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EX-32.1 - CERTIFICATION - IRELAND INC.exhibit32-1.htm
EX-31.2 - CERTIFICATION - IRELAND INC.exhibit31-2.htm
EX-31.1 - CERTIFICATION - IRELAND INC.exhibit31-1.htm
EX-32.2 - CERTIFICATION - IRELAND INC.exhibit32-2.htm

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 March 31, 2011

[ ] 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 (§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 May 20, 2011, the Registrant had 124,918,996 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 three months ended March 31, 2011 are not necessarily indicative of the results that can be expected for the year ending December 31, 2011.

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)        
    March 31, 2011     December 31, 2010  
             
ASSETS    
             
Current assets            
   Cash $  1,398,247   $  1,602,179  
   Short-term investments   -     878,608  
   Other receivables   20,000     30,000  
   Prepaid expenses   162,285     258,095  
             
       Total current assets   1,580,532     2,768,882  
             
Property and equipment, net   3,859,385     4,081,820  
Mineral properties   31,948,053     31,948,053  
Restricted investments held for reclamation bond   878,608     -  
Reclamation bonds   133,368     908,368  
Deposits   22,200     22,200  
             
       Total non-current assets   36,841,614     36,960,441  
             
       Total assets $  38,422,146   $  39,729,323  
             
LIABILITIES AND STOCKHOLDERS' EQUITY   
             
Current liabilities            
   Accounts payable $  103,164   $  90,783  
   Accounts payable - related party   48,839     67,190  
   Accrued payroll and related taxes   59,457     45,875  
   Due to related party   23,290     23,290  
             
       Total current liabilities   234,750     227,138  
             
Long-term liabilities            
   Accrued reclamation and remediation costs   275,338     275,338  
   Deferred income taxes   4,943,188     5,402,258  
             
       Total long-term liabilities   5,218,526     5,677,596  
             
       Total liabilities   5,453,276     5,904,734  
             
Commitments and contingencies - Note 13   -     -  
             
Stockholders' equity            
    Common stock, $0.001 par value; 400,000,000 shares
          authorized, 122,434,442 
          shares issued and outstanding
 

122,434
   

122,434
 
   Additional paid-in capital   48,553,490     48,299,851  
   Accumulated other comprehensive loss   (614 )   (614 )
   Accumulated deficit during exploration stage   (15,706,440 )   (14,597,082 )
             
       Total stockholders' equity   32,968,870     33,824,589  
             
       Total liabilities and stockholders' equity $  38,422,146   $  39,729,323  

See Accompanying Notes to these Consolidated Financial Statements

F-1



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     through  
    March 31, 2011     March 31, 2010     March 31, 2011  
                   
                   
Revenue $  -   $  -   $  -  
                   
Operating expenses                  
   Mineral exploration and evaluation expenses   602,657     311,889     9,929,809  
   Mineral exploration and evaluation expenses - related party   137,708     124,149     2,720,827  
   General and administrative   617,883     758,700     7,055,857  
   General and administrative - related party   2,000     21,066     23,066  
   Depreciation   203,056     14,179     822,839  
   Mineral and property holding costs   15,000     15,000     485,500  
   Mineral and property holding costs -                  
       reimbursed to related party   -     -     295,000  
   Write-off of mineral rights   -     -     14,000  
                   
       Total operating expenses   1,578,304     1,244,983     21,346,898  
                   
Loss from operations   (1,578,304 )   (1,244,983 )   (21,346,898 )
                   
Other income (expense)                  
   Interest income   9,876     9,595     328,766  
   Interest expense   -     (3,494 )   (5,983 )
                   
       Total other income (expense)   9,876     6,101     322,783  
                   
Loss before income taxes   (1,568,428 )   (1,238,882 )   (21,024,115 )
                   
Income tax benefit   459,070     330,405     5,317,675  
                   
Net loss $  (1,109,358 ) $  (908,477 ) $  (15,706,440 )
                   
Loss per common share - basic and diluted $  (0.01 ) $  (0.01 )      
                   
Weighted average common shares outstanding - basic and diluted   122,434,442     120,217,886      

See Accompanying Notes to these Consolidated Financial Statements

F-2



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
(UNAUDITED)

                            Accumulated     Accumulated        
                      Common     Other     Deficit During     Total  
    Common Stock     Additional     Stock     Comprehensive     Exploration     Stockholders'  
    Shares     Amount     Paid-in Capital     Subscribed     Loss     Stage     Equity  
                                           
Balance, December 31, 2009   110,899,442   $  110,899   $  42,099,452   $  162,000   $  -   $  (9,906,028 ) $  32,466,323  
                                           
Amortization of stock options and warrants
   issued to directors, officer
   s and consultants over vesting periods
  -     -     274,912     -     -     -     274,912  
                                           
Issuance of stock options to an officer   -     -     19,515     -     -     -     19,515  
                                           
Issuance of common stock for cash
   Reg. S - Private Placement,
   $0.45 per share, net of $6,399
   financing costs
  200,000     200     83,401     -     -     -     83,601  
                                           
Issuance of common stock for cash
   Reg. D - Private Placement,
   $0.45 per share, net of $5,344
   financing costs
  10,835,000     10,835     4,859,571     (162,000 )   -     -     4,708,406  
                                           
Net loss, March 31, 2010   -     -     -     -     -     (908,477 )   (908,477 )
                                           
Balance, March 31, 2010   121,934,442   $  121,934   $  47,336,851   $  -   $  -   $  (10,814,505 ) $  36,644,280  
                                           
Balance, December 31, 2010   122,434,442   $  122,434   $  48,299,851   $  -   $  (614 ) $  (14,597,082 ) $  33,824,589  
                                           
Amortization of stock options and warrants
   issued to directors, officers and
   consultants over vesting periods
  -     -     243,349     -     -     -     243,349  
                                           
Issuance of stock options to a consultant   -     -     10,290     -     -     -     10,290  
                                           
Net loss, March 31, 2011   -     -     -     -     -     (1,109,358 )   (1,109,358 )
                                           
Balance, March 31, 2011   122,434,442   $  122,434   $  48,553,490   $  -   $  (614 ) $  (15,706,440 ) $  32,968,870  

See Accompanying Notes to these Consolidated Financial Statements

F-3



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                For the period from  
                February 20, 2001  
                (date of inception)  
    For the Three Months Ended     through  
    March 31, 2011     March 31, 2010     March 31, 2011  
CASH FLOWS FROM OPERATING ACTIVITIES                  
   Net loss $  (1,109,358 ) $  (908,477 ) $  (15,706,440 )
   Adjustments to reconcile loss from operating
     to net cash used in operating activities:
           
           Depreciation   203,056     14,179     822,839  
           Write-off of mineral rights   -     -     14,000  
           Consulting accrual   -     -     15,000  
           Stock-based expenses   253,639     294,427     3,130,962  
                   
   Changes in operating assets and liabilities:                  
           Other receivables   10,000     (36,667 )   (20,000 )
           Prepaid expenses   95,810     (95,061 )   (312,360 )
           Other assets   -     -     (2,200 )
           Reclamation bonds   775,000     -     (122,108 )
           Mineral property acquisition costs   -     -     (1,022,663 )
           Accounts payable and accrued liabilities   7,612     (47,098 )   107,858  
           Deferred income taxes   (459,070 )   (330,405 )   (5,317,675 )
           Accrued reclamation and remediation costs   -     -     275,338  
                   
 Net cash used in operating activities   (223,311 )   (1,109,102 )   (18,137,449 )
                   
CASH FLOW FROM INVESTING ACTIVITIES                  
   Purchase of property and equipment   (5,621 )   (408,076 )   (3,558,714 )
   Purchase price adjustment of property and equipment   25,000     -     25,000  
   Purchase of investments   -     -     (879,553 )
                   
   Net cash provided (used) in investing activities   19,379     (408,076 )   (4,413,267 )
                   
CASH FLOW FROM FINANCING ACTIVITIES                  
   Proceeds from stock issuance   -     4,965,750     24,480,710  
   Proceeds from option issuance   -     -     20,000  
   Stock issuance costs   -     (11,743 )   (560,037 )
   Common stock subscribed   -     (162,000 )   -  
   Proceeds from borrowings - related party   -     -     8,290  
                   
   Net cash provided by financing activities   -     4,792,007     23,948,963  
                   
NET CHANGE IN CASH   (203,932 )   3,274,829     1,398,247  
                   
CASH AT BEGINNING OF PERIOD   1,602,179     3,651,015     -  
                   
CASH AT END OF PERIOD $  1,398,247   $  6,925,844   $  1,398,247  
                   
                   
                   
SUPPLEMENTAL INFORMATION                  
                   
Interest paid $  -   $  3,494   $  5,983  
                   
Income taxes paid $  -   $  -   $  -  
                   
Non-cash investing and financing activities:                  
                   
  Assets acquired for common stock and warrants issued
    for mineral properties
$  -   $  -   $  21,584,351  
                   
   Net deferred tax liability assumed $  -   $  -   $  10,261,194  

See Accompanying Notes to these Consolidated Financial Statements

F-4



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.

DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Description of business - Ireland Inc. (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.

Basis of presentation - The interim financial statements present the consolidated balance sheets, statements of operations, stockholders’ equity and comprehensive income, and cash flows of the Company. These consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”).

These consolidated financial statements have been prepared without audit in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments and disclosures necessary for the fair presentation of these interim statements have been included. All such adjustments are, in the opinion of management, of a normal recurring nature. The results reported in these interim consolidated financial statements are not necessarily indicative of the results that may be reported for the entire year. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 30, 2011.

Going concern - The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

Since its formation, the Company has incurred comprehensive cumulative net losses of $15,707,054 as of March 31, 2011. This amount is comprised of net loss from operations of $15,706,440 and other comprehensive loss of $614. The Company has not commenced its commercial mining and mineral processing operations; rather, it is still in the exploration stage, raising substantial doubt about the Company’s ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments 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, Columbus Minerals Inc. (“CMI”) (including its wholly-owned single-member LLC subsidiary Columbus Salt Marsh LLC (“CSM”)) and Rand Metals LLC (“Rand”). Intercompany accounts and transactions have been eliminated.

F-5



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.

DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Use of estimates - The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting period. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include the valuation of stock-based compensation, impairment analysis of long-lived assets, accrued reclamation and remediation costs and the valuation allowance on deferred tax assets. Actual results could differ from those estimates.

Fair value of financial instruments - Fair value accounting establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company’s financial instruments consist of investments in U.S. Treasury Notes. These investments are classified within Level 1 of the fair value hierarchy as their fair value is determined using quoted prices in active markets.

Restricted investments held for reclamation bond - Restricted investments serve as collateral for one of the Company’s reclamation bonds. The investments are classified as available for sale and are recorded at fair value based on quoted market prices with the unrealized gains and losses reflected in accumulated other comprehensive income until realized. Realized gains and losses are determined on a specific identification method and are recognized in the consolidated statement of operations.

The Company evaluates unrealized losses, if any, in its investment securities for other-than temporary impairment using both qualitative and quantitative criteria. In the event that an investment is determined to be other-than-temporarily impaired, the Company recognizes the loss in the consolidated statement of operations. The Company generally only invests in debt securities.

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)

   

Mineral properties - Costs of acquiring mineral properties are capitalized upon acquisition. Exploration costs and costs to maintain mineral properties are expensed as incurred while the project is in the exploration stage. Development costs and costs to maintain mineral properties are capitalized as incurred while the property is in the development stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over the proven and probable reserves. Mineral properties are assessed for impairment when circumstances indicate that the carrying amount may not be recoverable. Impairment losses are charged to operations at the time of impairment. When a property is sold or abandoned, a gain or loss is recognized and included in the consolidated statement of operations.

   

Mineral exploration and development costs - Exploration expenditures incurred prior to entering the development stage are expensed and included in “Mineral exploration and evaluation expenses”.

   

Property and equipment - Property and equipment are 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).

   

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. If the sum of the estimated future net cash flows on an undiscounted basis is less than the carrying amount of the related asset, impairment is considered to exist. Future cash flows are estimated based on quantities of recoverable minerals, expected commodity prices, production levels, operating costs, capital requirements and reclamation costs. The Company also considers its continued right to explore the property, exploration reports, drill results, technical reports and continued plans to fund exploration programs on the property. Any impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset. To date, no such impairments have been identified.

   

The Company’s estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different from the estimates, as actual future quantities of recoverable minerals, commodity prices, and production levels and costs are each subject to significant risks and uncertainties.

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)

   

Reclamation and remediation costs (asset retirement obligation) - The Company records a liability for the present value of the estimated costs associated with environmental remediation obligations 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 their expected useful lives. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability will be reduced.

   

Future reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early stage nature of the exploration project, the uncertainties associated with defining the nature and extent of environmental disturbance, 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 indicating that the liabilities have potentially changed becomes available. Changes in estimates are reflected in the consolidated statement of operations in the period an estimate is revised.

   

Accruals for reclamation and environmental matters totaled $275,338 at March 31, 2011 and December 31, 2010. The Company is in the exploration stage and is unable to determine the estimated timing of expenditures relating to these accruals at this time. It is reasonably possible that 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 14.

   

Per share amounts - Basic earnings (loss) per share is computed by dividing net income (loss) 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. In these financial statements, stock options and warrants are not considered in the computation of diluted earnings per share as their inclusion would be anti-dilutive for the periods presented. Excluded stock options and warrants amounted to 37,411,832 and 35,325,684 as of March 31, 2011 and 2010, respectively.

   

Stock-based compensation - Stock-based compensation awards are recognized in the financial statements based on the grant date fair value of the award which is estimated using the Binomial Lattice option pricing model. The Company believes that 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 the actual exercise behavior of option holders. The compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.

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)

   

The fair value of performance-based stock option grants is determined on their grant date through use of the Binomial Lattice option pricing model. The total value of the award is recognized over the requisite service period only if management has determined that achievement of the performance condition is probable. The requisite service period is based on management’s estimate of when the performance condition will be met. Changes in the requisite service period or the estimated probability of achievement can materially affect the amount of stock-based compensation recognized in the financial statements.

   

The fair value of market-based stock option grants is determined on their grant date through use of an option pricing model which uses a combination of Monte Carlo simulation and a Trinomial Lattice function. The requisite service period for market-based awards is derived from the model. Achievement of the market condition earlier than estimated can materially affect the amount of stock- based compensation recognized in the financial statements.

   

Income taxes - The Company follows the liability method of accounting for income taxes. This method recognizes certain temporary differences between the financial reporting basis of liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset as measured by the statutory tax rates in effect. The effect of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

   

For acquired properties that do not constitute a business, a deferred income tax liability is recorded on GAAP basis over income tax basis using statutory federal and state rates. The resulting estimated future income tax liability associated with the temporary difference between the acquisition consideration and the tax basis is computed in accordance with Accounting Standards Codification (“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 in 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.

   

Recent accounting standards - From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. The Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the financial statements.

F-9



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

2.

PREPAID EXPENSES

   

Prepaid expenses at March 31, 2011 and December 31, 2010 consisted of the following:


      March 31,     December 31,  
      2011     2010  
               
  Claims maintenance $  26,473   $  46,327  
  Insurance policies   95,337     145,292  
  Retainers and services   33,500     52,645  
  Other   6,975     13,831  
               
    $  162,285   $  258,095  

3.

PROPERTY AND EQUIPMENT

   

Property and equipment consisted of the following:


      March 31, 2011     December 31, 2010  
            Accumulated     Net book           Accumulated     Net Book  
      Cost     Depreciation     value     Cost     Depreciation     Value  
                                       
  Furniture and fixtures $ 20,854   $ (5,122 ) $ 15,732   $ 20,854   $ (4,376 ) $ 16,478  
  Computers and equipment   43,155     (30,417 )   12,738     41,165     (29,154 )   12,011  
  Land   30,000     -     30,000     30,000     -     30,000  
  Site improvements   2,913,042     (501,911 )   2,411,131     2,934,409     (365,718 )   2,568,691  
  Site equipment   1,151,578     (226,578 )   925,000     1,151,578     (175,401 )   976,177  
  Vehicles   23,595     (12,977 )   10,618     23,595     (11,798 )   11,797  
  Building   500,000     (45,834 )   454,166     500,000     (33,334 )   466,666  
                                       
    $ 4,682,224   $ (822,839 ) $ 3,859,385   $ 4,701,601   $ (619,781 ) $ 4,081,820  

Depreciation expense was $203,056 and $14,179 for the three month periods ended March 31, 2011 and 2010, respectively.

F-10



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

4.

COLUMBUS PROJECT

   

As of December 31, 2007, the Company had earned a 15% interest in the Columbus Project 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 CMI, 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 Company’s common stock at a price of $2.39 per share for a period of 5 years. This acquisition supersedes the option agreement.

   

The Company believes that 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 CMI was the surviving merger entity.

F-11



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

4.

COLUMBUS PROJECT (continued)

     

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.

     

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 management’s best estimates taking into account all available information at the time.

     

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.

F-12



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

4.

COLUMBUS PROJECT (continued)

   

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  
       
Total $ 32,220,545  

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  

F-13



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

5.

RED MOUNTAIN PROJECT

   

The Red Mountain Project, located in San Bernardino, California, is subject to an underlying option assignment agreement, as amended August 8, 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, as amended August 8, 2007, the Company granted a 5% net smelter return royalty to NMC.

   
6.

RESTRICTED INVESTMENTS HELD FOR RECLAMATION BOND

   

During the first quarter of 2011, the Bureau of Land Management (“BLM”) recognized receipt of $875,000 face value treasury security as replacement for $775,000 of cash collateral on one of the Company’s reclamation bonds. At that time, the short term investments were reclassified to restricted investments held for reclamation bonds.

   

The restricted investments are classified as available for sale and consist of U.S. Treasury Notes which are publicly traded and valued. All investments are measured at fair value on a recurring basis based on quoted market prices. Therefore, all investments are considered to be within Level 1 of the fair value hierarchy. Changes in the market value during the first quarter of 2011 were immaterial. As of March 31, 2011 and December 31, 2010, the Company’s investments were as follows:


            Unrealized     Unrealized        
            Gains in     Losses in        
            Accumulated     Accumulated        
            Other     Other        
            Comprehensive     Comprehensive     Recorded  
      Cost Basis     Income     Loss     Basis  
                           
  Available for sale                        
       U.S. Treasury Notes $  879,553   $  -   $  (945 ) $  878,608  
                           
    $  879,553   $  -   $  (945 ) $  878,608  

All available for sale investments mature in July 2015.

F-14



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

7.

ISSUANCES OF COMMON STOCK

   

During the three month period ended March 31, 2011, the Company did not issue any common stock.

   
8.

PRIVATE PLACEMENT WARRANTS

   

A summary of investor warrant activity for the three month period ended March 31, 2011 is as follows:


                  Weighted  
                  Average  
                  Remaining  
                  Contractual  
      Number of     Exercise     Life  
      Shares     Price     (Years)  
                     
                     
  Outstanding and exercisable, December 31, 2010   28,121,857   $ 0.75 - 2.39     2.43  
                     
  Granted   -     -     -  
  Forfeited/expired   -     -     -  
                     
  Outstanding and exercisable, March 31, 2011   28,121,857   $ 0.75 - 2.39     2.19  

The table above does not include warrants issued to employees, non-employee directors and consultants as they are included under “Stock-Based Compensation” in Note 9.

F-15



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

9.

STOCK-BASED COMPENSATION

   

Stock-based compensation includes grants of stock options and purchase warrants to eligible directors, employees and consultants as determined by the Board of Directors.

   

Stock option plans - 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. As of March 31, 2011, the Company had granted 5,791,916 options under the Plan with a weighted average exercise price of $0.29 per share. As of March 31, 2011, 5,012,197 of the options granted were outstanding.

   

Stock warrants – From time to time the Company grants stock warrants to consultants for services performed. These grants are on an individual transaction basis and issued upon approval of the Board of Directors.

   

Valuation of awards - At March 31, 2011, the Company had options outstanding that vest on three different types of vesting schedules:


  1.

Service-based;

     
  2.

Performance-based; and

     
  3.

Market-based.

For service-based and performance-based stock option grants the Company utilizes the Binomial Lattice pricing model to estimate the fair values of options and warrants granted in exchange for services. The Company used the following assumptions to estimate the fair value of the options granted:

    2011  
       
Dividend yield   -  
Expected volatility   69.4%  
Risk-free interest rate   2.04%  
Expected life (years)   2.75  

For market-based stock option grants the Company utilizes a combination of a Monte Carlo simulation and a Trinomial Lattice function to estimate the fair values of options in exchange for services. No market-based stock options were granted during the three month period ended March 31, 2011.

The expected life represents the weighted-average period the awards are expected to remain outstanding and is a derived output of the option pricing models. The expected life is impacted by all of the underlying assumptions and calibration of the Company’s models. The models estimate the probability of exercise as a function of these variables based on the history of exercises and cancellations on past grants made by the Company. The requisite service period for market-based stock option awards is a derived output of the hybrid Monte Carlo-Trinomial Lattice model.

F-16



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

9.

STOCK-BASED COMPENSATION (continued)

For grants awarded during 2011 the expected volatility is based on the average historical volatility levels of a representative peer group. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues over the equivalent contractual lives of the options.

Stock-based compensation activity - During the three month period ended March 31, 2011, the Company granted stock-based awards as follows:

On March 21, 2011, the Company granted nonqualified stock options under the Plan for the purchase of 100,000 shares of common stock at $0.23 per share. The options were granted to a consultant of the Company, are fully vested and expire on March 20, 2016. The exercise price of the stock options was less than the closing price of the Company’s common stock which was $0.26 on the grant date.

Total expense for the three month periods ended March 31, 2011 and 2010 related to the granting and vesting of all share based payments was $253,639 and $294,427, respectively. Such expenses are included in general and administrative expense and mineral exploration and evaluation expense.

The following table summarizes the Company’s stock-based compensation activity for the three month period ended March 31, 2011:

                  Weighted  
                  Average  
            Weighted     Remaining  
      Number of     Average     Contractual Life  
      Shares     Exercise Price     (Years)  
                     
  Balance, December 31, 2010   9,412,197   $  0.50     2.79  
  Options/warrants granted   100,000     0.23     4.98  
  Options/warrants exercised   -     -     -  
  Options/warrants expired   -     -     -  
  Options/warrants cancelled   (200,000 )   0.53     -  
                     
  Balance, March 31, 2011   9,312,197   $  0.50     2.53  

F-17



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

9.

STOCK-BASED COMPENSATION (continued)

   

The following table summarizes the changes of the Company’s stock-based compensation awards subject to vesting for the three months period ended March 31, 2011:


            Weighted Average  
      Number of     Grant Date  
      Shares     Fair Value  
               
  Unvested, December 31, 2010   3,411,666   $  0.40  
  Granted   -     -  
  Vested   (255,000 )   0.25  
  Forfeited   -     -  
               
  Unvested, March 31, 2011   3,156,666   $  0.41  

As of March 31, 2011, there was $711,979 of total unrecognized compensation cost related to unvested stock options and warrants. This cost is expected to be fully recognized as follows:

     2011 $ 666,718  
     2012   45,261  
       
Total $ 711,979  

10.

WARRANTS AND OPTIONS

   

The following table summarizes all of the Company’s stock option and warrant activity for the three month period ended March 31, 2011, including private placement warrants and stock options and warrants granted for compensation:


                  Weighted  
                  Average  
                  Remaining  
            Weighted     Contractual  
      Number of     Average     Life  
      Shares     Exercise Price     (Years)  
                     
  Balance, December 31, 2010   37,534,054   $  0.92     2.52  
  Options/warrants granted   100,000     0.23     4.98  
  Options/warrants exercised   -     -     -  
  Options/warrants expired/cancelled   (200,000 )   0.53     -  
                     
  Balance, March 31, 2011   37,434,054   $  0.92     2.27  

F-18



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

11.

INCOME TAXES

   

The Company is a Nevada corporation and is subject to federal income taxes. Nevada does not impose a corporate income tax.

   

Significant components of the Company’s net deferred income tax assets and liabilities at March 31, 2011 and December 31, 2010 were as follows:


      March 31,     December 31,  
      2011     2010  
  Deferred income tax assets:            
               
     Net operating loss carryforward $  5,954,481   $  5,541,704  
     Option compensation   1,028,793     940,019  
     Property, plant & equipment   169,191     122,898  
     Unrealized losses on investments   331     331  
     Reclamation and remediation costs   96,368     96,368  
               
  Gross deferred income tax assets   7,249,164     6,701,320  
     Less: valuation allowance   (1,125,161 )   (1,036,387 )
               
         Net deferred income tax assets   6,124,003     5,664,933  
               
  Deferred income tax liabilities:            
               
     Acquisition related liabilities   11,067,191     11,067,191  
               
         Net deferred income tax liabilities $  4,943,188   $  5,402,258  

A valuation allowance was established for deferred tax assets related to option compensation and accrued reclamation and remediation costs due to the uncertainty of realizing these deferred tax assets based on conditions existing at March 31, 2011 and December 31, 2010.

The acquisition related liabilities are a result of the estimated future federal income tax liability associated with the temporary difference between the acquisition consideration and the tax basis. The deferred tax liabilities were 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.

F-19



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

11.

INCOME TAXES (continued)

   

A reconciliation of the tax benefit for the three month periods ended March 31, 2011 and 2010 at US federal tax rates to the actual tax provision recorded in the financial statements consisted of the following components:


      March 31,     March 31,  
      2011     2010  
               
  Income tax benefit based on statutory tax rate $  548,950   $  433,609  
               
  Reconciling items:            
     Non-deductible items   (1,106 )   (172 )
     Change in valuation allowance   (88,774 )   (103,032 )
               
  Income tax benefit $  459,070   $  330,405  

The Company had cumulative net operating losses of approximately $17,012,802 and $15,833,440 as of March 31, 2011 and December 31, 2010, 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 expire between 2027 and 2031.

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 a decrease in the 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 2006. While the Company believes that 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.

F-20



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

12.

PROPERTY RENTAL AGREEMENTS AND LEASES

   

The Company, through its subsidiary CMI, 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, provides 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 annual rental payment consists of $3,651 in payments to each of the eight owners of DDB Syndicate and reimbursement of expenses of $792 to a company controlled by Douglas D.G. Birnie.

   
13.

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.

   

Rental expense resulting from this operating lease agreement was $17,925 and $13,875 for the three month periods ended March 31, 2011 and 2010, respectively.

   

Columbus Project – 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, one of the principal stockholders of the Company. The Columbus Project is further discussed in Note 4.

   

Red Mountain Project – Pursuant to the option assignment agreement, as amended August 8, 2007, the Company granted a 5% net smelter return royalty to NMC, one of the principal stockholders of the Company. The Red Mountain Project is further discussed in Note 5.

F-21



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

14.

ENVIRONMENTAL AND RECLAMATION ACTIVITIES

   

The liabilities accrued for the reclamation and remediation costs at March 31, 2011 and December 31, 2010, were as follows:


      March 31,     December 31,  
      2011     2010  
               
  Exploration properties:            
         Columbus $  275,338   $  275,338  
               
  Reclamation and remediation costs, long-term $  275,338   $  275,338  

The Company maintains reclamation bonds with the BLM which amounted to $1,011,976 and $908,368 as of March 31, 2011 and December 31, 2010, respectively. At March 31, 2011, the bonds consisted of $133,368 in cash bonding held with the BLM and $878,608 of investments in U.S. Treasury Notes held by the Company. At March 31, 2011, the investments exceeded bonding requirements by $103,608. The Company anticipates using the remaining value of the treasury security for future collateral requirements.

   
15.

CONCENTRATION OF CREDIT RISK

   

The Company maintains its cash accounts in financial institutions. Cash accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) for up to $250,000 per financial institution. Additionally, all non-interest bearing transactional accounts are fully insured by the FDIC through December 31, 2012. 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 Company’s cash accounts will not be impacted by adverse conditions in the financial markets. At March 31, 2011, the Company had deposits in excess of FDIC insured limits in the amount of $525,821.

   
16.

RELATED PARTY TRANSACTIONS

   

Pursuant to option assignment agreements related to both the Columbus and Red Mountain projects, the Company granted a 5% net smelter return royalty to NMC. NMC is the Company’s largest shareholder, owning approximately 33% of the Company’s outstanding common stock. The Columbus Project is further discussed in Note 4. The Red Mountain Project is further discussed in Note 5.

   

During the three month period ended March 31, 2011, 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. 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 three month period ended March 31, 2011, the Company incurred total fees and reimbursements of expenses to NMC of $105,000 and $32,708, respectively, for a total of $137,708. At March 31, 2011, the Company had an outstanding balance due to NMC of $48,839.

   

Due to related parties includes amounts due to former officers of the Company. At March 31, 2011, the remaining amount of due to related parties was $23,290.

   

For the three month period ended March 31, 2011, the Company incurred fees of $2,000 for services performed by one of its independent directors, Mark Brennan.

F-22



IRELAND INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

17.

CONCENTRATION OF ACTIVITY

   

For the three month period ended March 31, 2011, services purchased from NMC amounted to $137,708, which exceeded 10% of total purchases. NMC is a related party as further discussed in Note 16. In addition, services purchased from Western Analytical Consultants LLC amounted to $144,091 which exceeded 10% of total purchases.

   
18.

SUBSEQUENT EVENT

   

As of May 20, 2011, the Company had received gross proceeds of $1,366,505 under a private placement offering. A total of 2,484,554 units were issued at a price of $0.55. Each unit sold consisted of one share of the Company’s common stock and one-half of one share purchase warrant. Each whole share purchase warrant entitles the holder to purchase one additional share of the Company’s common stock at a price of $0.80 per share for a period expiring June 30, 2014.

 

After November 30, 2011, the Company may accelerate the expiration date for the Warrants if the VWAP for its common stock on the principal trading market exceeds $2.80 per share for 20 consecutive trading days, and the average trading volume on that market during that 20 day period is not less than 0.2% of our free float. The Company also agreed that, if during the remainder of 2011, it approves another offering of our securities (a “Subsequent 2011 Offering”), the subscribers of the May 2011 Private Placement shall have the right to (a) surrender their unexercised Warrants in exchange for any warrants that the subscriber would have been entitled to receive had they subscribed under the Subsequent 2011 Offering instead of the May 2011 Private Placement (at the same aggregate subscription amount); and (b) receive any additional shares of our common stock that the subscriber would have been entitled to had they subscribed under the Subsequent 2011 Offering instead of the May 2011 Private Placement. The May 2011 Private Placement was completed pursuant to the provisions of Rule 506 of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”). Each of the subscribers to the May 2011 Private Placement represented and warranted to the Company that they were accredited investors as that term is defined in Regulation D.

 

As of May 20, 2011, the private placement offering remains open and the Board of Directors has authorized total units of up to 5,500,000 units for approximate total funding of $3,025,000.

F-23


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 were incorporated on February 20, 2001 under the laws of the State of Nevada. 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 19,738 acres of placer mineral claims, including a 378 acre Permitted Mine Area (58-acre mill site and mill facility and 320-acre mine site). Our current permits 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 Area. We also have a mineral lease covering, and the option to acquire, an additional 23,440 acres of placer mineral claims adjoining the current project area (the “DDB Claims”).

Current geologic modeling for the Columbus Project has outlined seven mineralized zones containing a total of 343.9 million tons of material in place with an average grade of 0.040 ounces per ton (“opt”) gold equivalent (“AuE”) (AuE opt = Au opt + 0.013 Ag opt) (based on $900/oz Au and $12/oz Ag). Current geologic modeling is based upon a full analysis of the technical data generated from our 2008 and 2009 drill programs and presents a refinement of the parameters previously used to delineate mineralized zones at the Columbus Project.

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.”

The discussion provided in this Quarterly Report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the United States Securities and Exchange Commission (the “SEC”) on March 30, 2011.

RECENT CORPORATE DEVELOPMENTS

The following significant developments occurred since our fiscal year ended December 31, 2010:

1.

On March 31, 2011, our sole independent director determined that the Company had made adequate and sufficient progress on its technical and feasibility programs for the Columbus Project such that the following options granted to our executive officers on July 22, 2010 should be deemed to have vested on that date:

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Optionee Number of Options Exercise Price Per Share Vesting Date Expiration Date
Douglas D.G. Birnie 150,000 $0.53 March 31, 2011 March 30, 2016
Robert D. McDougal 50,000 $0.53 March 31, 2011 March 30, 2016

2.

On April 8, 2011, our Board of Directors fixed the compensation for its independent directors for the year ending December 31, 2011. Retroactive to January 1, 2011, each of our independent directors is entitled to receive cash compensation in the amount of $3,000 for each month during which he or she acts in that capacity.

   
3.

Also on April 8, 2011, Mark H. Brennan, our sole independent director, was granted non-qualified stock options pursuant to our 2007 Stock Incentive Plan to purchase an aggregate of 200,000 shares of our common stock, vesting on the dates and in the amounts, exercisable at the price, and expiring on the dates, each as set out below:


  Number of Options to Vest Exercise Price Per Share Vesting Date Expiration Date
  50,000 $0.36 Immediately March 30, 2016
  50,000 $0.36 June 30, 2011 June 29, 2016
  50,000 $0.36 September 30, 2011 September 29, 2016
  50,000 $0.36 December 31, 2011 December 30, 2016

Under the terms of the option agreement between the Company and Mr. Brennan with respect to the above grants, each of the options granted to Mr. Brennan will automatically vest and become exercisable upon the occurrence of a change in control of the Company.

   
4.

On May 17, 2011, our Board of Directors unanimously resolved to amend the terms of the outstanding option grants (the “Outstanding Options”) under our 2007 Stock Incentive Plan (the “2007 Plan”) to provide that the optionees shall be permitted to exercise their respective Outstanding Options for a period of 6 months after the date that the particular optionee ceases to act as an officer, director, employee or eligible consultant of the Company, as the case may be. The previous terms of the Outstanding Options provided that they were to expire and cease to be exercisable 30 days after the particular optionee ceased to act for the Company. If the optionee ceases to act for the company due to a termination for cause or death or disability, the existing terms of the Outstanding Options will control. Included in the Outstanding Options are outstanding options granted to our executive officers and directors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010, and as updated above. Expressly excluded from these amendments were options granted to two consultants of the Company whose options provide that they are to expire on the particular expiration date specified therein, regardless of whether those particular consultants cease to act for the Company prior to such expiration date.

   
5.

On May 20, 2011, our Board of Directors approved a private placement offering (the “May 2011 Private Placement”) of up to 5,500,000 Units at a price of $0.55 per Unit. Each Unit consists of one share of our common stock and one-half of one share purchase warrant. Each whole share purchase warrant (a “Warrant”) entitles the holder to purchase one additional share of our common stock at a price of $0.80 per share for a period expiring June 30, 2014. After November 30, 2011, we may accelerate the expiration date for the Warrants if the VWAP for our common stock on our principal trading market exceeds $2.80 per share for 20 consecutive trading days, and the average trading volume on that market during that 20 day period is not less than 0.2% of our free float. We also agreed that, if during the remainder of 2011, we approve another offering of our securities (a “Subsequent 2011 Offering”), the subscribers of the May 2011 Private Placement shall have the right to (a) surrender their unexercised Warrants in exchange for any warrants that the subscriber would have been entitled to receive had they subscribed under the Subsequent 2011 Offering instead of the May 2011 Private Placement (at the same aggregate subscription amount); and (b) receive any additional shares of our common stock that the subscriber would have been entitled to had they subscribed under the Subsequent 2011 Offering instead of the May 2011 Private Placement. The May 2011 Private Placement is being conducted pursuant to the provisions of Rule 506 of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”). On May 20, 2011, we closed the first tranche of the May 2011 Private Placement, selling a total of 2,484,554 Units for gross proceeds of $1,366,505. Each of the subscribers represented and warranted to the Company that they were accredited investors as that term is defined in Regulation D. There is no assurance that we will be able to sell the remaining Units offered under our 2011 Private Placement.

4


PLAN OF OPERATIONS

During the next nine months, we intend to proceed with our exploration and development program for the Columbus Project, while the Red Mountain Project remains not in active development.

The Columbus Project

The technical program for the Columbus Project has two primary objectives: (a) to identify the mineral resources/reserves, and (b) to determine the feasibility of mining and extracting precious metals from the project.

(a)

Mineral Resources/Reserves: Exploration and development work to date has identified three different host materials (sand, clay, brine) each of which could potentially contain commercial quantities of gold and silver mineralization within the project area. The sand zones outcrop on the western side of the Columbus basin and dip gently eastward. The clay zones also outcrop and overlay the sand zones. The brine zone occurs as an aquifer at some 400 feet depth underlying the sand/clay zones. The Company’s exploration efforts have focused on drilling both the sand and clay zones within the approximately 5,000 acre Columbus Project Area of Interest outlined by previous geochemical exploration work.

   

The 2008 and 2009 drilling program identified some 343 million tons of mineralized sand and/or clay material, including over 110 million inferred tons of sand material within Zone S North and Zone S South, grading 0.040 opt gold equivalent from the surface to 100 feet depth. (AuE opt = Au opt + 0.013 Ag opt)(based on $900/oz Au and $12/oz Ag). The boundaries of these mineralized zones were identified at a wide drill hole spacing (about ¼ mile X ½ mile). The 2010 drill program was designed to both infill drill and to extend these previously drilled mineralized zones. All drill programs have been conducted by independent and qualified third parties under strict Chain-of-Custody, Quality Assurance and Quality Control standards. Samples will continue to be assayed using caustic fusion and metal extraction methods.

   

The first phase of the 2010 drill program consisted of 147 holes drilled to a depth of 40 feet (permitted production mining depth) within the permitted 320-acre mine site area. The goal of this drilling was to further define the mineralogy and grades within these mineralized clays. The second phase of the 2010 drill program consisted of 28 holes to a depth of 200 feet within the clay and sand zones located in the northwest sector of the property. These holes were designed to both infill and extend the mineral resources in this area. The 2010 drill program was completed in October 2010, ahead of schedule and under budget. Results will be reported as received.

   
(b)

Feasibility Study: The Company currently has a production permit for the Columbus Project. The production permit allows for the extraction of precious metals and the production of calcium carbonate on the 378 acre site (320 acre mine site and 58-acre mill site) at a mine rate of up to 792,000 tons per year. During the period 2008-2010 the Company developed a dredge mine, constructed a Pilot Plant and began operations to develop and prove the extractive metallurgy for the Columbus Project. Initial metallurgical testing was primarily focused on extracting gold and silver from the clay material. As previously reported, problems with organic material interfered with the extraction of precious metals from the clays, and this has led Ireland to focus on extraction of precious metals from the sands.

   

The company recently completed two bulk scale tests on sand material from the Columbus Basin. Bulk sand samples were taken from Zone S North and delivered to AuRIC Metallurgical Laboratories, in Salt Lake City, Utah, for gravity concentration and leach testing. The head grade of the samples were determined by caustic fusion assay. The sand material was then processed through a gravity concentration system and produced a concentrate. The grade of the concentrates was determined by caustic fusion assay and confirmed by fire assay. The concentrate was then leached by both cyanide and thiosulphate. The average net recovery of precious metals from head ore to leach in the two tests approximated 86%.

5


The 86% net recovery rate was significant, not only because it exceeded our 75% goal, but also that the extraction rates were consistent when processing both a high grade (0.082 opt Au) and average grade (0.049 opt Au) head ore sample. We have found the average head grade within Zone S North and Zone S South to be 0.040 opt AuE.

As earlier reported, a 100-foot composite drill-hole sample (5 lbs) of these sands was previously thiosulphate leached. The head grade of that composite material was 0.038 opt Au and 0.202 opt Ag. After a six-hour thiosulphate leach, it was determined that 90.7% of the gold and 95.4% of the silver were recovered into solution.

We are conducting additional bulk scale and onsite pilot tests to confirm and optimize the extraction of both gold and silver from the sand material and will report results in a timely manner as the test data is received.

If the operation of the pilot plant proves, to our satisfaction, that the Columbus Project is economically viable, we may seek to expand the production permitted area, reconfigure the production process and/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 $2,445,000 on our exploration and development program and $250,000 on our capital expenditures for the Columbus Project from April 1, 2011 until March 31, 2012.

The Red Mountain Project

Sampling and Drilling Program: Our exploration and development program for the Red Mountain Project currently consists of a Drilling and Sampling program. Currently the Red Mountain Project is not in active development. We have set a budget of $90,000 for property payments and maintenance costs for the Red Mountain Project for the year ending March 31, 2012. We have reallocated funds originally budgeted towards the Red Mountain Project in order to provide us with maximum flexibility in achieving our technical milestones at our lead project.

Cash Requirements

We have budgeted for the following cash expenditures for the period from April 1, 2011 until March 31, 2012:

Columbus Project    
Property Payments $  100,000  
Drilling Program and Mineralization Estimates   705,000  
Pilot Plant / Project Feasibility   1,640,000  
  Total for Columbus Project $  2,445,000  
Red Mountain Project      
Property Acquisition and Maintenance Costs $  90,000  
Sampling Exploration Program   -  
  Total for Red Mountain Project $  90,000  
General and Administration      
  Total for General and Administration $  1,775,000  
Total Expected Expenses $  4,310,000  
Total Expected Capital Expenditures $  250,000  
Total Expected Cash Expenditures $  4,560,000  

6


As of March 31, 2011, we had cash in the amount of $1,398,247 and a working capital surplus of $1,345,782. On May 20, 2011, we closed on the first tranche of our May 2011 Private Placement, receiving gross proceeds of $1,366,505. We do not currently have sufficient financial resources to pay for our anticipated cash expenditures for the period from April 1, 2011 until March 31, 2012. We anticipate that our existing financial resources are sufficient only to pay for the anticipated costs of our exploration and development programs until September 30, 2011. Even if we are able to complete the sale of the remaining Units offered under our May 2011 Private Placement, of which there is no assurance, we anticipate that we will require additional financing to complete our planned exploration and development plans. If we are unable to obtain sufficient financing to complete our planned exploration and development plans, we will scale back our plans depending upon our existing financial resources. Other than the May 2011 Private Placement, we do not currently have any financing arrangements in place.

RESULTS OF OPERATIONS

Three Months Summary

    Three Months Ended     Percentage  
    March 31, 2011     March 31, 2010     Increase / (Decrease)  
Revenue $  -   $  -     n/a  
Operating Expenses   (1,578,304 )   (1,244,983 )   26.8%  
Other Income   9,876     6,101     61.9%  
Income Tax Benefit   459,070     330,405     38.9%  
Net Loss $  (1,109,358 ) $  (908,477 )   22.1%  

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 months ended March 31, 2011 and 2010 consisted of the following:

    Three Months Ended     Percentage  
    March 31, 2011     March 31, 2010     Increase / (Decrease)  
Mineral exploration and evaluation expenses $ 602,657 $ 311,889 93.2%
Mineral exploration and evaluation expenses – related party 137,708 124,149 10.9%
General and administrative   617,883     758,700     (18.6)%
General and administrative – related party 2,000 21,066 (90.5)%
Depreciation   203,056     14,179     1332.1%  
Mineral and property holding costs   15,000     15,000     -%  
Total Operating Expenses $  1,578,304   $  1,244,983     26.8%  

Our operating expenses for the quarter ended March 31, 2011 increased as compared with our quarter ended March 31, 2010. The increase in operating expenses was due to increases in mineral exploration and evaluation expenses.

7


The item “Mineral exploration and evaluation expenses – related party” represents amounts paid or reimbursed to Nanominerals for exploration work conducted on the Columbus and Red Mountain Projects.

During our quarter ended March 31, 2011, 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 $32,708 in respect to reimbursable expenses paid for by Nanominerals. At March 31, 2011, we were indebted to Nanominerals in the amount of $48,839 for unpaid fees and reimbursable expenses.

We anticipate that our operating expenses will increase significantly as we pursue our exploration and development programs for the Columbus Project and the Red Mountain Project.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

                Percentage  
    At March 31, 2011     At December 31, 2010     Increase / (Decrease)  
Current Assets $  1,580,532   $  2,768,882     (42.9)%
Current Liabilities   (234,750 )   (227,138 )   3.4%  
Working Capital Surplus $  1,345,782   $  2,541,774     (47.1)%

Cash Flows

    Three Months Ended     Three Months Ended  
    March 31, 2011     March 31, 2010  
Cash Flows used in Operating Activities $  (223,311 ) $  (1,109,102 )
Cash Flows provided (used) in Investing Activities   19,379     (408,076 )
Cash Flows from Financing Activities   0     4,792,007  
Net Change in Cash During Period $  (203,932 ) $  3,274,829  

At March 31, 2011, we had a working capital surplus of $1,345,782 as compared with a working capital surplus of $2,541,774 at December 31, 2010. The decrease in our working capital surplus is primarily attributable to decreases in cash from operating expenses, and purchases of property and equipment.

Financing Requirements

On May 20, 2011, we completed the first tranche of our May 2011 Private Placement, receiving gross proceeds of $1,366,505. A summary of the May 2011 Private Placement is provided under “Recent Corporate Developments.”

We do not currently have sufficient financial resources to pay for our anticipated cash expenditures for the period from April 1, 2011 until March 31, 2012. We anticipate that our existing financial resources are sufficient only to pay for the anticipated costs of our exploration and development programs until September 30, 2011. Even if we are able to complete the sale of the remaining Units offered under our May 2011 Private Placement, of which there is no assurance, we anticipate that we will require additional financing to complete our planned exploration and development plans. If we are unable to obtain sufficient financing to complete our planned exploration and development plans, we will scale back our plans depending upon our existing financial resources. Other than the May 2011 Private Placement, we do not currently have any financing arrangements in place.

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.

8


For these reasons, our financial statements filed herewith include a statement that these factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern will be dependent on our raising additional capital and the success of our business plan.

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 period ended March 31, 2011 included in this Quarterly Report on Form 10-Q.

Mineral properties

Costs of acquiring mineral properties are capitalized upon acquisition. Exploration costs and costs to maintain mineral properties are expensed as incurred while the project is in the exploration stage. Development costs and costs to maintain mineral properties are capitalized as incurred while the property is in the development stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over the proven and probable reserves. Mineral properties are assessed for impairment when circumstances indicate that the carrying amount may not be recoverable. Impairment losses are charged to operations at the time of impairment. When a property is sold or abandoned, a gain or loss is recognized and included in the consolidated statement of operations.

Mineral exploration and development costs

Exploration expenditures incurred prior to entering the development stage are expensed and included in “Mineral exploration and evaluation expenses”.

Property and equipment

Property and equipment are 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).

Impairment of long-lived assets

We review and evaluate long-lived assets for impairment when events or changes in circumstances indicate the related carrying amounts may not be recoverable. If the sum of the estimated future net cash flows on an undiscounted basis is less than the carrying amount of the related asset, impairment is considered to exist. Future cash flows are estimated based on quantities of recoverable minerals, expected commodity prices, production levels, operating costs, capital requirements and reclamation costs. We also consider our continued right to explore the property, exploration reports, drill results, technical reports and continued plans to fund exploration programs on the property. Any impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset. To date, no such impairments have been identified.

9


Our estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different from the estimates, as actual future quantities of recoverable minerals, commodity prices, and production levels and costs are each subject to significant risks and uncertainties.

Reclamation and remediation costs (asset retirement obligation)

We record a liability for the present value of the estimated costs associated with environmental remediation obligations 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 their expected useful lives. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability will be reduced.

Future reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early stage nature of the exploration project, the uncertainties associated with defining the nature and extent of environmental disturbance, 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 indicating that the liabilities have potentially changed becomes available. Changes in estimates are reflected in the consolidated statement of operations in the period an estimate is revised.

Accruals for reclamation and environmental matters totaled $275,338 at March 31, 2011 and December 31, 2010. We are in the exploration stage and are unable to determine the estimated timing of expenditures relating to these accruals at this time. It is reasonably possible that 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 14 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 March 31, 2011, 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 March 31, 2011, 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.

10


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 fiscal quarter ended March 31, 2011, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our 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 operation.

Although we have installed the leach circuit of the onsite pilot production module for the Columbus Project, there is no assurance that this project is commercially feasible.

We have begun testing and optimizing the onsite pilot production module at 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 $4,560,000 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 for the twelve months ending March 31, 2012. We do not currently have sufficient financial resources to pay for our anticipated expenditures for that period. We anticipate that our existing financial resources are sufficient only to pay for the anticipated costs of our exploration and development programs until September 30, 2011. Even if we are able to complete the sale of the remaining Units offered under our May 2011 Private Placement, of which there is no assurance, we anticipate that we will require additional financing to complete our planned exploration and development plans. In addition, actual costs of completing our exploration and development plans could be greater than anticipated and we may need additional financing sooner than anticipated. If we are unable to obtain sufficient financing to complete our planned exploration and development plans, we will scale back our plans depending upon our existing financial resources. Other than the May 2011 Private Placement, we do not currently have any financing arrangements in place.

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.

12


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 or pay fees in respect of those properties.

In order to maintain the rights to our mineral projects, we will be required to make annual filings and pay fees with federal and state regulatory authorities. On March 1, 2010, Nevada’s State Assembly and Senate passed Assembly Bill No. 6 (“AB6”). AB6 has installed an additional tiered fee that is payable in conjunction with the annual filing of an affidavit of the work performed on or improvements made to a mining claim, or an affidavit of the intent to hold a mining claim applied to holders of 11 or more claims. The fee ranges from $70 per claim for holders of 11 to 199 claims up to $195 per mining claim for holders of 1,300 or more claims as of the date of filing. AB6 was approved by the Governor of Nevada on March 12, 2010.

In addition to these fees, 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.

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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.

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, as amended (the “Exchange Act”) 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 management’s 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.

If we are, or were, a U.S. real property holding corporation, non-U.S. holders of our common stock or other security convertible into our common stock could be subject to U.S. federal income tax on the gain from the sale, exchange, or other disposition of such security.

If we are or ever have been a U.S. real property holding corporation (a “USRPHC”) under the Foreign Investment Real Property Tax Act of 1980, as amended (“FIRPTA”) and applicable United States Treasury regulations (collectively, the “FIRPTA Rules”), unless an exception described below applies, certain non-U.S. investors in our common stock (or options or warrants for our common stock) would be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of shares of our common stock (or such options or warrants), and such non-U.S. investor would be required to file a United States federal income tax return. In addition, the purchaser of such common stock, option or warrant would be required to withhold from the purchase price an amount equal to 10% of the purchase price and remit such amount to the U.S. Internal Revenue Service.

In general, under the FIRPTA Rules, a company is a USRPHC if its interests in U.S. real property comprise at least 50% of the fair market value of its assets. If we are or were a USRPHC, so long as our common stock is “regularly traded on an established securities market” (as defined under the FIRPTA Rules), a non-U.S. holder who, actually or constructively, holds or held no more than 5% of our common stock is not subject to U.S. federal income tax on the gain from the sale, exchange, or other disposition of our common stock under FIRPTA. In addition, other interests in equity of a USRPHC may qualify for this exception if, on the date such interest was acquired, such interests had a fair market value no greater than the fair market value on that date of 5% of our common stock. Any of our common stockholders (or owners of options or warrants for our common stock) that are non-U.S. persons and own or anticipate owning more than 5% of our common stock (or, in the case of options or warrants, of a value greater than the fair market value of 5% of our common stock) should consult their tax advisors to determine the consequences of investing in our common stock (or options or warrants). We have not conducted a formal analysis of whether we are or have ever been a USRPHC. We do not believe that we are or have ever been a USRPHC. However, if we later determine that we were a USRPHC, then we believe that we would have ceased to be a USRPHC as of June 1, 2005 and that non-U.S. holders would not be subject to FIRPTA with respect to a sale, exchange, or other disposition of shares of our common stock (or options or warrants) after June 1, 2010.

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.

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ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On May 20, 2011, we completed the first tranche of our May 2011 Private Placement for gross proceeds of $1,366,505. A summary of the May 2011 Private Placement is provided in Part 1, Item 2 of this Quarterly Report under “Recent Corporate Developments.”

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5.      OTHER INFORMATION.

None.

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)

16



Exhibit    
Number   Description of Exhibit
10.11 Mining Lease Agreement dated November 30, 2007 between DDB Syndicate and Columbus S.M., LLC.(12)
10.12   Non-Qualified Stock Option Agreement for Douglas D.G. Birnie.(14)
10.13   Non-Qualified Stock Option Agreement for Robert D. McDougal.(14)
10.14   Non-Qualified Stock Option Agreement for Michael A. Steele. (14)
10.15   Non-Qualified Stock Option Agreement for Mark H. Brennan.(14)
10.16   Non-Qualified Stock Option Agreement for David Z. Strickler, Jr.(15)
10.17   Non-Qualified Stock Option Agreement dated April 8, 2011 for Mark H. Brennan.(16)
14.1   Code of Ethics.(10)
21.1   List of Subsidiaries.(15)
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(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, 2009 filed on April 15, 2010.

(14)

Filed as an exhibit to our Current Report on Form 8-K filed on July 28, 2010.

(15)

Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 30, 2011.

(16)

Filed as an exhibit to our Current Report on Form 8-K filed on April 13, 2011.

17


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: May 20, 2011   By: /s/ Douglas D.G. Birnie
        DOUGLAS D.G. BIRNIE
        Chief Executive Officer, President and Secretary
        (Principal Executive Officer)
         
         
         
         
Date: May 20, 2011   By: /s/ Robert D. McDougal
        ROBERT D. MCDOUGAL
        Chief Financial Officer and Treasurer
        (Principal Financial Officer)