warrants as follows:
a) | In connection with private placements completed on August 14, 2009, the Company issued 633,180 warrants. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. In addition, the Company issued 19,665 warrants to brokers in connection with these private placements. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. After June 30, 2010, the Company will have the right to accelerate the expiration date of the warrants if the volume weighted average price for the shares is above $4.50 per share for twenty consecutive trading days. |
|
b) | In connection with private placements completed on September 2, 2009, the Company issued 973,033 warrants. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. In addition, the Company issued 33,333 warrants to brokers in connection with these private placements. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. After June 30, 2010, the Company will have the right to accelerate the expiration date of the warrants if the volume weighted average price for the shares is above $4.50 per share for twenty consecutive trading days. |
F-18
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. | STOCK OPTION PLAN AND WARRANTS (continued) |
The following table summarizes information about options/warrants activity during the nine months ended September 30, 2009: |
Weighted | |||||||
Number of | Average | ||||||
Shares | Exercise Price | ||||||
Balance, December 31, 2008 | 19,335,428 | $ | 1.20 | ||||
Options/warrants granted and assumed | 1,927,954 | 0.71 | |||||
Options/warrants expired | -- | -- | |||||
Options/warrants forfeitures | -- | -- | |||||
Options/warrants exercised | -- | -- | |||||
Balance, September 30, 2009 | 21,263,382 | $ | 1.16 |
Subsequent Amendment of Warrants - On November 13, 2009, the Company made several material amendments to certain of its outstanding common stock purchase warrants. The warrants that were amended were issued in connection with the 2009 US and Foreign Private Placement Offering warrants and the 2007 US and Foreign Private Placement Offering warrants.
The 2009 US and Foreign Private Placement Offering warrants were amended to extend the expiration date from June 30, 2012 to June 30, 2013 and by amending the conditions under which the Company may exercise the expiration date acceleration rights by increasing the minimum volume weighted average trading price threshold from $3.00 per share for 20 consecutive trading days to $4.50 per share for 20 consecutive trading days; and by requiring that the average daily trading volume for the Companys common stock during the 20 consecutive trading days referred to above be not less then 0.2% of the Companys free float during such 20 consecutive trading days.
The 2007 US and Foreign Private Placement Offering warrants were amended to extend the expiration date from June 30, 2012 to June 30, 2013. No other changes were made with respect to the terms and conditions of the warrants.
On June 17, 2009, the Company extended the expiration date for the outstanding warrants issued by the Company under its foreign and US private placement offerings completed in 2007 to June 30, 2012. No other changes were made with respect to the terms and conditions of the warrants.
The Company determined that the amendments to the private placement warrants which were originally issued as part of equity transactions did not result in an expense to the Company. The warrants were not a component to any debt transaction, registration agreement or services rendered to the Company.
Subsequent Issuance of Warrants In connection with private placements completed on October 9, 2009 and November 14, 2009, the Company issued 5,339,722 warrants. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. In addition, the Company issued 219,884 warrants to brokers in connection with these private placements. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. After June 30, 2010, the Company will have the right to accelerate the expiration date of the warrants if the volume weighted average trading price for the shares is above $4.50 per share for twenty consecutive trading days. For further discussion on these private placements, see Note 16.
F-19
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. | STOCK OPTION PLAN AND WARRANTS (continued) |
The following table summarizes information about options/warrants activity subsequent to September 30, 2009: |
Number of | Weighted | ||||||
Shares | Average | ||||||
Exercise Price | |||||||
Balance, December 31, 2008 | 19,335,428 | $ | 1.20 | ||||
Options/warrants granted and assumed | 1,927,954 | 0.71 | |||||
Options/warrants expired | -- | -- | |||||
Options/warrants cancelled | -- | -- | |||||
Options/warrants exercised | -- | -- | |||||
Balance, September 30, 2009 | 21,263,382 | $ | 1.16 | ||||
Warrants granted October 9, 2009 and November 14, 2009 | 5,559,606 | 0.75 | |||||
Balance, November 14, 2009 | 26,822,988 | $ | 1.07 |
9. | INCOME TAXES |
The Company is a Nevada corporation and is subject to federal income taxes. Nevada does not impose a corporate income tax. |
|
The income tax benefit consisted of the following at September 30, 2009 and 2008, |
September 30, | September 30, | ||||||
2009 | 2008 | ||||||
Income tax benefit based on statutory tax rate | $ | (1,279,461 | ) | $ | (1,012,093 | ) | |
Non-deductible and other | 2,177 | 5,521 | |||||
Change in valuation allowance | 11,427 | (719,144 | ) | ||||
Rate change | -- | (22,419 | ) | ||||
Release of valuation allowance related to acquisition | -- | 805,997 | |||||
Income tax benefit | $ | (1,265,857 | ) | $ | (942,138 | ) |
F-20
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. | INCOME TAXES (continued) |
Significant components of the Companys net deferred income tax assets and liabilities at September 30, 2009 and December 31, 2008 were as follows: |
September 30, | December 31, | ||||||
2009 | 2008 | ||||||
Deferred income tax assets: | |||||||
Net operating loss carryforward | $ | 3,266,448 | $ | 2,000,591 | |||
Option compensation | 556,077 | 544,626 | |||||
Reclamation and remediation costs | 96,368 | 96,368 | |||||
Gross deferred income tax asset | 3,918,893 | 2,641,585 | |||||
Valuation allowance | (650,606 | ) | (639,179 | ) | |||
3,268,287 | 2,002,406 | ||||||
Deferred income tax liabilities: | |||||||
Property, plant & equipment | 1,839 | 1,815 | |||||
Acquisition related liabilities | 11,067,191 | 11,067,191 | |||||
Net deferred income tax liability | $ | 7,800,743 | $ | 9,066,600 |
A valuation allowance for deferred tax related to option compensation, accrued reclamation and remediation costs was established for net deferred tax assets not allocated to offset acquisition related deferred tax liabilities due to the uncertainty of realizing these deferred tax assets based on conditions existing at September 30, 2009 and December 31, 2008.
Deferred income tax liability was recorded on GAAP basis over income tax basis using statutory federal rate with the corresponding increase in the purchase price allocation to the assets acquired.
The resulting estimated future federal income tax liability associated with the temporary difference between the acquisition consideration and the tax basis as computed in accordance with ASC 740, is 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.
The Company had cumulative net operating losses of approximately $9,332,707 and $5,713,177 as of September 30, 2009 and December 31, 2008, respectively 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 be expiring between 2027 and 2029.
F-21
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. | INCOME TAXES (continued) |
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 statues of limitations, which may result in the payment of income taxes and/or decrease its net operating losses available for carryforwards. The Company is no longer subject to income tax examinations by US federal tax authorities for years prior to 2005. While the Company believes 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. |
|
10. | PROPERTY RENTAL AGREEMENTS AND LEASES |
The Company through its subsidiary CBIA has a lease agreement for mining claims with DDB Syndicate, an entity owned by related parties, including Douglas D.G. Birnie, Chief Executive Officer of the Company, Mr. Chizmar, a former director of the Company, three former officers and directors of CBI, Geotech Mining Inc., Jack Corp. and Wiser Corp. Geotech Mining Inc., Jack Corp. and Wiser Corp. are affiliates of Nanominerals Corp. |
|
The DDB Syndicate has leased the DDB Claims to CSM, a wholly owned subsidiary of the Company. The mining lease agreement (the DDB Agreement), between the DDB Syndicate and CSM, provide CSM with a lease, extending for approximately 5 years, with an option to purchase the DDB Claims at any time during the lease period. To maintain the lease rights, CSM paid the DDB Syndicate $130,000 by June 30, 2008, with annual rental payments thereafter of $30,000 per year, payable on June 30, 2009, 2010, and 2011 respectively. CSM may exercise its option to purchase the DDB Claims by paying a purchase price of $400,000, less any rental payments made by CSM prior to exercising the option, or paying the DDB Syndicate $10, plus the grant of a 2% royalty of net smelter returns on the DDB Claims. |
|
The following table summarizes the rental payments under the mining lease agreement: |
June 30, 2010 | $ | 30,000 | |
June 30, 2011 | 30,000 | ||
$ | 60,000 |
The Company had made $30,000 in rental payments during the nine months ended September 30, 2009, which consists of $3,651 in payments to each of the eight owners of DDB Syndicate including reimbursement of expenses of $792 to a company controlled by Douglas D.G. Birnie. |
|
11. | COMMITMENTS AND CONTINGENCIES |
Lease obligations The Company rents office space in Henderson, Nevada. The lease terms expired on September 1, 2008 and the Company continues to rent the existing space under month-to-month terms for $4,625 per month. |
|
Rental expense, resulting from this operating lease agreement, was $41,625 and $32,550 for the nine months ended September 30, 2009 and 2008, respectively. |
F-22
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12. | ENVIRONMENTAL AND RECLAMATION ACTIVITIES |
The liabilities accrued for the reclamation and remediation costs at September 30, 2009 and December 31, 2008, were as follows: |
September 30, | December 31, | ||||||
2009 | 2008 | ||||||
Exploration properties: | |||||||
Columbus | $ | 275,338 | $ | 275,338 | |||
Reclamation and remediation costs, long-term | $ | 275,338 | $ | 275,338 |
The activity in the accrued reclamation and remediation cost liability for the nine months ended September 30, 2009, was as follows:
Balance, December 31, 2008 | $ | 275,338 | |
Accruals for estimated costs | -- | ||
Balance, September 30, 2009 | $ | 275,338 |
The Company maintains reclamation bonds with the Bureau of Land Management in the amount of $908,368 and $933,088 as of September 30, 2009 and December 31, 2008, respectively. |
|
13. | CONCENTRATION OF CREDIT RISK |
The Company maintains its cash accounts in three financial institutions. Cash accounts at these financial institutions are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000 per financial institution. Additionally, through the financial institutions participation in the FDICs Transaction Account Guarantee Program, all non-interest bearing checking accounts are fully guaranteed by the FDIC for the entire amount in the account through June 30, 2010. Coverage under the Transaction Account Guarantee Program is in addition to and separate from the coverage available under the FDICs general deposit insurance rules. |
|
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 Companys cash accounts will not be impacted by adverse conditions in the financial markets. At September 30, 2009, the Company had deposits in excess of FDIC insured limits in the amount of $255,823. |
F-23
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
14. | RELATED PARTY TRANSACTIONS |
During the nine months ended September 30, 2009, the Company utilized the services of NMC to provide technical assistance and financing related activities. These services related primarily to the Columbus project and the Red Mountain project. NMC is the Companys largest shareholder, owning approximately 40% of the Companys outstanding common stock. |
|
In addition to the above services, NMC provided dedicated use of its laboratory, instrumentation, milling equipment and research facilities. NMC provided invoices for these fees plus expenses. |
|
For the nine months ended September 30, 2009, the Company incurred total fees and reimbursements of expenses to NMC of $315,000 and $56,526, respectively, for a total of $371,526. At September 30, 2009, the Company had an outstanding balance due to NMC of $87,954. |
|
The Company also had an outstanding balance for accrued compensation to Douglas D.G. Birnie, its executive officer of $9,000 payable to a company wholly owned by Douglas D.G. Birnie. The Company has the mining claim lease for the DDB Claims as further discussed in Note 10. |
|
Accounts payable related party also includes $7,500 payable to each of the Companys two Independent Directors for director compensation. The Company anticipates paying the directors in the Companys common stock in the fourth quarter of 2009. |
|
Accounts payable related party totaled $111,954 as of September 30, 2009. |
|
Due to related parties includes amounts due to former officers of the Company. The amount due to related parties was $23,290 as of September 30, 2009. |
|
In connection with the private placement completed on November 14, 2009, Mark Brennen, one of the Companys Independent Directors, purchased 140,000 units of securities at an aggregate purchase price of $63,000. Each unit consists of one share of common stock and one half share of common stock purchase warrant. For further discussion on the financing, see Note 16. |
|
15. | CONCENTRATION OF ACTIVITY |
For the nine months ended September 30, 2009, the Company purchased services from two major vendors Boart Longyear and NMC that exceeded more than 10% of total purchases and amounted to $838,301 and $371,526, respectively. |
F-24
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
16. | SUBSEQUENT EVENTS |
Subsequent to the quarter ended September 30, 2009, the Company completed the following private placements: |
a) | On October 9, 2009, the Company completed a private placement offering for gross proceeds of $328,500 to US accredited investors pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933. A total of 730,000 units were issued at a price of $0.45. Each unit sold consisted of one share of the Companys common stock and one-half of one share purchase warrants. Each whole share purchase warrant entitles the holder to purchase one additional share of the Companys common stock at a price of $0.75 per share for a period expiring June 30, 2013. The Company incurred commissions payable to agents in connection with the Offering private placement in the amount of $16,695 in cash and issued warrants to purchase up to 15,900 shares of common stock. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. |
|
b) | On October 9, 2009, the Company completed a private placement offering for gross proceeds of $2,661,750 to non-US persons in reliance of Regulation S promulgated under the Securities Act of 1933. A total of 5,915,000 units were issued at a price of $0.45. Each unit sold consisted of one share of the Companys common stock and one-half of one share purchase warrants. Each whole share purchase warrant entitles the holder to purchase one additional share of the Companys common stock at a price of $0.75 per share for a period expiring June 30, 2013. The Company incurred commissions payable to agents in connection with the Offering private placement in the amount of $174,983 in cash and issued warrants to purchase up to 166,650 shares of common stock. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. |
|
c) | On November 13, 2009, the Company made several material amendments to certain of its outstanding common stock purchase warrants. The warrants that were amended were issued in connection with the 2009 US and Foreign Private Placement Offering warrants and the 2007 US and Foreign Private Placement Offering warrants. |
|
The 2009 US and Foreign Private Placement Offering warrants were amended to extend the expiration date from June 30, 2012 to June 30, 2013 and by amending the conditions under which the Company may exercise the expiration date acceleration rights by increasing the minimum volume weighted average trading price threshold from $3.00 per share for 20 consecutive trading days to $4.50 per share for 20 consecutive trading days; and by requiring that the average daily trading volume for the Companys common stock during the 20 consecutive trading days referred to above be not less then 0.2% of the Companys free float during such 20 consecutive trading days. |
||
The 2007 US and Foreign Private Placement Offering warrants were amended to extend the expiration date from June 30, 2012 to June 30, 2013. |
||
The Company determined that the amendments to the private placement warrants which were originally issued as part of equity transactions did not result in an expense to the Company. The warrants were not a component to any debt transaction, registration agreement or services rendered to the Company. |
F-25
IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
16. | SUBSEQUENT EVENTS (continued) |
d) | On November 14, 2009, the Company completed a private placement offering for gross proceeds of $1,500,500 to US accredited investors pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933. A total of 3,334,444 units were issued at a price of $0.45. Each unit sold consisted of one share of the Companys common stock and one-half of one share purchase warrants. Each whole share purchase warrant entitles the holder to purchase one additional share of the Companys common stock at a price of $0.75 per share for a period expiring June 30, 2013. This represented the fourth tranche of the U.S. Offering. The U.S. Offering has been closed. The Company incurred commissions payable to agents in connection with the Offering private placement in the amount of $17,150 in cash and issued warrants to purchase up to 16,334 shares of common stock. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. |
|
In connection with this private placement, Mark Brennen, one of the Companys Independent Directors, purchased 140,000 units of securities at an aggregate purchase price of $63,000. |
||
e) | On November 14, 2009, the Company completed a private placement offering for gross proceeds of $315,000 to non-US persons in reliance of Regulation S promulgated under the Securities Act of 1933. A total of 700,000 units were issued at a price of $0.45. Each unit sold consisted of one share of the Companys common stock and one-half of one share purchase warrants. Each whole share purchase warrant entitles the holder to purchase one additional share of the Companys common stock at a price of $0.75 per share for a period expiring June 30, 2013. This represented the fourth tranche of the Foreign Offering. The Foreign Offering has been closed. The Company incurred commissions payable to agents in connection with the Offering private placement in the amount of $22,050 in cash and issued warrants to purchase up to 21,000 shares of common stock. The warrants have an expiration date of June 30, 2013 and an exercise price of $0.75 per share. |
F-26
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 are a minerals exploration and development 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 19,680 acres of placer mineral claims, including a 380 acre permitted mine site (60-acre mill site and mill facility, and 320-acre mine site). Our current permits currently 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 site. Results from our 2008 drilling program have also led us to identify 3 new areas with significant mineralization. We also have a mineral lease covering, and the option to acquire, an additional 22,640 acres of placer mineral claims adjoining the current project area (the DDB Claims).
In addition to the Columbus Project, we own the right to acquire a prospective gold, silver and tungsten property located in San Bernardino County, California, that we call the Red Mountain Project. We also owned a mineral property located in Clark County, Nevada known as the Ireland Claim. However, we allowed the Ireland Claim to lapse on September 1, 2009 as we did not consider it to be a core asset of our business.
RECENT CORPORATE DEVELOPMENTS
The following significant developments occurred since the completion of our last fiscal quarter ended June 30, 2009:
1. |
Effective July 1, 2009, we raised our compensation for independent directors to: (i) a monthly payment of $2,500; and (ii) a quarterly issuance of restricted stock awards with a market value of $7,500. In lieu of the quarterly issuance of restricted stock awards, a director may accept stock options to purchase shares of our common stock with a market value of $15,000. |
2. |
On August 11, 2009, we issued to Mark H. Brennan, a member of our Board of Directors, stock options to purchase 250,000 shares of our common stock at an exercise price of $0.48 per share. 50,000 of the options vested immediately and the remaining balance of the options will vest at a rate of 50,000 options commencing on December 31, 2009 and every six months thereafter. The options granted to Mr. Brennan were in addition to the compensation that Mr. Brennan is entitled to as an independent member of our Board of Directors. |
3. |
Our Board of Directors approved a private placement offering of up to 10,000,000 units at a price of $0.45 per unit to accredited investors as such term is defined under Regulation D of the Securities Act (the 2009 US Offering) and a concurrent foreign private placement offering of up to 5,500,000 units on the same terms to persons who are not U.S. Persons as such term is defined under Regulation S of |
3
the Securities Act (the 2009 Foreign Offering). Each unit is comprised of one share of our common stock and one-half share purchase warrant. Each full share purchase warrant will entitle the holder to purchase one additional share of our common stock at a price of $0.75 per share. As originally approved, the share purchase warrants were to expire on June 30, 2012, subject to our right to accelerate the expiration date for the warrants after June 30, 2010 if the volume weighted average price (VWAP) for the shares on our principal market is above $3.00 per share for twenty consecutive trading days.
On November 13, 2009, our Board of Directors decided to unilaterally amend the terms of the warrants without the payment of any additional consideration by the subscribers to the 2009 US Offering and 2009 Foreign Offering by:
(a) |
extending the expiration date to June 30, 2013; and | ||
(b) |
amending the conditions under which we may exercise the warrant acceleration right by: | ||
(i) |
increasing the VWAP threshold from $3.00 to $4.50; and | ||
(ii) |
requiring that the average daily trading volume for our common stock on our principal market during the twenty trading days used to calculate the above VWAP threshold be not less than 0.2% of our free float. |
The 2009 US Offering and the 2009 Foreign Offering were originally set to terminate on August 31, 2009, but was extended by our Board of Directors. | |
As of the date of filing of this Quarterly Report on Form 10-Q, we had sold a total of 13,889,355 Units. Total proceeds received under the 2009 US Offering and the 2009 Foreign Offering was $6,250,209.75. An aggregate of 8,561,111 Units were sold under the 2009 Foreign Offering, which represents an over allotment of 3,061,111 Units from the total number of Units originally approved by our directors for the 2009 Foreign Offering. To account for the over allotment, we decreased the number of Units available under the 2009 US Offering by an equal number of Units. A total of 5,328,244 Units were sold under the 2009 US Offering. We have agreed to pay a total of $286,526 and issue an aggregate of 272,882 warrants as commissions in connection with the 2009 US Offering and the 2009 Foreign Offering. The 2009 US Offering and the 2009 Foreign Offering have now been closed. | |
4. |
On November 13, 2009, our Board of Directors decided to unilaterally amend the terms of the outstanding warrants issued by us pursuant to our US and foreign private placement offerings completed in 2007 (the 2007 US Offering and 2007 Foreign Offering respectively) without the payment of any additional consideration by the holders thereof by extending the expiration date of those warrants from June 30, 2012 to June 30, 2013. As amended, each outstanding warrant issued under the 2007 US Offering and the 2007 Foreign Offering entitles the holder to purchase one share of our common stock for a price of $1.00 per share. We have the right to accelerate the expiration date of these warrants if our common stock trades at a weighted average price of $3.50 for twenty consecutive trading days. |
COLUMBUS PROJECT PROPERTY UPDATES
Drill Program
The objective of the drill program is to determine the three-dimensional extent and economic potential of the gold/silver mineralization that lies between and beyond the previously identified mineralized Zones A and B of the Columbus Project.
4
Figure 1: Map of 2008 Drill Hole Locations and Mineralized Zones
2009 Drilling Program
In the second quarter of 2009, we received approval from the Bureau of Land Management (the "BLM") to conduct a 30-hole drill program on the Columbus Project. In September 2009, the BLM approved an expansion of the 2009 drilling program to a total of 58 holes. The 58 holes were drilled to depths ranging from 200 feet to 400 feet below the surface. The 2009 Drill Program consisted of infill drilling between Zones A and B and exploratory drilling beyond Zones A and B. Drilling on all 58 holes was completed in the fourth quarter of 2009.
Assay results for the first 23 holes were delivered by independent consultants McEwen Geological LLC of Arvada, Colorado (McEwen) in October 2009. The drill samples were analyzed using a caustic fusion technique, and the results reported were from the extracted precious metals. Assay results from these first 23 holes indicate that the mineralized Zone A area could potentially be extended to the west and south, and the mineralized Zone B area could potentially be extended to the west and north.
Hole ID |
Depth Drilled (ft) |
Mineralized Interval (ft) |
Thickness (ft) |
Au (opt) |
Ag (opt) |
AuE (opt)1 |
Zone A South |
||||||
09-S3A | 200 | 0 to 200 | 200 | 0.038 | 0.175 | 0.040 |
09-S6A | 200 | 0 to 200 | 200 | 0.039 | 0.263 | 0.042 |
09-S9A | 330 | 120 to 330 | 210 | 0.035 | 0.206 | 0.038 |
09-S10A | 200 | 0 to 120 | 120 | 0.023 | 0.132 | 0.025 |
09-S11A | 400 | 0 to 140 | 140 | 0.048 | 0.285 | 0.051 |
09-S12A | 200 | 0 to 40 | 40 | 0.037 | 0.166 | 0.039 |
100 to 160 | 60 | 0.048 | 0.211 | 0.051 | ||
09-S13A | 200 | 0 to 200 | 200 | 0.038 | 0.206 | 0.041 |
______________________________________
1 AuE
calculated using: $900/oz Au, $12/oz Ag
5
09-S14A | 400 | 0 to 380 | 380 | 0.033 | 0.127 | 0.034 |
09-S15A | 200 | 0 to 200 | 200 | 0.039 | 0.185 | 0.042 |
Zone A South - Weight Mean Average | 0.037 | 0.190 | 0.039 | |||
Zone B West | ||||||
09-S1B | 200 | 0 to 200 | 200 | 0.038 | 0.187 | 0.040 |
09-S2B | 200 | 20 to 200 | 180 | 0.041 | 0.192 | 0.044 |
Zone B West - Weight Mean Average | 0.039 | 0.190 | 0.042 | |||
Zone B East | ||||||
09-S3B | 200 | 0 to 180 | 180 | 0.023 | 0.085 | 0.024 |
09-S4B | 200 | 80 to 200 | 120 | 0.025 | 0.105 | 0.027 |
09-S5B | 400 | 0 to 360 | 360 | 0.024 | 0.097 | 0.025 |
Zone B East - Weight Mean Average | 0.024 | 0.095 | 0.025 | |||
Zone B South |
||||||
09-S7B | 400 | 240 to 400 | 160 | 0.023 | 0.103 | 0.024 |
09-S8B | 200 | None | ||||
09-S9B | 400 | 0 to 200 | 200 | 0.025 | 0.099 | 0.027 |
240 to 400 | 160 | 0.018 | 0.067 | 0.019 | ||
09S-10B | 200 | 80 to 120 | 40 | 0.032 | 0.133 | 0.033 |
09-S11B | 200 | None | ||||
09-S12B | 400 | 160 to 240 | 80 | 0.027 | 0.107 | 0.028 |
09-S13B | 200 | 0 to 180 | 180 | 0.025 | 0.095 | 0.026 |
09-S14B | 200 | 0 to 200 | 200 | 0.018 | 0.069 | 0.019 |
09-S15B | 400 | 0 to 380 | 380 | 0.023 | 0.093 | 0.024 |
Zone B South - Weight Mean Average | 0.023 | 0.091 | 0.024 |
Samples from the remaining 35 drill holes are currently being analyzed. We will report the assay results from these drill holes as they are delivered to us.
2008 Drilling Results
During the first quarter of 2009, test results received from McEwen from our 2008 drilling program led us to identify 3 new areas with significant mineralization. The 2008 drilling program involved the drilling of 39 holes to depths ranging from 200 to 400 feet below the surface. Over 1,000 samples were collected by McEwen under Chain of Custody (COC) standards and delivered for testing and analysis to independent consultants Arrakis Inc. of Denver, Colorado (Arrakis) and independent consultants AuRIC Metallurgical Laboratories of Salt Lake City, Utah (AuRIC). The drill samples were analyzed using a caustic fusion technique, and the results reported were from the extracted precious metals.
2008 Drilling Results Zone A
A total of 25 contiguous holes were drilled adjacent to the Zone A Permitted Mine Area. The weight mean average grade for the mineralized intercepts identified in the 25 holes drilled was approximately 0.047 opt Au equivalent (AuE).
Hole ID2 |
Depth Drilled (ft) |
Mineralized
Interval3 (ft) |
Thickness (ft) |
Au (opt) |
Ag (opt) |
Au (opt) Equivalent |
S1A | 195 | 50 to 150 | 100 | 0.038 | 0.132 | 0.039 |
S2A | 202 | 10 to 40 | 30 | 0.032 | 0.134 | 0.034 |
60 to 100 | 40 | 0.031 | 0.132 | 0.031 | ||
160 to 202 | 42 | 0.049 | 0.209 | 0.052 |
_____________________________________
2 Holes
S20A to S22A did not contain sufficient samples above our cut off grade of 0.020
opt AuE to define any mineralized intercepts.
3 Mineralized
Intervals were determined using a 0.020 opt AuE cut-off.
6
Hole ID2 |
Depth Drilled (ft) |
Mineralized Interval3 (ft) |
Thickness (ft) |
Au (opt) |
Ag (opt) |
Au (opt) Equivalent |
S3A | 201 | 100 to 140 | 40 | 0.027 | 0.094 | 0.028 |
S4A | 404 | 250 to 404 | 154 | 0.037 | 0.166 | 0.039 |
S5A | 201 | 0 to 70 | 70 | 0.033 | 0.112 | 0.034 |
160 to 201 | 41 | 0.036 | 0.111 | 0.038 | ||
S6A | 200 | 0 to 60 | 60 | 0.037 | 0.180 | 0.035 |
120 to 170 | 50 | 0.045 | 0.332 | 0.049 | ||
S7A | 400 | 0 to 20 | 20 | 0.052 | 0.409 | 0.057 |
130 to 170 | 40 | 0.038 | 0.299 | 0.042 | ||
240 to 400 | 160 | 0.027 | 0.152 | 0.029 | ||
S8A | 201 | 0 to 201 | 201 | 0.049 | 0.238 | 0.052 |
S9A | 404 | 50 to 404 | 354 | 0.062 | 0.302 | 0.066 |
S10A | 181 | 0 to 20 | 20 | 0.046 | 0.214 | 0.049 |
110 to 170 | 60 | 0.050 | 0.382 | 0.055 | ||
S11A | 202 | 40 to 80 | 40 | 0.027 | 0.137 | 0.029 |
S12A | 400 | 60 to 90 | 30 | 0.042 | 0.238 | 0.045 |
130 to 370 | 240 | 0.045 | 0.272 | 0.048 | ||
S13A | 200 | 100 to 120 | 20 | 0.024 | 0.133 | 0.025 |
S14A | 340 | 0 to 40 | 40 | 0.058 | 0.413 | 0.063 |
90 to 110 | 20 | 0.071 | 0.465 | 0.077 | ||
S15A | 200 | 0 to 60 | 60 | 0.037 | 0.295 | 0.041 |
150 to 200 | 50 | 0.048 | 0.374 | 0.053 | ||
S16A | 200 | 0 to 60 | 60 | 0.037 | 0.270 | 0.04 |
100 to 150 | 50 | 0.059 | 0.396 | 0.065 | ||
S17A | 200 | 0 to 30 | 30 | 0.060 | 0.568 | 0.067 |
60 to 90 | 30 | 0.069 | 0.725 | 0.079 | ||
S18A | 200 | 150 to 190 | 40 | 0.044 | 0.367 | 0.049 |
S19A | 200 | 0 to 20 | 20 | 0.053 | 0.350 | 0.057 |
90 to 200 | 110 | 0.034 | 0.231 | 0.037 | ||
S23A | 200 | 60 to 80 | 20 | 0.054 | 0.389 | 0.059 |
130 to 200 | 70 | 0.040 | 0.302 | 0.044 | ||
S24A | 200 | 170 to 190 | 20 | 0.041 | 0.341 | 0.045 |
S25A | 200 | 20 to 60 | 40 | 0.042 | 0.223 | 0.044 |
Weight Mean Average for All Drill Hole Intercepts | 0.044 | 0.257 | 0.047 |
2008 Drilling Results Zone B
A total of 14 holes were drilled in Zone B. Zone B is located approximately 3 miles south of the Zone A Permitted Mine Area. The weight mean average grade for the mineralized intercepts identified in the 14 holes drilled in Zone B was approximately 0.044 opt AuE.
Hole ID |
Depth Drilled (ft) |
Mineralized
Interval4 (ft) |
Thickness (ft) |
Au (opt) |
Ag (opt) |
Au (opt) Equivalent |
S1B | 400 | 10 to 400 | 390 | 0.045 | 0.234 | 0.047 |
S2B | 200 | 50 to 160 | 110 | 0.034 | 0.179 | 0.036 |
S3B | 275 | 90 to 275 | 185 | 0.039 | 0.237 | 0.042 |
S4B | 200 | 170 to 200 | 30 | 0.021 | 0.093 | 0.022 |
S5B | 200 | 50 to 200 | 150 | 0.041 | 0.167 | 0.044 |
S6B | 400 | 240 to 270 | 30 | 0.036 | 0.206 | 0.038 |
310 to 400 | 90 | 0.033 | 0.181 | 0.036 | ||
S7B | 200 | 0 to 200 | 200 | 0.037 | 0.160 | 0.039 |
S8B | 350 | 0 to 350 | 350 | 0.040 | 0.187 | 0.042 |
S9B | 200 | 0 to 200 | 200 | 0.048 | 0.244 | 0.051 |
_____________________________________
4
Mineralized Intervals were determined using a 0.020 opt AuE cut-off.
7
S10B | 400 | 0 to 310 | 310 | 0.040 | 0.254 | 0.043 |
360 to 400 | 40 | 0.080 | 0.265 | 0.083 | ||
S11B | 200 | 0 to 140 | 140 | 0.042 | 0.224 | 0.044 |
S12B | 200 | 0 to 60 | 60 | 0.057 | 0.318 | 0.061 |
150 to 200 | 50 | 0.026 | 0.095 | 0.027 | ||
S13B | 400 | 0 to 100 | 100 | 0.053 | 0.246 | 0.056 |
170 to 250 | 80 | 0.026 | 0.102 | 0.027 | ||
290 to 350 | 60 | 0.052 | 0.252 | 0.055 | ||
S14B | 280 | 80 to 100 | 20 | 0.023 | 0.138 | 0.024 |
140 to 280 | 140 | 0.045 | 0.231 | 0.048 | ||
Weight Mean Average for All Drill Hole Intercepts | 0.041 | 0.212 | 0.044 |
Pilot and Bench Scale Leach Test Results Zone A and Zone B
In the first quarter of 2009, AuRIC conducted a pilot scale leach test on 1,738 pounds of material extracted from the Zone A Permitted Mine Area by Arrakis under COC standards. No mineral processing operations, such as crushing, grinding, drying or screening, were performed on the sample prior to leaching. The material was analyzed using a caustic fusion technique and reported head grades of 0.055 ounces per ton (opt) gold (Au) and 0.520 opt silver (Ag). The material was then leached, resulting in the extraction of 0.047 opt Au and 0.464 opt Ag into solution. The precious metals were subsequently collected on resins and processed to produce Au and Ag bullion, for a net extraction of 0.038 opt Au and 0.385 opt Ag. This represents leach extraction of 86.2% of Au into solution and 69.1% of Au recovered as metal. This also represents leach extraction of 89.2% of Ag into solution and 74% of Ag recovered as metal. The overall extraction was 0.043 opt AuE. Upon completion of the test, the precious metal beads were delivered to us. We will commission further testing in order to optimize net metal recovery.
In the second quarter of 2009, AuRIC conducted bench scale leach tests on composite drill samples taken from Zone B by McEwen. The tested materials were composited from previously submitted and analyzed drill samples taken during our 2008 drilling program. The results of these bench scale leach tests were consistent with the results obtained from the bulk leach test conducted on materials extracted from the Zone A Permitted Mine Area in the first quarter of 2009.
In the third quarter of 2009, AuRIC conducted additional bench scale leach tests and a pilot scale leach test on samples taken from Zone B by McEwen. The bulk materials for the pilot scale test assayed 0.070 opt Au and 0.302 opt Ag, or 0.074 opt AuE. The pilot scale leach test on those material extracted 0.066 opt Au and 0.181 opt Ag, or 0.068 opt AuE. The extracted precious metals were then collected on activated carbon and processed to produce Au and Ag bullion for a net extraction of 0.060 opt Au and 0.168 opt AG, or 0.062 opt AuE. This represents leach extraction of 92.4% of AuE into solution and 84.1% of AuE as metal in hand.
All bench scale leach tests were conducted on composite samples taken from Zone A and Zone B. AuRIC created 5.5 pound composites for each of the mineralized intervals tested. The composites were then assayed using a caustic fusion technique, and then leached. The leach results indicate that the mineralogy of the Zone A Permitted Mine Area and Zone B are consistent with each other.
Parameter |
Test Size (lbs) |
Head Grade (opt AuE) |
AuE Recovered into Solution (opt) |
% Recovered into Solution |
AuE Recovered as Metal (opt)5 |
% Recovered as Metal |
Zone A Permitted Mine Area | 1,738 | 0.062 | 0.053 | 85.9% | 0.043 | 69.6% |
Zone B S1B Composite | 5.5 | 0.041 | 0.037 | 89.9% | n/a | n/a |
Zone B S9B Composite | 5.5 | 0.074 | 0.066 | 89.8% | n/a | n/a |
Zone B S12B Composite | 5.5 | 0.057 | 0.046 | 81.3% | n/a | n/a |
Zone B S12B Composite | 5.5 | 0.057 | 0.054 | 94.0% | n/a | n/a |
Zone B S9B | 5.5 | 0.074 | 0.055 | 74.7% | n/a | n/a |
Zone B S9B | 1.8 | 0.074 | 0.058 | 78.7% | n/a | n/a |
Zone B S9B | 2,000 | 0.074 | 0.068 | 92.4% | 0.062 | 84.1% |
_________________________________________
5 Bench
Scale Tests are too small to be recovered as metal with resins or activated
carbon.
8
We are continuing to work on refining the extraction process in order to optimize precious metal extraction rates.
Estimates of Material Extractable Using Surface Dredge Operations
Based on the above test results, we have expanded our original mineralized area (Zone A) from 380 acres to 2,530, and subdivided the mineralized areas of Zone A into three potentially surface minable subsections: Zone A Permitted Mine Area (covering the 380 acre permitted mine site); Zone A West (covering holes S1A to S2A, and holes S8A to S11A); and Zone A Central (covering holes S5A to S7A, and S14A to S17A). In addition, we have identified a new area of significant mineralization covering 1,068 acres located approximately 3 miles south of the Zone A Permitted Mine Area that we have identified as Zone B.
Operational cost estimates, results from our 2008 drilling program and geological modeling by McEwen have led us to conclude that the surface dredge mining method currently being used at our pilot production facility being operated in the Zone A Permitted Mine Area could economically be used to mine to a depth of 200 feet. Based on this 200 foot depth, we have estimated that up to 199.5 million (M) tons of material could potentially be extracted from the newly identified mineralized areas Zone A West, Zone A Central and Zone B. The average grade of all of the samples within this 199.5 M tons approximates 0.041 opt AuE.
Location |
Potentially Mineable Acres6 |
Depth (ft) |
Thickness (ft) |
Potentially Minable Material |
Zone A Permitted Mine Area | 270 | 3 to 40 | 37 | 14.8 M tons |
Zone A West | 475 | 0 up to 200 | Up to 200 | 50.0 M tons |
Zone A Central | 550 | 0 up to 90 | Up to 90 | 41.5 M tons |
Zone B (Holes S7B to S13B) | 555 | 0 up to 200 | Up to 200 | 108 M tons |
We believe that the sedimentary materials underlying the three newly identified mineralized areas are substantially similar to the sedimentary materials found in the Zone A Permitted Mine Area where our pilot production operation is located. The full extent of the mineralization in Zone A and Zone B has yet to be determined by further drilling and drill sample analysis. There is no assurance that the test results that we have received to date will be indicative of actual extraction rates to be found throughout the Columbus Project. Additional exploration work will be required before proven or probable reserves can be established. We intend to conduct additional bench scale and bulk sample tests in both Zone A and Zone B.
PLAN OF OPERATION
During our 2009 fiscal year, we intend to proceed with our exploration and development programs for the Columbus Project and the Red Mountain Project. However, to provide us with maximum financial flexibility, we have elected to postpone the drilling program at the Red Mountain Project until 2010. We continue to believe that the Red Mountain Project is an excellent prospect for us.
We allowed the Ireland Claim to lapse on September 1, 2009 as we did not consider it to be a core asset of our business.
The Columbus Project
Our technical program for the Columbus Project has two primary objectives: (a) to prove the mineral resources/minable reserves, and (b) to determine the commercial feasibility of mining and extracting precious metals from the project.
a. |
Determining Project Resources / Reserves: The goal of the drilling program is to determine whether there are sufficient reserves on the Columbus Project for economic viability. In the 2009 drill program, the holes were drilled to depths ranging from 200 feet to 400 feet. We have completed drilling on, and received the results for 23 holes, which are reported above. We will continue to report results as they |
_______________________________________
6 Acreage
expected to be surface minable in an economical manner.
9
are delivered to Ireland. McEwen will conduct geological modeling and resource calculations after they have received all of the drill program data. | |
b. |
Project Feasibility: We currently have a production permit from the BLM for the Columbus Project. The production permit allows us to extract precious metals and produce calcium carbonate on the 380 acre (320 acre mine site and 60 acres of mill sites) Zone A Permitted Mine Area located at the Columbus Project at a mine rate of up to 792,000 tons per year. The mine site and mill sites are located in Zone A on the northern edge of the area of interest identified by our surface sampling program. |
We are currently using a dredge mining method to mine and transfer material to the pilot plant at the Columbus Project. The material is mined and handled as a slurry throughout the production process. This production process has, to date, proven to be very successful and is our preferred method of mining as the cost per ton of material mined is low. | |
Bench and bulk leach tests have been and continue to be conducted at off-site facilities by independent consultants. These tests are designed to refine the Columbus Projects production process. We anticipate commencing activities onsite in early January. The onsite activities will include updating the existing pilot plant processing circuit, operations of the pilot plant and adjusting the pilot plant. | |
If the operation of this pilot production facility proves to our satisfaction that the Columbus Project is economically viable, we will seek to expand the production process or construct additional production circuits within the mill site to increase production capacity. The production model for the Columbus Project is anticipated to be a low cost, high volume mining operation. | |
Readers are cautioned that, although we believe that the results of our exploration activities to date are sufficiently positive to proceed with the installation and operation of a pilot production circuit for the Columbus Project, we have not yet established any probable or proven 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 $2,312,000 on our exploration and development program for the Columbus Project from October 1, 2009 until June 30, 2010.
The Red Mountain Project
Sampling and Drilling Program: We initiated a surface sampling program on the Red Mountain Project in 2008. We have postponed the drilling program on the Red Mountain Project until we obtain additional financing. See Financing Requirements.
We anticipate that we will spend approximately $60,000 on our exploration program for the Red Mountain Project from October 1, 2009 until June 30, 2010.
Cash Requirements
We have budgeted for the following expenditures for the period October 1, 2009 until June 30, 2010:
Columbus Project | |||
• Drilling Exploration Program and Resource/Reserve Estimates | $ | 395,000 | |
• Pre-feasibility and Feasibility Program | 1,887,000 | ||
• Property Maintenance Costs | 30,000 | ||
Total for Columbus Project | $ | 2,312,000 | |
Red Mountain Project | |||
• Property Acquisition and Maintenance Costs | $ | 60,000 | |
• Sampling Exploration Program | 0 | ||
Total for Red Mountain Project | $ | 60,000 | |
General and Administration | |||
Total for General and Administration | $ | 940,000 | |
Total Cash Expenditures | $ | 3,312,000 |
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As of September 30, 2009, we had cash in the amount of $592,464 and a working capital deficit of $45,829. After September 30, 2009, we sold an aggregate of 10,679,444 Units under our 2009 US Offering and 2009 Foreign Offering, for total proceeds of $4,805,749.80. As a result, we currently have sufficient capital to pay for the anticipated costs of our exploration and development programs for the fourth fiscal quarter of 2009 and the first half of our 2010 fiscal year. However, actual costs could be greater than we have anticipated. Our 2009 US Offering and 2009 Foreign Offering have now been closed and we have no additional financing arrangements in place.
RESULTS OF OPERATIONS
Three Months and Nine Months Summary
Three Months Ended | Percentage | Nine Months Ended | Percentage | |||||||||||||||
September 30, | Increase / | September 30, | Increase / | |||||||||||||||
2009 | 2008 | (Decrease) | 2009 | 2008 | (Decrease) | |||||||||||||
Revenue | $ | - | $ | - | n/a | $ | - | $ | - | n/a | ||||||||
Operating | (1,622,470 | ) | (1,134,200 | ) | 43.1% | (3,667,520 | ) | (3,011,532 | ) | 21.8% | ||||||||
Expenses | ||||||||||||||||||
Other Income | 1,984 | 22,003 | (90.1)% | 11,918 | 126,028 | (90.1)% | ||||||||||||
(Expense) | ||||||||||||||||||
Income Tax | 557,197 | 392,966 | 41.8% | 1,265,857 | 942,138 | 34.4% | ||||||||||||
Benefit | ||||||||||||||||||
Net Loss | $ | (1,063,289 | ) | $ | (719,231 | ) | 47.8% | $ | (2,389,745 | ) | $ | (1,943,366 | ) | 23.0% |
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.
Operating Expenses
Our operating expenses for the three and nine months ended September 30, 2009 and 2008 consisted of the following:
Three Months Ended | Percentage | Nine Months Ended | Percentage | |||||||||||||||
September 30, | Increase / | September 30, | Increase / | |||||||||||||||
2009 | 2008 | (Decrease) | 2009 | 2008 | (Decrease) | |||||||||||||
Mineral exploration and evaluation expenses | $ | 1,167,184 | $ | 741,530 | 57.4% | $ | 2,432,731 | $ | 1,569,299 | 55.0% | ||||||||
Mineral exploration and evaluation expenses related party | 126,780 | 111,459 | 13.8% | 375,971 | 465,181 | (19.2)% | ||||||||||||
General and administrative | 302,605 | 262,225 | 15.4% | 781,181 | 901,621 | (13.3)% | ||||||||||||
Depreciation | 10,901 | 3,986 | 173.5% | 32,637 | 9,431 | 246.1% | ||||||||||||
Mineral and property holding costs | 15,000 | 15,000 | --% | 45,000 | 66,000 | (31.8)% | ||||||||||||
Total Expenses | $ | 1,622,470 | $ | 1,134,200 | 43.1% | $ | 3,667,520 | $ | 3,011,532 | 21.8% |
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Operating expenses for our third fiscal quarter ended September 30, 2009 increased as compared with our third fiscal quarter ended September 30, 2008. Operating expenses increased as a result of increases in mineral and exploration and evaluation expenses, mineral exploration and evaluation expenses related party, general and administrative expenses and depreciation.
Mineral and evaluation expenses have increased due to completion of the 2008 drill program at the Columbus site and analysis and testing of the 2008 drill hole samples and to the start of the 2009 drilling program at the Columbus site which included drilling 58 holes. Drilling on all 58 holes was completed at the beginning of the fourth quarter of 2009.
The item Mineral exploration and evaluation expenses related party represents (a) amounts paid or reimbursed to Nanominerals Corp. for exploration work conducted on the Columbus and Red Mountain Projects, Nanominerals is our largest shareholder, owning approximately 40% of our outstanding common stock; and (b) amounts paid in respect of the DDB Claims to the DDB Syndicate, an entity owned by related parties.
During the fiscal quarter ended September 30, 2009, we incurred fees payable to Nanominerals of $105,000 for technical and financing related services relating primarily to the Columbus and Red Mountain Projects. In addition, we incurred $21,780 in respect to reimbursable expenses paid for by Nanominerals. At September 30, 2009, we were indebted to Nanominerals in the amount of $87,954 for unpaid fees and reimbursable expenses.
We made $30,000 in rental payments to the DDB Syndicate under the terms of our lease agreement for the DDB Claims in the second quarter of 2009. The DDB Syndicate is a mining syndicate made up of a company controlled by Douglas D.G. Birnie (our President and Chief Executive Officer and a member of our Board of Directors), Lawrence E. Chizmar (a former member of our Board of Directors and a former director of CBI), three former officers, directors and affiliates of CBI, and three companies affiliated with Nanominerals. The $30,000 in rental payments made to the DDB Syndicate consisted of $3,651 paid to each member of the DDB Syndicate, including $792 paid to a company controlled by Mr. Birnie for the reimbursement of legal and government filing fees related to the DDB Claims.
We also had an outstanding balance for accrued compensation due to Douglas D.G. Birnie (our President and Chief Executive Officer and a member of our Board of Directors) in the amount of $9,000, payable to a company controlled by Mr. Birnie.
The increase in general and administrative expenses is primarily attributable to an increase in stock based compensation due to our granting 250,000 stock options to an independent director as a recruitment incentive and 20,000 stock options to an employee. Of these options, 70,000 vested immediately. We also incurred more director fees due to expansion of our board and to modification of our independent director compensation plan. Effective July 1, 2009, we raised our compensation for independent directors to: (i) a monthly payment of $2,500; and (ii) a quarterly issuance of restricted stock awards with a market value of $7,500. In lieu of the quarterly issuance of restricted stock awards, a director may accept stock options to purchase shares of our common stock with a market value of $15,000. No shares or options were granted in the third quarter under this compensation plan. As of September 30, 2009, $15,000 of director fees have been included in accounts payable.
We anticipate that our operating expenses will continue to increase significantly as we pursue our exploration and development programs for the Columbus Project and the Red Mountain Project.
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LIQUIDITY AND CAPITAL RESOURCES
Working Capital | |||||||||
Percentage | |||||||||
At September 30, 2009 | At December 31, 2008 | Increase / (Decrease) | |||||||
Current Assets | $ | 718,200 | $ | 2,734,552 | (73.7)% | ||||
Current Liabilities | (764,029 | ) | (175,049 | ) | 336.5% | ||||
Working Capital | $ | (45,829 | ) | $ | 2,559,503 | (101.8)% |
Cash Flows | ||||||
Nine Months Ended | Nine Months Ended | |||||
September 30, 2009 | September 30, 2008 | |||||
Cash Flows used in Operating Activities | $ | (2,933,555 | ) | $ | (3,053,186 | ) |
Cash Flows used in Investing Activities | (224,342 | ) | (1,657,682 | ) | ||
Cash Flows from Financing Activities | 1,184,538 | 1,000 | ||||
Net Decrease in Cash During Period | $ | (1,973,359 | ) | $ | (4,709,868 | ) |
At September 30, 2009 we had a working capital deficit of $45,829 as compared with a working capital surplus of $2,559,503 at December 31, 2008. The decrease in our working capital surplus is primarily attributable to the fact that: (i) we had no sources of revenue during the period; and (ii) we incurred substantial expenses in the exploration and development of the Columbus Project.
Financing Requirements
We currently have sufficient financial resources to pay for the expected costs of our exploration and development programs for the remainder of fiscal 2009 and the first half of fiscal 2010.
To pay for the expected costs of these programs, our Board of Directors approved a private placement offering of up to 10,000,000 units at a price of $0.45 per unit to accredited investors as such term is defined under Regulation D of the Securities Act (the 2009 US Offering) and a concurrent foreign private placement offering of up to 5,500,000 units on the same terms to persons who are not U.S. Persons as such term is defined under Regulation S of the Securities Act (the 2009 Foreign Offering). Each unit is comprised of one share of our common stock and one-half share purchase warrant. Each full share purchase warrant will entitle the holder to purchase one additional share of our common stock at a price of $0.75 per share. As originally approved, the share purchase warrants were to expire on June 30, 2012, subject to our right to accelerate the expiration date for the warrants after June 30, 2010 if the volume weighted average price (VWAP) for the shares on our principal market is above $3.00 per share for twenty consecutive trading days.
On November 13, 2009, our Board of Directors decided to unilaterally amend the terms of the warrants without the payment of any additional consideration by the subscribers to the 2009 US Offering and 2009 Foreign Offering by:
(a) |
extending the expiration date to June 30, 2013; and | ||
(b) |
amending the conditions under which we may exercise the warrant acceleration right by: | ||
(i) |
increasing the VWAP threshold from $3.00 to $4.50; and | ||
(ii) |
requiring that the average daily trading volume for our common stock on our principal market during the twenty trading days used to calculate the above VWAP threshold be not less than 0.2% of our free float. |
The 2009 US Offering and the 2009 Foreign Offering were originally set to terminate on August 31, 2009, but were extended by our Board of Directors.
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As of the date of filing of this Quarterly Report on Form 10-Q, we sold a total of 13,889,355 Units. Total proceeds received under the 2009 US Offering and the 2009 Foreign Offering was $6,250,209.75. An aggregate of 5,328,244 Units were sold under the 2009 Foreign Offering, which represents an over allotment of 3,061,111 Units from the total number of Units originally approved by our directors for the 2009 Foreign Offering. To account for the over allotment, we decreased the number of Units available under the 2009 US Offering by an equal number of Units. A total of 5,328,244 Units were sold under the 2009 US Offering. We have agreed to pay a total of $286,526 and issue an aggregate of 272,882 warrants as commissions in connection with the 2009 US Offering and the 2009 Foreign Offering. The 2009 US Offering and the 2009 Foreign Offering have now been closed.
There is no assurance that the actual costs of our exploration and development programs will not exceed our estimates. Furthermore, we may need additional financing to proceed beyond our current exploration and development plans. Our ability to obtain additional 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 adjust our exploration and development plans depending upon our existing capital resources.
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.
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.
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 unaudited consolidated financial statements for the nine months ended September 30, 2009 included in this Quarterly Report on Form 10-Q.
Mineral Rights
We capitalize acquisition and option costs of mineral property rights. The amount capitalized represents fair value at the time the mineral rights are acquired. We capitalize acquisition and option costs of mineral rights as tangible assets. Upon commencement of commercial production, the mineral rights will be amortized using the unit-of-production method over the life of the mineral rights. If we do not continue with exploration after the completion of a feasibility study, the mineral rights will be expensed at that time.
Exploration Costs
Mineral exploration costs are expensed as incurred.
Mineral Property Acquisition Costs
Costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred either to develop new ore deposits, expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a
14
standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. We evaluate the carrying value of capitalized mining costs and related property and equipment costs, to determine if these costs are in excess of their recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.
Reclamation and Remediation Costs (Asset Retirement Obligation)
We accrued costs associated with environmental remediation obligations in accordance with ASC 410-20, Asset Retirement Obligations. In accordance with ASC 410-20-25, Asset Retirement Obligations - Recognition, we record a liability for the present value of the estimated environmental remediation costs in the period in which the liability is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced.
We accrue costs associated with environmental remediation obligation when it is probable that such costs will be incurred and they are reasonably estimable. Estimates for reclamation and other closure costs are prepared in accordance with ASC 450, Contingencies, or ASC 410-30-25, Asset Retirement and Environmental Obligations - Recognition. Costs of future expenditures for environmental remediation are not discounted to their present value unless subject to a contractually obligated fixed payment schedule. Such costs are based on managements current estimate of amounts to be incurred when the remediation work is performed, within current laws and regulations.
Future reclamation and environmental-related expenditures are difficult to estimate, in many circumstances, due to the early stage nature of the exploration project, and uncertainties associated with defining the nature and extent of environmental disturbance and the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. We periodically review accrued liabilities for such reclamation and remediation costs as evidence becomes available indicating that the liabilities have potentially changed. Changes in estimates are reflected in the statement of operations in the period an estimate is revised.
Accruals for reclamation and environmental matters totaled $275,338 at September 30, 2009 and December 31, 2008. We are in the exploration stage and are unable to determine the estimated timing of these expenditures relating to these accruals at this time. It is reasonably possible the ultimate cost of reclamation and remediation could change in the future, and that changes to these estimates could have a material effect on future operating results as new information becomes known. For additional information, see Note 12 of the financial statements included with this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES.
As of September 30, 2009, 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, 2009, 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.
15
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.
During the third quarter ended September 30, 2009, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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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 operations.
Although we have begun operation of a pilot production module for the Columbus Project, there is no assurance that this project is commercially feasible.
We have begun pilot production operations on 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.
Additional exploration work is required before proved or probable reserves can be established.
We intend to report the results of our exploration activities promptly after those results have been received and analyzed. However, there is no assurance that the test results reported by us will be indicative of extraction rates throughout our mineral properties. We have not yet established proved or probable reserves on the Columbus Project or on our other mineral properties and additional exploration work will be required before proved or probable reserves can be established.
We will likely require additional financing to complete our exploration and development programs for our mineral projects.
We expect to spend approximately $3,312,000 on the exploration and development of our Columbus and Red Mountain Projects and the general costs of operating and maintaining our business and mineral properties during the fourth quarter of 2009 and the first and second quarters of 2010. As of September 30, 2009, we had cash on hand of $592,464. We will need to obtain additional financing in order to complete our proposed exploration and development programs for 2009. Accordingly, our Board of Directors approved a 2009 US Offering of up to 10,000,000 units at a price of $0.45 per unit and a concurrent 2009 Foreign Offering of up to 5,500,000 units at a price of $0.45 per Unit for gross proceeds of $6,975,000.
To date, we have issued an aggregate of 5,328,244 Units under the 2009 US Offering for total proceeds of $3,775,209.75. As discussed below, the maximum number of Units available under the 2009 US offering was decreased by 3,061,111 Units to account for an over allotment of Units under our 2009 Foreign Offering. The 2009 US Offering has now been closed.
To date, we have issued an aggregate of 8,561,111 Units under the 2009 Foreign Offering for total proceeds of $3,852,499.95. This represents an over allotment of 3,061,111 Units from the total number of Units originally approved by our directors for the 2009 Foreign Offering. To account for the over allotment, we decreased the number of Units available under the 2009 US Offering by an equal number of Units. The 2009 Foreign Offering has now been closed.
We anticipate that we will require additional financing in order to complete future phases of the exploration and development plans for the Columbus Project and the Red Mountain Project. In addition, the actual costs of completing those programs could be greater than anticipated of completing those programs could be greater than anticipated.
17
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 and development 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. In addition, if our management decides to exercise the right to acquire a 100% interest in the Red Mountain Project, we will be required to issue significantly more shares of our common stock. 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 on those properties.
In order to maintain the rights to our mineral projects, we will be required to make annual filings with federal and state regulatory authorities. Currently the amount of these fees is nominal; however, these maintenance fees are subject to adjustment. In addition, 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 an exploration stage 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 and development on 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 exiting the exploration stage, 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 speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found.
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.
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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.
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.
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 and development 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 and development 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 Bulletin Board 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.
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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 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 managements control. The assumptions and hypothesis 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.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
Amendment to Terms of 2009 US Offering and 2009 Foreign Offering
On November 13, 2009, our Board of Directors decided to unilaterally amend the terms of the warrants without the payment of any additional consideration by the subscribers to the 2009 US Offering and 2009 Foreign Offering by:
(a) |
extending the expiration date to June 30, 2013; and | |
(b) |
amending the conditions under which we may exercise the warrant acceleration right by: |
(i) |
increasing the VWAP threshold from $3.00 to $4.50; and |
20
(ii) |
requiring that the average daily trading volume for our common stock on our principal market during the twenty trading days used to calculate the above VWAP threshold be not less than 0.2% of our free float. |
Amendment to Terms of 2007 US Offering and 2007 Foreign Offering
On November 13, 2009, our Board of Directors decided to unilaterally amend the terms of the outstanding warrants issued by us pursuant to our US and foreign private placement offerings completed in 2007 (the 2007 US Offering and 2007 Foreign Offering respectively) without the payment of any additional consideration by the holders thereof by extending the expiration date of those warrants from June 30, 2012 to June 30, 2013. As amended, each outstanding warrant issued under the 2007 US Offering and the 2007 Foreign Offering entitles the holder to purchase one share of our common stock for a price of $1.00 per share. We have the right to accelerate the expiration date of these warrants if our common stock trades at a weighted average price of $3.50 for twenty consecutive trading days.
Issuance of Shares Under 2009 US Offering and 2009 Foreign Offering
On November 14, 2009, we sold an aggregate of 3,334,444 units under our 2009 US Offering for total proceeds of $1,500,499.80 and an aggregate of 700,000 units under our 2009 Foreign Offering for total proceeds of $315,000. This represented the fourth tranche of both the 2009 US Offering and the 2009 Foreign Offering. Our 2009 US Offering and 2009 Foreign Offering have now been closed. Details of the 2009 US Offering and the 2009 Foreign Offering are provided in Part I of this Quarterly Report on Form 10-Q.
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) | |
10.1 |
2007 Stock Incentive Plan.(4) | |
10.2 |
Assignment Agreement dated for reference as of March 29, 2007, among Nanominerals Corp., the Company and Lorrie Archibald.(4) | |
10.3 |
Letter Agreement dated July 22, 2006 among Columbus Brine Inc., Columbus S.M. LLC and Nanominerals Corp., assigned to the Company by Nanominerals Corp.(11) | |
10.4 |
Letter Agreement dated March 15, 2007 between Red Mountain Mining and Nanominerals Corp., assigned to the Company by Nanominerals Corp.(11) | |
10.5 |
Agency Agreement dated effective as of June 19, 2007 between the Company and S & P Investors, Inc.(5) | |
10.6 |
Amendment Agreement to Assignment Agreement among the Company, Nanominerals Corp. and Lorrie Archibald, dated for reference as of August 8, 2007.(6) | |
10.7 |
Consulting Agreement between the Company and RJ Falkner & Company, Inc., dated for reference as of November 5, 2007.(7) | |
10.8 |
Consultant Non-Qualified Stock Option Agreement between the Company and R. Jerry Falkner, dated effective as of November 5, 2007.(7) | |
10.9 |
Agreement and Plan of Merger dated December 14, 2007 among the Company, Columbus Brine Inc., John T. Arkoosh, William Maghan and Lawrence E. Chizmar, Jr.(8) | |
10.10 |
Amendment Agreement to Agreement and Plan of Merger entered into on January 31, 2008 among the Company, CBI Acquisition, Inc., Columbus Brine Inc., John T. Arkoosh, William Maghan and Lawrence E. Chizmar, Jr.(9) | |
10.11 |
Mining Lease Agreement dated November 30, 2007 between DDB Syndicate and Columbus |
21
Exhibit | ||
Number | Description of Exhibit | |
S.M., LLC.(12) |
||
14.1 | Code of Ethics.(10) |
|
21.1 | List of Subsidiaries.(13) |
|
31.1 | ||
31.2 | ||
32.1 | ||
32.2 | ||
99.1 | Diagram of Columbus Project Pilot Production Process.(13) |
(1) |
Filed as an exhibit to our Registration Statement on Form SB-2 originally filed on 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 on April 12, 2006. |
(3) |
Filed as an exhibit to our Current Report on Form 8-K filed on April 30, 2007. |
(4) |
Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2006 filed on April 5, 2007. |
(5) |
Filed as an exhibit to our Current Report on Form 8-K filed on June 21, 2007. |
(6) |
Filed as an exhibit to our Current Report on Form 8-K filed on August 14, 2007. |
(7) |
Filed as an exhibit to our Current Report on Form 8-K filed on November 9, 2007. |
(8) |
Filed as an exhibit to our Current Report on Form 8-K filed on December 20, 2007. |
(9) |
Filed as an exhibit to our Current Report on Form 8-K filed on February 6, 2008. |
(10) |
Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2003, filed on September 28, 2004. |
(11) |
Filed as a Schedule to Exhibit 10.2. |
(12) |
Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2007 filed on March 31, 2008. |
(13) |
Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008 filed on March 26, 2009. |
22
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, 2009 | By: | /s/ Douglas D.G. Birnie |
DOUGLAS D.G. BIRNIE | ||
Chief Executive Officer, President and Secretary | ||
(Principal Executive Officer) | ||
Date: November 16, 2009 | By: | /s/ Robert D. McDougal |
ROBERT D. MCDOUGAL | ||
Chief Financial Officer and Treasurer | ||
(Principal Financial Officer) |