Attached files
| file | filename |
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| EX-99.1 - Ironwood Gold Corp. | v209044_ex99-1.htm |
| EX-10.1 - Ironwood Gold Corp. | v209044_ex10-1.htm |
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): January 24,
2011
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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
On
January 24, 2011, Ironwood Gold Corp., a Nevada corporation (the “Company”),
entered into a Restricted Stock Award Agreement (the “Agreement”) with Anton S.
Borozdin, whereby Mr. Borozdin will serve as a director of the
Company. Pursuant to the Agreement, Mr. Borozdin will receive one
hundred thousand (100,000) shares of Company common stock in connection with his
service as a director. The material terms and conditions of Mr.
Borozdin’s appointment as a director are more fully reported and detailed under
Item 5.02 and incorporated herein by reference.
The
foregoing description is qualified in its entirety by reference to the Agreement
filed as Exhibit 10.1 attached hereto and incorporated herein by
reference.
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(d) Appointment
of Director
On January 24, 2011, the Company’s
Board of Directors (“Board”) appointed Anton S. Borozdin to fill a vacant seat
currently available on the Company’s Board effective immediately. It
is contemplated that Mr. Borozdin may serve on certain committees of the
Company’s Board, but no such committee appointments have been made at this
time. Mr. Borozdin has no family relationships with any other
executive officers or directors of the Company, or persons nominated or chosen
by the Company to become directors or executive
officers. Furthermore, the Company is not aware of any transaction
requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Borozdin’s Professional
History
Mr.
Borozdin currently serves as a Vice President of Wealth Management for CBH
Compagnie Bancaire Helvétique SA in Geneva, Switzerland, a position he has held
since 2009. He works in conjunction with in-house portfolio managers,
Head of Products and Services, traders, analysts, legal, public relations and
compliance departments to ensure continuity of service, product delivery and
responsiveness to client needs. His responsibilities include a client
portfolio with CHF 350 million under management. Previously, from
2007 to 2008, he was Client Adviser, Associate Director for UBS AG, Wealth
Management in London, where he managed a portfolio of high growth and complex
relationships culminating in the creation of a client pipeline with over CHF 200
million invested. From 2006 to 2007, he was a Relationship Manager
with MDM Bank, Private Wealth Management in Moscow.
Mr.
Borozdin earned his BA in Financial Economics at London’s Kingston University in
2004 and his MA in International Business and Management at the University of
Westminster, Westminster Business School in London in 2006.
Director
Compensation
Mr.
Borozdin will be receiving one hundred thousand (100,000) shares of Company
common stock pursuant to the Agreement attached hereto as Exhibit 10.1 in
connection with his service on our Board of Directors.
SECTION
7 – REGULATION FD
Item
7.01. Regulation FD Disclosure
On
January 24, 2011, the Company issued a press release announcing Mr. Borozdin’s
appointment to the Board. A copy of the press release is attached
hereto as Exhibit 99.1.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Exhibit Description
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10.1
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Restricted
Stock Award Agreement dated January 24, 2011.
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99.1
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Press
Release dated January 24, 2011.
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The
information contained in Exhibit 99.1 attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and
shall not be deemed incorporated by reference in any filing with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 or the
Securities Act of 1933, whether made before or after the date hereof and
irrespective of any general incorporation by reference language in any
filing.
Portions
of this report may constitute “forward-looking statements” defined by federal
law. Although the Company believes any such statements are based on
reasonable assumptions, there is no assurance that the actual outcomes will not
be materially different. Any such statements are made in reliance on
the “safe harbor” protections provided under the Private Securities Litigation
Reform Act of 1995. Additional information about issues that could
lead to material changes in the Company’s performance is contained in the
Company’s filings with the Securities and Exchange Commission and may be
accessed at www.sec.gov.
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:
January 26, 2011
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By:
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/s/
Behzad Shayanfar
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Behzad
Shayanfar
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Chief
Executive Officer
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