Attached files
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| EX-10.1 - Ironwood Gold Corp. | v196046_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): August 27,
2010
IRONWOOD
GOLD CORP.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-53267
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74-3207792
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7047
E. Greenway Parkway #250
Scottsdale,
AZ
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85254
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 1-888-356-4942
Former
name or Former Address, if Changed Since Last Report:
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
Ironwood
Gold Corp. (the “Company”) and
Callinan Mines Limited (the “Purchaser”) entered
into a Securities Purchase Agreement dated August 27, 2010 (the “Purchase Agreement”),
for the sale by the Company to the Purchaser of 4,000,000 Units (as defined
below) of the Company at a price of $0.05 per Unit. Each “Unit” consists of one
share of the Company’s common stock (the “Shares”) and one
warrant to purchase one share of common stock at a price of $0.07, exercisable
over two years (the “Warrant”).
The form
of the Purchase Agreement is attached to this report as Exhibit 10.1 and the
terms and conditions thereof are incorporated herein. The foregoing statements
are not intended to be a complete description of all terms and
conditions.
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
The
information disclosed under Item 1.01 of this Current Report on Form 8-K with
respect to the Company’s unregistered sale of the Units is incorporated into
this Item 3.02 in its entirety. The issuance of the Shares and the
Warrants were conducted by the Company and were issued in reliance upon Rule 506
of Regulation D and/or Regulation S of the Securities Act of 1933, as amended,
and comparable exemptions for sales to “accredited” investors under state
securities laws.
Section
9 - Financial Statements and Exhibits
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
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No.
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Description
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10.1
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Form
of Securities Purchase
Agreement
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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IRONWOOD
GOLD CORP.
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Date:
September 3, 2010
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By:
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/s/ Behzad Shayanfar
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Behzad
Shayanfar
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Director
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