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EX-3.1 - EXHIBIT 3.1 - Ironwood Gold Corp.exhibit3-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): April 9, 2013
 
IRONWOOD GOLD CORP.
(Exact Name of Registrant as Specified in Charter)

Nevada 000-53267 74-3207792
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation)   Identification No.)

123 West Nye Ln., Ste. 129  
Carson City, Nevada 89706
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 1-888-356-4942
 
Former name or Former Address, if Changed Since Last Report:
N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ]         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ]         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 9, 2013, Ironwood Gold Corp., a Nevada corporation (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation to increase the total number of authorized shares of common stock from 25,000,000 to 250,000,000 (the “Certificate of Amendment”). As disclosed in the Company’s Schedule 14C Information Statement filed with the Securities and Exchange Commission on March 20, 2013, on March 5, 2013, shareholders holding an aggregate of 9,688,514 shares, or approximately 57.43% of the Company’s common stock, took action by written consent for the purpose of approving the Certificate of Amendment.

A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01. Financial Statements and Exhibits.
   
Exhibit No. Exhibit Description
   
3.1 Certificate of Amendment


SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  IRONWOOD GOLD CORP.
   
Date: April 9, 2013  
  By: /s/ Behzad Shayanfar
  Behzad Shayanfar
  Chief Executive Officer