UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: May 31, 2012

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number:   000-53267

 

IRONWOOD GOLD CORP.

(Name of registrant as specified in its charter)

 

Nevada		74-3207792
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)
123 West Nye Ln., Ste. 129
Carson City, Nevada		89706
(Address of Principal Executive Offices)		(Zip Code)

 

	(888) 356-4942
(Registrant’s telephone number, including area code)

 

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.

YES  x

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  x

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	x	Smaller reporting company
					(Do not check if smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  ¨

NO  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class		Outstanding at September 5, 2012
Common stock, $0.001 par value		6,699,977

 

 

IRONWOOD GOLD CORP.

FORM 10-Q

 

INDEX

 

		PAGE
PART I—FINANCIAL INFORMATION
Item 1.  Financial Statements		1
Balance Sheets as of May 31, 2012 (Unaudited) and August 31, 2011 (Audited)		1
Statements of Operations for the three and nine month periods ended May 31, 2012 and May 31, 2011 and for the period from January 18, 2007 (inception) to May 31, 2012 (Unaudited)		2
Statements of Cash Flows for the nine month periods ended May 31, 2012 and May 31, 2011 and for the period from January 18, 2007 (inception) to May 31, 2012 (Unaudited)		3
Notes to Financial Statements (Unaudited)		4
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.  Quantitative and Qualitative Disclosures About Market Risk		19
Item 4.  Controls and Procedures		20
PART II—OTHER INFORMATION
Item 1.  Legal Proceedings		21
Item 1A.  Risk Factors		21
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3.  Defaults Upon Senior Securities		21
Item 4.  Mine Safety Disclosures		21
Item 5.  Other Information		21
Item 6.  Exhibits		22
Signature Page		23
Certifications
Exhibit 31.1
Exhibit 31.2
Exhibit 32

 

 

FORWARD-LOOKING STATEMENTS

 

This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the negative of such terms. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual report on Form 10-K for the fiscal year ended August 31, 2011, filed on November 29, 2011.

 

As used in this Form 10-Q, “we,” “us,” and “our” refer to Ironwood Gold Corp., which is also sometimes referred to as the “Company.”

 

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS

 

The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Ironwood Gold Corp

(An Exploration Stage Company)

Balance Sheets

(Unaudited)

 

		As at				As at
		31 May 2012				31 August 2011
		(Unaudited)				(Audited)
		$				$
Assets
Current
Cash and cash equivalents			25,386				231,877
Prepaid expenses			-				25,000
Total Current Assets			25,386				256,877
Mineral properties (Note 2 and 3)			198,000				120,000
			223,386				376,877
Liabilities
Current
Accounts payable and accrued expenses (Note 5)			481,800				328,650
Convertible promissory note, net of discount of $379,528 at
31 May 2012 (Note 7)			270,472				-
Total Current Liabilities			752,272				328,650
Long Term
Convertible promissory note, net of discount of $60,365 at 31 August, 2011			-				489,635
Total Liabilities			752,272				818,285
Stockholders’ Deficiency
Common stock (Note 8)
Authorized
25,000,000 common shares, par value $0.001
Issued and outstanding
31 May 2012  – 6,699,977 common shares
31 August 2011 – 6,199,977 common shares			6,700				6,200
Capital in excess of par value			3,265,580				2,692,290
Subscriptions received			60,000				60,000
Deficit accumulated during exploration stage			(3,861,166	)			(3,199,898	)
Total Stockholders’ Deficiency			(528,886	)			(441,408	)
Total Liabilities and Stockholders’ Deficiency			223,386				376,877

 

The accompanying notes are an integral part of these financial statements.

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

 

		For the three months ended 31 May 2012				For the three months ended  31 May 2011				For the nine months ended  31 May 2012				For the nine months ended 31 May 2011				For the period from the date of inception on 18 January 2007 to 31 May 2012
										$				$
Expenses
Exploration			-				-				98,987				367,391				862,538
General and administrative			56,744				170,653				388,824				575,191				2,219,146
Impairment loss on mineral property			-				-				-				1,250,360				1,250,360
Total Operating Expenses			56,744				170,653				487,811				2,192,942				4,332,044
Other (income) expense
Forgiveness of debt			-				-				-				(587,030	)			(647,030	)
Beneficial conversion			-				-				-				-				-
Loss on debt extinguishment			5,199								5,199								5,199
Interest expense			140,717				-				168,257				-				170,953
Total other (income) expense			145,916				-				173,456				(587,030	)			(470,878	)
Net Loss			202,660				170,653				661,267				1,605,912				3,861,166
Basic and diluted loss per common share			(0.03	)			(0.04	)			(0.10	)			(0.39	)
Weighted average number of common shares  - Basic and diluted			6,699,977				4,159,960				6,382,249				4,162,286

  

The accompanying notes are an integral part of these financial statements.

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

 

		For the				For the				For the period from
		nine month				nine month				the date of inception
		period ended				period ended				on 18 January 2007
		31 May 2012				31 May 2011				to 31 May 2012
		$				$				$
Cash flows used in operating activities
Net loss for the period			(661,267	)			(1,605,912	)			(3,861,166	)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of debt discount			123,814				-				125,882
Stock issued for services							207,045				330,000
Vesting of stock options			57,612								392,488
Impairment loss on mineral property acquisition costs			-				1,250,360				1,250,360
Forgiveness of debt – other income			-				(587,030	)			(647,030	)
Loss on debt extinguishment			5,199				-				5,199
Contributions to capital by related party – expenses (Notes 7 and 9)			-				-				48,300
Changes in operating assets and liabilities
Shareholder advance (Note 6)			-				-				34,166
Prepaid expenses			25,000				-				-
Increase in accounts payable and accrued expenses			153,151				188,944				543,922
Net cash flows (used in) operating activities			(296,491	)			(546,593	)			(1,777,879	)
Cash flows used in investing activities
Acquisition of mineral property interest (Note 3)			(10,000	)			(60,892	)			(220,785	)
Net cash flows (used in) investing activities			(10,000	)			(60,892	)			(220,785	)
Cash flows from financing activities
Payment on note payable for mineral property			-				-				(5,000	)
Advances from Director			-				60,000				61,875
Payments to Director			-				(50,000	)			(61,875	)
Advances from shareholder											100,000
Payments to shareholder			-				-				(100,000	)
Demand loan			-				(100,000	)			-
Convertible promissory note			100,000				-				650,000
Common shares issued for cash (Note 7)			-				315,000				1,319,050
Subscriptions received			-				185,000				60,000
Net cash flows provided by financing activities			100,000				410,000				2,024,050
Increase (decrease) in cash and cash equivalents			(206,491	)			(197,485	)			25,386
Cash and cash equivalents, beginning of period			231,877				201,068				-
Cash and cash equivalents, end of period			25,386				3,583				25,386
Supplemental Disclosures with Respect to Cash Flows (Note 10)

 

The accompanying notes are an integral part of these financial statements.

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

1.

Nature and Continuance of Operations

 

The Company, Ironwood Gold Corp. (formerly Suraj Ventures, Inc.), was incorporated under the laws of the State of Nevada on 18 January 2007, with the authorized common stock of 25,000,000 shares at $0.001 par value. The Company was organized for the purpose of acquiring and developing mineral properties.  On 6 October 2009, the Company formed a wholly-owned subsidiary in the State of Nevada named “Ironwood Gold Corp”. On 8 October 2009, the Company merged with its wholly-owned subsidiary, Ironwood Gold Corp. and the name of the merged entity was change to Ironwood Gold Corp.

 

The Company is an exploration stage company. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principal operations have not commenced, and, accordingly, no revenue has been derived during the exploration stage.

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to exploration stage enterprises. 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. The Company’s fiscal year end is 31 August.

 

Going Concern

 

These financial statements as 31 May 2012 and for the nine months then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company had a net loss for the nine months ended 31 May 2012, of $661,267 (12 months ended 31 August 2011 – $2,258,691, cumulative – $3,861,166) and had working capital deficit of $726,866 at 31 May 2012 (31 August 2011 - $71,773).

 

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company will be able to raise additional capital to continue operating and maintaining its business strategy during the fiscal year ending 31 August 2012. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

2.

Significant Accounting Policies

 

The following is a summary of significant accounting policies used in the preparation of these financial statements.

 

Basis of presentation

 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises (“GAAP).

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

Cash and cash equivalents

 

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

 

Financial instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and amounts due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks rising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

 

Mineral property costs

 

The Company has been in the exploration and development stage since its formation on 18 January 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties.

 

Mineral property acquisition costs are initially capitalized as tangible assets when purchased. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

 

Mineral property exploration costs are expensed as incurred.

 

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

 

As of the date of these financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs (Note 3).

 

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

 

Reclamation costs

 

The Company’s policy for recording reclamation costs is to record a liability for the estimated costs to reclaim mined land by recording charges to production costs for each tonne of ore mined over the life of the mine. The amount charged is based on management’s estimation of reclamation costs to be incurred. The accrued liability is reduced as reclamation expenditures are made. Certain reclamation work is performed concurrently with mining and these expenditures are charged to operations at that time. To date the Company has not incurred any reclamation costs.

 

Long-lived assets

 

The carrying value of long-lived assets, including mineral property costs, is reviewed on a regular basis for the existence of facts or circumstance that may suggest impairment. The Company recognizes an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

Income taxes

 

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

 

Basic and diluted net loss per share

 

The Company presents both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

 

Foreign currency translation

 

The Company’s functional and reporting currency is in U.S. dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to current period presentation.

 

Use of estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

3.

Mineral Properties

 

Falcon Mine Property

 

On 2 February 2011, the Company entered into an acquisition agreement (the “Falcon Agreement”) for an interest in the prospective gold-silver project known as the Falcon Mine Property with the signing of a 2-year lease agreement which included a 50% earn-in Joint Venture agreement option. The property consists of 6 patented claims and 60-100 newly staked claims that join the patented claims on which the mine is situated.

 

The Falcon Agreement calls for cash payments of $225,000 by 1 September 2012, issuance of 75,000 shares of common stock by 28 January 2011, issuance of another 75,000 shares of common stock by 30 November 2011, and a minimum of 8 drill holes by 30 November 2012 with 4 holes completed by 30 November 2011. On February 22, 2012, Amendment No 1 to the Falcon Agreement was executed. In consideration for Falcon’s agreement to extend the due dates of the November 2011 Payment and the Share Issuance to April 6, 2012, the Company paid Falcon $10,000 and issued to Falcon 500,000 shares of common stock of the Company. As of 31 May 2012, the Company had paid $75,000 under the original agreement and $5,000 under the amended agreement, and had issued 75,000 common shares under the original agreement and 500,000 common shares under the Amended Agreement. The 500,000 share issuance was completed in accordance with the Amended Agreement on February 22, 2012. The shares were valued at $60,000 being the numbers of shares issued multiplied by the closing price on February 22, 2012 of $0.12.

 

During the quarter ended 31 May 2012, the Company incurred cost of $Nil for exploration on the Falcon Mine Property. Total expenditures to date have been $98,987.

 

Cobalt Canyon Gold Project

 

On 28 October 2009, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. (“IMC”) whereby the Company acquired an undivided 100% right, title and interest in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada (the “Property”). The acquisition agreement called for cash payments of $755,000 and the issuance of an aggregate of 853,750 shares of our common stock (Note 8) and the completion of exploration expenditures of $2,800,000 as detailed below. Previously, Gold Canyon Partners LLP (“GC”) and KML entered into an option agreement (the “Option Agreement”) dated 31 January 2009 wherein KML acquired an exclusive option to acquire the Property from GC. KML assigned all of KML’s interest in the Property to IMC in an agreement (the “Assignment Agreement”) dated 15 April 2009. The Company would obtain all right, title and interest from KML and IMC pursuant to the terms of the Acquisition Agreement, subject to certain of the terms and conditions of the Option Agreement and the Assignment Agreement, including the obligation to make all required royalty payments to GC and all required property expenditures set forth in the Option Agreement.

 

										Exploration
		Payments				Shares				Expenditures
		$								$
2009			465,000				853,750				-
2010			50,000				-				250,000
2011			80,000				-				350,000
2012			100,000				-				450,000
2013-2019			75,000				-				1,750,000
			755,000				853,750				2,800,000

 

On 30 November 2009 the Company entered into a purchase agreement with KML whereby the Company acquired certain rights in an additional 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada. As a result of the purchase agreement, the Cobalt Canyon Gold Project will encompass a total of 696 acres in the Chief or Caliente mining district of southeastern Nevada.  The Company had issued 25,000 shares of our common stock and a cash sum of $65,000 was payable in consideration for the assignment of the rights (Note 8). On August 26, 2010, KML agreed to the cancellation of 747,500 shares (Note 8), including these 25,000 shares.

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

The Company had commenced the work program planned for the Cobalt properties, based on the recommended exploration program identified in the 43-101 compliant technical report on the properties, and to date had made exploration expenditures of approximately $617,575 on the property. After analyzing the drilling results the Company performed an impairment analysis and determined that the related acquisition cost for the Cobalt Canyon Gold Project was impaired. Therefore, an impairment loss of $617,575 representing the Company’s total investment in the Cobalt Canyon Gold Project property was recorded on 28 February 2011.

 

In a related transaction the Company reached an agreement with certain creditors to forgive in total $560,000 owed them for debt related to the acquisition of the Cobalt Canyon Gold Project.

 

Haystack Property and Rock Creek Properties

 

On 1 December 2009 the Company entered into an assignment agreement (the “Assignment Agreement”) with KML whereby the Company had the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Haystack Property located in Pershing County, Nevada (the “Haystack Property”). The Company agreed to issue an aggregate of 500,000 shares of our common stock valued at $10,000 and an aggregate of $300,000 in cash in consideration for the assignment of all right, title and interest in the Haystack Property as follows: 425,000 shares and $255,000 to KML and 75,000 shares and $45,000 to Teck CO, LLC (“Teck”). Previously, KML and Teck entered into an option agreement (the “Haystack Option Agreement”) dated 26 October 2009 wherein KML acquired an exclusive option to acquire the Haystack Property from Teck. The Company would obtain all right, title and interest to the Haystack Property from KML and Teck pursuant to the terms of the Assignment Agreement, subject to certain of the terms and conditions of the Haystack Option Agreement, including the right of Teck to certain royalties payments and the right of Teck to earn-in to the Haystack Property by making certain expenditures related to the exploration and development of the Haystack Property. On August 26, 2010 KML agreed to the cancellation of 747,500 shares (Note 8), including these 425,000 shares.

 

On 7 December 2009 the Company entered into an assignment agreement (the “Rock Creek Assignment Agreement”) with KML whereby the Company had the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Rock Creek property located in Elko County, Nevada (the “Rock Creek Property”). The Company agreed to issue an aggregate of 350,000 shares of our common stock valued at $7,000 and an aggregate of $300,000 in cash in consideration for the assignment of all right, title and interest in the Rock Creek Property as follows: 297,500 shares and $255,000 to KML and 52,500 shares and $45,000 to Teck. Previously, KML and Teck entered into an option agreement (the “Rock Creek Option Agreement”) dated 26 October 2009 wherein KML acquired an exclusive option to acquire the Rock Creek Property from Teck. The Company would obtain all right, title and interest to the Rock Creek Property from KML and Teck pursuant to the terms of the Rock Creek Assignment Agreement, subject to certain of the terms and conditions of the Rock Creek Option Agreement, including the right of Teck to certain royalties payments and the right of Teck to earn-in to the Rock Creek Property by making certain expenditures related to the exploration and development of the Rock Creek Property. On August 26, 2010 KML agreed to the cancellation of 747,500 shares (Note 8), including these 297,500 shares.

 

The Company was working on 43-101 compliant technical reports on both the Haystack and Rock Creek properties and had completed exploration related expenditures of approximately $175,000 on the Haystack and $283,000 on the Rock Creek properties when on November 24, 2010, Teck provided written notice that they had unilaterally terminated the Assignment Agreements. We disputed this unilateral termination due to force majeure events we suffered and believed that we had exceeded our obligations given the force majeure events we experienced. However, due to the ongoing dispute and the fact that we were not allowed access to those properties, the Company performed an impairment analysis and determined that the related acquisition costs for the Haystack and Rock Creek properties were impaired. Therefore, an impairment loss of $617,000 representing the Company’s total investment in the Haystack and Rock Creek properties was recorded on November 30, 2010.

 

Cherry Creek Property

 

In November 2010 the Company entered into a Letter of intent to acquire the prospective gold property at Cherry Creek. The Company incurred $15,785 in acquisition costs and an additional $2,500 in exploration costs before deciding to abandon the property. As a result, the Company recorded an impairment loss of $15,785.

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

4.

Forgiveness of debt

 

During the year ended 31 August 2011 the Company negotiated the forgiveness of debts owed to seven creditors totaling $587,030. On November 29, 2011, the Company's Chief Executive Officer, Behzad Shayanfar, agreed to forgive $60,000 of salary accrued to August 31, 2011 (this was recorded as forgiveness of debt in the 31 August 2011 financial statements).

 

5.

Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses are non-interest bearing, unsecured and have settlement dates within one year.

 

6.

Related Party Transactions

 

In connection with his appointment to our Board of Directors, on 18 July 2011, Mr. Borozdin was issued 5,000 shares of our common stock (post stock split) pursuant to that certain Restricted Stock Award Agreement attached as an exhibit to our Current Report on Form 8-K filed January 26, 2011.

 

On 31 July 2011, we issued to Behzad Shayanfar, our Chief Executive Officer, Interim Chief Financial Officer and a member of our Board of Directors, 1,250,000 shares of our common stock (post stock split), par value $0.001, as consideration for services provided to the Company.

 

In connection with his appointment to our Board of Directors, on 31 August 2011, Mr. Brill was issued 5,000 shares of Company common stock (post stock split) pursuant to that certain Restricted Stock Award Agreement attached as an exhibit to our Current Report on Form 8-K filed August 31, 2011.

 

During the nine months ended 31 May 2012, an officer and director of the Company made contributions to capital for management fees in the amount of $Nil (2011 – Nil, cumulative – $33,000), rent in the amount of $Nil (2011 – Nil, cumulative – $10,200) and for telephone expenses $Nil (2011 - Nil cumulative $5,100) (Notes 6 and 11).

 

Included in accounts payable at 31 May 2012, is $80,750 due to the Company’s CEO for management fees.

 

On November 29, 2011, the Company's Chief Executive Officer, Behzad Shayanfar, agreed to forgive $60,000 of salary accrued to August 31, 2011.

 

During the nine months ended 31 May 2012, an officer and director of the Company advanced and was paid back $26,000. The Advances bore no interest and had no fixed terms for repayment.

 

7.

Convertible Promissory Note

 

On 16 August 2011, the Company received $550,000 from an investor for a convertible promissory note, 1,375,000 warrants to purchase shares of the Company’s common stock (exercise price of $0.60, expiring 5 years from the date of issuance), and 220,000 shares of the Company’s common stock. This note matures on November 16, 2012, and has an interest rate of 10% per annum, simple interest, payable quarterly. After the maturity date, the interest rate increases to 16% per annum. This note is secured by all of the assets of the Company. Additionally, the conversion price is $0.40 per share (post share split).

 

The Company calculated the fair value of the warrants and common stock to be $26,427 (using the Black-Scholes model) and $44,000 (using the closing trading price of the stock on 16 August 2011), respectively. The relative fair values allocated to the warrants, common stock (and additional paid-in-capital), and debt were as follows:  warrants - $23,427; common stock (and additional paid-in-capital) - $39,005; debt - $487,568. Accordingly, a discount was created on the debt of $62,432, which would have been amortized to interest expense over the life of the debt. In accordance with ASC 470-50, a debt instrument with substantially different terms is a debt extinguishment, and as such, this debt was extinguished on 20 April 2012, with all of its stock and warrants, and replaced with a new debt. As of 20 April 2012 debt discount amortization was $33,806 and accrued interest on the note was $37,370.

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

On 20 April 2012, in conjunction with the extinguishment of the aforementioned debt, the Company issued a new convertible promissory note with a face value of $650,000. In conjunction with the debt, the Company also issued 6,000,000 warrants to purchase shares of the Company’s common stock (exercise price of $0.08, expiring 4.32 years from the date of issuance). This note matures on November 16, 2012, and has an interest rate of 10% per annum, simple interest, payable quarterly. After the maturity date, the interest rate increases to 16% per annum. This note is secured by all of the assets of the Company. Additionally, the conversion price is $0.08 per share (post share split).

 

The Company calculated the fair value of the warrants to be $589,380 (using the Black-Scholes model). The relative fair values allocated to the warrants, and debt were as follows:  warrants - $309,104; debt - $178,396. Accordingly, a discount was created on the debt of $471,604, which will be amortized to interest expense over the life of the debt. Debt discount amortization on this promissory note as of 31 May 2012 was $92,075. Accrued interest on the note was $7,301 as of 31 May 2012. Also, a loss on debt extinguishment was recorded in the amount of $5,199, being the difference between the reacquisition price and the net carrying amount of the extinguished debt.

 

8.

Capital Stock

 

Authorized

 

The total authorized capital is 25,000,000 common shares with a par value of $0.001 per common share.

 

Issued and outstanding

 

The total issued and outstanding capital stock is 6,699,977 common shares with a par value of $0.001 per common share.

 

On 8 August 2007, Company completed a private placement consisting of 5,000,000 post split common shares sold to directors and officers for a total consideration of $2,000.  

 

On 31 August 2007, the Company completed a private placement of 1,925,000 post split common shares for a total consideration of $38,500.

 

On October 26, 2009, two directors gifted back to treasury for cancellation a total of 90,000 (4,500,000 post split) restricted common shares. The cancellation of these share resulted in the issued and outstanding share capital being reduced from 138,500 (6,925,000 post split) common shares to 48,500 (2,425,000 post split) common shares before the forward split of the common shares on October 27, 2009.

 

Effective 27 October 2009, the Company completed a 50 to 1 forward stock split. The authorized share capital remained unchanged at 500,000,000 common shares with the same par value of $0.001. Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split on a retroactive basis.

 

On 28 October 2009, 853,750 common shares of the Company, valued at $17,075, were issued as partial settlement of an acquisition agreement to acquired an undivided 100% right, title and interest in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada (Note 3).

 

On 30 November 2009, 25,000 common shares of the Company, valued at $500, were issued as partial settlement of a purchase agreement to acquire certain rights in 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada. On August 26, 2010, KML agreed to the cancellation of these 25,000 shares (Note 3).

 

On 1 December 2009 the Company entered into the Assignment Agreement with KML whereby the Company has the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Haystack Property and issued an aggregate of 500,000 shares of our common stock valued at $10,000. On August 26, 2010, KML agreed to the cancellation of 425,000 of these shares (Note 3).

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

On 7 December 2009 the Company entered into the Rock Creek Assignment Agreement with KML whereby the Company has the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Rock Creek property and issued an aggregate of 350,000 shares of our common stock valued at $7,000. On August 26, 2010, KML agreed to the cancellation of 297,500 of these shares (Note 3).

 

On 13 January 2010, the Company completed a private placement and issued 233,710 common shares of the Company at a price of $5.00 per common share (post share split). The Company issued 130,710 of these common shares for net cash proceeds of $638,550, being gross proceeds of $653,550 less share issue costs of $15,000. In addition the Company issued 103,000 of these shares to pay $515,000 of the $1,025,000 debt owed KML under the mineral property acquisition agreements (Note 3).

 

On August 26, 2010, Kingsmere Mining Ltd. agreed to the cancellation of 747,500 shares of the Company’s common stock. The Shares were issued to Kingsmere pursuant to the following agreements: 20,000 shares of Common Stock pursuant to the Purchase Agreement, dated November 30, 2009, by and between Kingsmere and the Company; 425,000 shares of Common Stock issued to Kingsmere pursuant to the Assignment Agreement, dated December 1, 2009, by and between Kingsmere and the Company; and 297,500 shares of Common Stock issued to Kingsmere pursuant to the Assignment Agreement, dated December 7, 2009, by and between Kingsmere and the Company. Except for the cancellation of the Shares noted above, the agreements are still in full force and effect.

 

On 27 August 2010, the Company issued 200,000 Units for gross proceeds of $200,000, of a private placement of 1,000,000 Units offered at $1.00 per unit of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of 24 months. The 200,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $96,677 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

 

On 3 September 2010, the Company completed a private placement and issued 50,000 Units for gross proceeds of $50,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of 24 months. The 50,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $24,124 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

 

On 28 September 2010, the Company completed a private placement and issued 15,000 Units for gross proceeds of $15,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of 24 months. The 15,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $7,251 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

 

On 30 September 2010, the Company issued 5,000 common shares to a member of its Advisory board for services of the Company valued at $1.00 per common share (post share split) for a total consideration of $5,000.

 

On 8 October 2010, the Company completed a private placement and issued 50,000 Units for gross proceeds of $50,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of 24 months. The 50,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $24,133 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

On 13 October 2010, the Company completed a private placement and issued 100,000 Units for gross proceeds of $100,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of 24 months. The 100,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $48,231 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

 

On 19 October 2010, the Company completed a private placement and issued 100,000 Units for gross proceeds of $100,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of 24 months. The 100,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $48,421 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

 

On 16 March 2011, the Company issued 75,000 common shares to Robert Wyllie in accordance with an acquisition agreement dated 2 February 2011, for an interest in the prospective gold-silver project known as the Falcon Mine Property. The property consists of 6 patented claims and 60-100 newly staked claims that join the patented claims on which the mine is situated.

 

On 15 June 2011, the Company completed a private placement and issued 125,000 Units for gross proceeds of $125,000, of a private placement of 1,000,000 Units offered at $1.00 per unit of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share (post share split) and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of 24 months.

 

On July 18, 2011, the Company issued 20,000 shares under Restricted Stock Award Agreement (the “Agreement”) dated January 24, 2011, with Anton S. Borozdin, whereby Mr. Borozdin will serve as a director of the Company. Pursuant to the Agreement, Mr. Borozdin received five thousand (5,000) shares of Company common stock in connection with his service as a director. The transaction was valued at $4,000 being the trading price of the Company’s shares on January 24, 2010, $0.80 per share (post share split) multiplied by the number of shares issued 5,000.

 

On July 31, 2011, the Company issued 1,250,000 shares to Behzad Shayanfar, the Company's current Chief Executive Officer, Interim Chief Financial Officer and a member of the Company's Board of Directors, as consideration for services provided to the Company. The transaction was valued at $250,000 being the trading price of the Company’s shares on July 31, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 1,250,000.

 

On August 5, 2011 the Company issued 10,000 shares in exchange for amounts owed by the Company to a supplier for services provided in November 2011. The transaction was valued at $9,257 being the amount owed.

 

On August 16, 2011 the Company issued 200,000 shares to a consultant for services. The transaction was valued at $40,000 being the trading price of the Company’s shares on August 16, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 200,000.

 

On August 16, 2011 the Company issued 220,000 shares under a secured promissory note agreement (Note 8). The transaction was valued at $44,000 being the trading price of the Company’s shares on August 16, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 220,000.

 

On August 24, 2011 the Company issued 150,000 shares to a consultant for services. The transaction was valued at $30,000 being the trading price of the Company’s shares on August 16, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 150,000.

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

On August 31, 2011, the Company entered into a Restricted Stock Award Agreement (the "Agreement") with Keith P. Brill, in connection with his service as a director of the Company. Pursuant to the Agreement, Mr. Brill will receive five thousand (5,000) shares of Company common stock. The transaction was valued at $1,000 being the trading price of the Company’s shares on August 31, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 5,000.

 

Effective 28 October, 2011, the Company completed a 20 to 1 reverse stock split. The authorized share capital changed to 25,000,000 common shares with the same par value of $0.001 (post share split). Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split and the 50 to 1 forward stock split effective 27 October 2009, described above (“post splits”) on a retroactive basis (Note 8).

 

On February 22, 2012, the Company issued 500,000 common shares under an Amendment to the Falcon agreement (Note 3). The transaction was valued at $60,000 being the trading price of the Company’s shares on February 22, 2012, $0.12 per share, multiplied by the number of shares issued 500,000.

 

Subscriptions received

 

On November 24, 2010, the Company received $60,000 as partial payment on the private placement of 60,000 Units for gross proceeds of $60,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of 24 months.

 

Stock Options

 

The Company has a stock option plan whereby the Board of Directors is authorized to grant options to a rolling ceiling of 10% of the issued and outstanding common shares of the Company.

 

Options to purchase common shares have been granted to directors at exercise prices determined by reference to the market value on the date of the grant. The terms of the option and the option price are fixed by the directors at the time of grant subject to price restrictions imposed by the TSX Venture Exchange. Stock options awarded have a maximum term of ten years.

 

On 20 April 2010, the Company granted an aggregate of 312,500 incentive options to various directors and officers of the Company. The options vest evenly, at the end of each calendar quarter, over five years beginning on June 30, 2010. The weighted average exercise price of the options is $0.31 each and they are exercisable until April 20, 2020. 625,000 options were vested at 30 November 2010.

 

The weighted average grant-date fair value for these options was $1,800,400. During the year ended 31 August 2011, 212,500 options were forfeited and on 31 May 2012, 100,000 options were outstanding. 30,000 options were vested at 31 May 2012. The aggregate intrinsic value of options outstanding and exercisable at 31 May 2012 was $0.

 

Stock-based compensation expense

 

Options granted to directors and officers of the Company are accounted for using the Black-Scholes option pricing model and recoded as the options vest. The exercise price of the options is $0.31 each and they are exercisable until April 20, 2015. The fair value of stock options vested at 31 August 2011, was $172,800 ($5.76 each), as estimated at the date of grant using the Black-Scholes option pricing model.

 

The Company uses historical data to estimate option exercises and employee termination in the option pricing model. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. The expected volatilities are based on the historical volatility of the Company's traded stock and other factors. The following table shows the assumptions used and weighted average fair value for grants in the year ended 31 August 2010 (no options issued in fiscal year 2011 and year-to-date 2012).

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

Expected annual dividend rate			0.00	%
Weighted average exercise price		$	6.20
Risk-free interest rate			3.25	%
Average expected life (years)			10
Expected volatility of common stock			98.43	%
Forfeiture rate			0.00	%
Weighted average fair value of option grants		$	5.76

 

The Company recorded share-based compensation expense only for those options that are expected to vest. The estimated fair value of the stock options is amortized over the vesting period of the respective stock option grants.

 

Warrants

 

As at 31 May 2012, and August 31, 2011, the following share purchase warrants were outstanding and exercisable:

 

Expiry Date		Exercise Price				31-May-12				31-Aug-11
27-Aug-12		$	1.40				200,000				200,000
3-Sep-12		$	1.40				50,000				50,000
28-Sep-12		$	1.40				15,000				15,000
8-Oct-12		$	1.40				50,000				50,000
13-Oct-12		$	1.40				100,000				100,000
24-Nov-12		$	1.40				100,000				100,000
11-Jun-13		$	1.40				125,000				125,000
16-Aug-16		$	0.60				0				1,375,000
16-Aug-16		$	0.08				6,000,000				0
							6,640,000				2,015,000

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

Share purchase warrant transactions and the number of share purchase warrants outstanding and exercisable are summarized as follows:

 

		31-May-12								31-Aug-11
		Number of Warrants				Weighted Average Exercise Price				Number of Warrants				Weighted Average Exercise Price
Outstanding at beginning of period			2,015,000			$	0.85				200,000			$	1.40
Issued			6,000,000			$	0.08				1,815,000			$	0.80
Exercised			-				-				-				-
Extinguished			(1,375,000	)		$	0.60
Expired			-				-				-				-
Outstanding at end of period			-				-				-				-
			6,640,000			$	0.21				2,015,000			$	0.85

 

9.

Income Taxes

 

The Company has cumulative net operating loss carry-forwards of $3,431,954 (deficit accumulated during the exploration stage of $3,824,442, less cumulative expense related to the vesting of incentive stock options of $392,488). The related deferred tax asset of approximately $1,170,000 has been fully offset by a valuation allowance as we have determined it unlikely that the Company will be able to use these losses to offset future taxable income. These net operating losses will begin to expire in 2026.

 

10.

Supplemental Disclosures with Respect to Cash Flows

 

For the period from the date of inception on 18 January 2007 to 31 May 2012

For the six months ended  31 May 2012

For the six months ended 31 May 2011

$

$

$

Cash paid during the period for interest

-

-

-

Cash paid during the period for income taxes

-

-

-

 

Supplemental disclosures of noncash investing and financing activities:

 

On 28 October 2009 the Company issued 853,750 common shares, valued at $17,075, as partial settlement of an acquisition agreement to acquired an undivided 100% right, title and interest in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada (Note 3 and 9).

 

On 30 November 2009 the Company issued 25,000 common shares, valued at $500, as partial settlement of a purchase agreement to acquire certain rights in 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada (Note 3 and 9). 

 

On 13 January 2010, the Company completed a private placement and issued 103,000 common shares at $5.00 per share (post share split) in exchange for the cancellation of $515,000 owed KML (Note 3 and 9).

 

 

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

31 May 2012

 

On 1 December 2009 the Company issued 500,000 common shares, valued at $10,000, as partial settlement of a purchase agreement to acquire certain mineral claims known as the Haystack Property located in Pershing County, Nevada (Note 3 and 9). 

 

On 7 December 2009 the Company issued 350,000 common shares, valued at $10,000, as partial settlement of a purchase agreement to acquire certain mineral claims known as the Rock Creek property located in Elko County, Nevada (Note 3 and 9).

 

On 13 January 2010, the Company completed a private placement and issued 103,000 common shares at $5.00 per share (post share split) in exchange for the cancellation of $515,000 owed KML (Note 3 and 9).

 

During the year ended 31 August 2010, the Company issued stock for cash and warrants. The relative fair value allocated to the 200,000 warrants and recorded to additional paid in capital, was $96,677.

 

On 30 September 2010, the Company issued 5,000 common shares to a member of its Advisory board for services to the Company valued at $1.00 per common share (post share split) for a total consideration of $5,000.

 

On 15 December 2010, the Company issued a note payable for $40,000 for a mineral property acquisition payment.

 

On 28 February 2011, the Company issued 5,000 common shares to a member of its board of directors for services to the Company valued at $0.80 per common share for a total consideration of $4,000.

 

On 16 March, 2011, the Company issued 75,000 shares of common stock as consideration for a mineral property acquisition payment of $45,000.

 

On 5 August 2011, the Company issued 10,000 shares of common stock for accounts payable of $9,257.

 

During the year ended 31 August 2011, the Company negotiated the forgiveness of debts owed to seven creditors totaling $587,030. $525,000 of this amount related to payables for mineral property that existed at 31 August 2010; $35,000 related to a note payable recorded in fiscal year 2011; and $27,030 related to accounts payable.

 

On February 22, 2012 the Company issued 500,000 common shares under an Amendment to the Falcon agreement (Note 3). The transaction was valued at $68,000 being the trading price of the Company’s shares on January 22, 2012 ($0.136 per share) multiplied by the number of shares issued 500,000.

 

Since the Company’s inception, related parties have contributed $48,300 to capital in the form of management fees, rent, and telephone expenses.

 

During the year ended 31 August 2011, the Company issued stock for cash and warrants. The relative fair value allocated to the 1,815,000 warrants and recorded to additional paid in capital, was $233,896.

 

During the nine months ended 31 May 2012, the Company issued 6,000,000 warrants in conjunction with debt. The relative fair value allocated to the 6,000,000 warrants, and recorded to additional paid in capital, was $309,104.

 

11.

Commitments

 

The Company has outstanding and future commitments under mineral property agreements (Note 3).

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this quarterly report. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

 

Overview

 

Ironwood Gold Corp. was incorporated on January 18, 2007 under the laws of the State of Nevada under the name Suraj Ventures, Inc. for the purpose of acquiring, exploring and developing mineral properties.  On October 27, 2009, we changed our name to Ironwood Gold Corp.

 

We are a mineral exploration stage company building a portfolio of exploration properties containing known deposits of gold. We have targeted several prospective locations in Nevada, where approximately 80% of all gold in America is produced today.

 

On January 25, 2011, we entered into a lease agreement with The Falcon Group Claims (“Falcon”) for the development of a gold-silver mining project known as the Falcon Mine Property (the “Falcon Property”) located in the northern end of the Carlin Trend gold belt in Nevada (the “Lease”). The Lease includes an earn-in joint venture agreement option, to be negotiated by the parties, for further development of the Falcon Property. Such joint venture option is exercisable anytime on or before November 30, 2012, unless such option period is extended pursuant to the terms and conditions of the Lease. The Falcon Property consists of six patented claims and between 60-100 newly staked claims that join the patented claims on which the mine is situated. In accordance with the Lease, we are obligated to make certain expenditures on the Falcon Property, including drilling a minimum of four (4) drill holes for the purpose of obtaining soil samples and conducting field survey work on the Falcon Property. In September 2011, we announced that Snowden Mining Industry Consultants Inc. (“Snowden”) has commenced the 2011 field exploration program on the Falcon Property. On February 21, 2012, we announced that based on the results from surface mapping, sampling and a geophysical program, Snowden has identified a number of significant mineralization targets that are recommended as warranting a follow up exploration drilling program. As such, we have announced plans to proceed with an 18-hole, 6000 meter drilling program after receiving Snowden’s favorable assessment.

 

The Lease calls for cash payments of $225,000 by September 1, 2012, issuance of 75,000 shares of common stock by January 28, 2011, issuance of another 75,000 shares of common stock by November 30, 2011, and a minimum of 8 drill holes by November 30, 2012, with 4 holes completed by November 30, 2011. As of February 29, 2012, we had paid $75,000, and had issued the initial 75,000 shares of our common stock to Falcon.

 

On February 22, 2012, we entered into Amendment No. 1 to the Lease (“Amendment No. 1”) with Falcon. In consideration for Falcon’s agreement to extend the due dates of the cash payments and share issuances due to Falcon in November 2011 to April 6, 2012, we paid Falcon $10,000 and agreed to issue to Falcon 500,000 shares of common stock. As of May 31, 2012, we have paid $75,000 under the original Lease and $5,000 under Amendment No. 1, and we have issued 75,000 shares of common stock under the original Lease and 500,000 shares of common stock under Amendment No. 1.

 

Background

 

On October 27, 2009, we effected a 50-for-1 forward stock split. Effective October 28, 2011, we completed a 1-for-20 reverse stock split of both our authorized and issued and outstanding shares of our common stock. As a result of the reverse split, our authorized share capital is now 25,000,000 shares of common stock, with the same par value of $0.001. Unless otherwise noted, all references to share info contained in this Form 10-Q are to figures and numbers post-reverse stock split.

 

 

We expect to continue to incur operating losses in the near future as we initiate mining exploration operations at our property through the remainder of 2012. We have funded our operations primarily through sales of our common stock and debt offerings, including most recently the issuance of a $550,000 secured convertible promissory note to Alpha Capital Anstalt in August 2011. We intend to explore for undiscovered deposits on these properties and to acquire and explore new properties, all with the view to enhancing the value of such properties.

 

Our ability to satisfy the cash requirements of our mining development and exploration operations will be dependent upon future financing. No assurance can be made that that additional financing will be obtained.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management of our company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

 

 The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. We believe certain critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. A description of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended August 31, 2011. As of, and for the nine months ended May 31, 2012, there have been no material changes or updates to our critical accounting policies.

 

Results of Operations

 

The following discussion of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2011, filed on November 29, 2011.

 

Comparison of three and nine month periods ended May 31, 2012 and May 31, 2011

 

During the three and nine month periods ended May 31, 2012 and May 31, 2011, we earned no revenues.

 

For the three month periods ended May 31, 2012 and May 31, 2011, we incurred a net loss of $202,660 and $170,653, respectively.  This increase for the three month period ended May 31, 2012 is primarily attributed to an increase in interest expense (2012 - $140,717; 2011 - $Nil).

 

For the nine month periods ended May 31, 2012 and May 31, 2011, we incurred a net loss of $661,267 and $1,605,912, respectively. This decrease for the nine month period ended May 31, 2012 is primarily attributed to a decrease in an impairment loss on mineral property (2012 - $Nil; 2011 - $1,250,360).

 

Period from inception, January 18, 2007 to May 31, 2012

 

Since inception, we have an accumulated deficit during the exploration stage of $3,861,166. We expect to continue to incur losses as a result of expenditures for general and administrative activities while we remain in the exploration stage.

 

Liquidity and Capital Resources

 

As of May 31, 2012, we had approximately $25,386 in cash and a working capital deficiency of $726,886, including $481,800 in accounts payable and accrued expenses.  

 

For the nine month period ended May 31, 2012, we used net cash of $296,491 in operations and used net cash of $10,000 in investing activities. For the nine months ended May 31, 2012, we had $100,000 in net cash flow provided by financing activities, representing $100,000 from the issuance of a convertible promissory note.

 

 

On August 16, 2011, we entered into a Subscription Agreement (the “Agreement”) with Alpha Capital Anstalt, a foreign entity (“Alpha”) in connection with the private offering and issuance of (i) a $550,000 secured convertible promissory note (the “Note”), such Note convertible, at the option of Alpha, into shares of our common stock, par value $0.001, at a conversion price of $0.40 per share (post stock split); (ii) a warrant to purchase up to 1,375,000 shares of common stock (post stock split) at an exercise price of $0.60 per share (post stock split) (the “Warrant”), such Warrant expiring five (5) years from the date of issuance, and (iii) 220,000 shares of common stock (post stock split) (the “Shares”). The Note is senior to any and all of our indebtedness and is secured substantially by all of our assets in accordance with the terms and conditions of the Security Agreement with the Alpha dated August 16, 2011. The Note carries an interest rate of 10% per annum (increases to 16% in the event of default), is payable quarterly, and matures fifteen (15) months from the date of issuance.

 

On April 20, 2012, we entered into an Amendment Agreement (the “Amendment”) with Alpha to the Note, previously disclosed in our Current Report on Form 8-K filed on August 18, 2011. In connection therewith, effective April 20, 2012 we also agreed to an Allonge to the Note (the “Allonge”) pursuant to which an additional $100,000 was issued to us under the Note. In accordance with the Amendment and the Allonge, (i) the original principal amount under the Note has increased from $550,000 to $650,000; (ii) the conversion price under the Note has been reduced from $0.40 per share to $0.08 per share; (iii) the number of warrants to purchase shares of our common stock issuable to Alpha has increased from 1,375,000 to 6,000,000; and (iv) the exercise price of the warrants has been reduced from $0.60 per share to $0.08 per share. The expiry date of the warrants issuable to Alpha remains unchanged at August 16, 2016.

 

Our current cash requirements are significant due to planned exploration and development of current projects, and we anticipate generating losses. In order to execute on our business strategy, including the exploration and development of our current mining properties, we will require additional working capital, commensurate with the operational needs of our planned drilling projects and obligations.  Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months, as we look to expand our asset base and fund exploration and development of our properties. There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed. Any failure to secure additional financing may force us to cease our operations.

 

We cannot be sure that our future working capital or cash flows will be sufficient to meet our debt obligations and commitments. Any insufficiency and failure by us to renegotiate such existing debt obligations and commitments would have a negative impact on our business and financial condition, and may result in legal claims by our creditors. Our ability to make scheduled payments on our debt as they become due will depend on our future performance and our ability to implement our business strategy successfully. Failure to pay our interest expense or make our principal payments would result in a default. A default, if not waived, could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. If this occurs, we may be forced to sell or liquidate assets, obtain additional equity capital or refinance or restructure all or a portion of our outstanding debt on terms that may be less favorable to us. In the event that we are unable to do so, we may be left without sufficient liquidity and we may not be able to repay our debt and the lenders may be able to foreclose on our assets or force us into bankruptcy proceedings or involuntary receivership.

 

Off-Balance Sheet Transactions

 

There are no off-balance sheet transactions.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer who is also our Principal Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of May 31, 2012 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer, who is also our Principal Financial Officer, concluded that our disclosure controls and procedures are not effective as of May 31, 2012 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our interim financial statements will not be prevented or detected on a timely basis.

 

In performing the above-referenced assessment, our management identified the following material weaknesses:

 

·

Our Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee and our Board of Directors has not identified an “expert,” one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.

 

·

We have limited segregation of duties which is not consistent with good internal control procedures.

 

·

We do not have a written internal control procedurals manual which outlines the duties and reporting requirements of our officers and directors. This lack of a written internal control procedurals manual does not meet the requirements of the SEC for good internal controls.

 

·

There are no effective controls instituted over financial disclosure and the reporting processes.

 

Our management feels the weaknesses identified above, being the latter three, have not had any material affect on our financial results. Our management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Audit Committee to advise other members as to correct accounting and reporting procedures.

 

We will endeavor to correct the above noted weaknesses in internal control once we have adequate funds to do so. Appointing independent members and using the services of an expert on the Audit Committee will greatly improve the overall performance of the Audit Committee. With the addition of other Board Members and staff, the segregation of duties issue will be addressed and will no longer be a concern to management. Having a written policy manual outlining the duties of each of our officers and staff will facilitate better internal control procedures.

 

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during the three months ended May 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected. 

 

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

Not applicable.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

On September 14, 2012, we issued 2,000,000 shares of the Company’s common stock, par value, $0.001, to Behzad Shayanfar, the Company’s current Chief Executive Officer, Interim Chief Financial Officer and a member of the Company’s Board of Directors, as consideration for services provided to the Company. On September 14, 2012, we issued 250,000 shares of the Company’s common stock, par value $0.001, to Keith P. Brill, a member of the Company’s Board of Directors, as consideration for services provided to the Company as a member of the Board of Directors. The issuance of the shares to Messrs. Shayanfar and Brill was effected without registration in reliance on the exemption afforded by Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated thereunder.

 

 

Item 6. Exhibits.

 

The following exhibits are included as part of this report by reference:

 

Exhibit Number		Name
3.1		Certificate of Incorporation (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)
3.2		Articles of Incorporation (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)
3.3		By-laws (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)
3.4		Amendment to Articles of Incorporation (incorporated by reference to the registrant’s Current Report on Form 8-K filed on October 29, 2009)
3.5		Amendment to Articles of Incorporation (incorporated by reference to the registrant’s Current Report on Form 8-K filed on October 28, 2011)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase**
101.DEF		XBRL Taxonomy Extension Definition Linkbase**
101.LAB		XBRL Taxonomy Extension Label Linkbase**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase**

 

* Filed herewith.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

 

 

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.

 

	IRONWOOD GOLD CORP.
	(Registrant)
Date: September 14, 2012	By:	/s/ Behzad Shayanfar
		Behzad Shayanfar, Chief Executive Officer, Interim Chief Financial Officer (Principal Executive Officer, Principal Financial Officer & Principal Accounting Officer)