Attached files
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EX-10.1 - Ironwood Gold Corp. | v209924_ex10-1.htm |
EX-99.1 - Ironwood Gold Corp. | v209924_ex99-1.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): January 25,
2011
IRONWOOD
GOLD CORP.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-53267
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74-3207792
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(State
or other jurisdiction
of
incorporation)
|
(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)
|
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):
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
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))
|
|
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 25, 2011, Ironwood Gold Corp. (the “Company”) entered into a lease
agreement with The Falcon Group Claims (“Falcon”) for the development of a
gold-silver mining project known as the Falcon Mine Property (the “Property”)
located in the northern end of the Carlin Trend gold belt in Nevada (the
“Lease”). The Lease includes an earn-in joint venture agreement
option, to be negotiated by the parties, for further development of the
Property. Such joint venture option is exercisable anytime on or
before November 30, 2012, unless such option period is extended pursuant to the
terms and conditions of the Lease.
In
accordance with the Lease, the Company is obligated to make a series of payments
to Falcon set forth as follows: (a) three separate payments of $25,000 on or
before (i) January 28, 2011; (ii) April 1, 2011; and (iii) August 1, 2011; and
(b) three separate payments of $50,000 on or before (i) July 1, 2012; (ii)
September 1, 2012; and (iii) November 30, 2012. As further
consideration, the Company has issued to Falcon 1,500,000 shares of Company
common stock upon execution of the Lease and will issue an additional 1,500,000
shares of Company common stock on November 30, 2011. The Lease can be terminated
by either party on thirty (30) days notice due to non-payment or any breach of
the Lease, such breach not cured within a fifteen (15) day cure
period.
The
Property consists of six patented claims and between 60-100 newly staked claims
that join the patented claims on which the mine is situated. In
accordance with the Lease, the Company is obligated to make certain expenditures
on the Property, including drilling a minimum of four (4) drill holes for the
purpose of obtaining soil samples and conducting field survey work on the
Property.
The
foregoing description is qualified in its entirety by reference to the Lease
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.
(a)
Resignation of Director.
Effective
January 27, 2011, the Company received the resignation of Dr. Petra Zasterova as
a member of the Company’s Board of Directors.
SECTION 7
– REGULATION FD
Item
7.01 Regulation FD Disclosure.
On
February 2, 2011, the Company issued a press release announcing the Company’s
entrance into the Lease. 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.
Exhibit
No.
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Exhibit
Description
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10.1
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Lease
Agreement with The Falcon Group Claims dated January 25,
2011.
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99.1
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Press
Release dated February 2, 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.
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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.
IRONWOOD
GOLD CORP.
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Date:
February 3, 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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