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EX-4.1 - EXHIBIT 4.1 - IRELAND INC.exhibit4-1.htm
EX-4.2 - EXHIBIT 4.2 - IRELAND INC.exhibit4-2.htm
EX-10.2 - EXHIBIT 10.2 - IRELAND INC.exhibit10-2.htm
EX-4.3 - EXHIBIT 4.3 - IRELAND INC.exhibit4-3.htm
EX-10.1 - EXHIBIT 10.1 - IRELAND INC.exhibit10-1.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

March 24, 2014
Date of Report (Date of earliest event reported)

IRELAND INC.
(Exact name of registrant as specified in its charter)

NEVADA 000-50033 91-2147049
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation) Number)  

2360 West Horizon Ridge Parkway, Suite 100  
Henderson, NV 89052
(Address of principal executive offices) (Zip Code)

(702) 932-0353
Registrant's telephone number, including area code

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

____ 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 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

U.S. Special Warrant Offering

On March 24, 2014, Ireland Inc. (the "Company") entered into subscription agreements with certain accredited investors (the “Subscribers”) pursuant to which the Company agreed to sell, and the Subscribers agreed to purchase, in the aggregate, 12,525,000 Special Warrants (each a "Special Warrant") at a price of $0.20 per Special Warrant for aggregate proceeds of $2,505,000 (the “Special Warrant Offering”). No finder’s fees or commissions were paid in connection with the Special Warrant Offering.

The Special Warrants may be converted during their term, at no additional cost to the holder, on a 1:1 basis into units (each a “Unit”) consisting of one share of common stock and one warrant exercisable for one additional share of common stock at $0.40, expiring March 29, 2019. Alternatively, if at any time during the term of the Special Warrants, the Company completes a subsequent sale of shares of its common stock, other securities convertible, exercisable or exchangeable for the Company’s common stock (“Common Stock Equivalents”), or any combination thereof, the holder may, within one month after the completion of that subsequent equity financing, and at no additional cost to the holder, convert the Special Warrants into that number of shares of common stock and Common Stock Equivalents that the holder would have been entitled to had the holder participated in that subsequent equity financing for a total subscription price equal to the total subscription price paid for the Special Warrants. If the holder has not otherwise exercised the conversion rights associated with the Special Warrants prior to expiration, then the Special Warrants will automatically be deemed to be converted into Units on a 1:1 basis immediately prior to the expiration of the Special Warrant term.

The Special Warrants extend for a term ending on the earlier of March 31, 2015 and the date that is one month after the Company completes any transaction or number of transactions involving the sale of the Company’s common stock or Common Stock Equivalents for total gross proceeds of $7,000,000 or more.

The following directors, officers and 10% beneficial owners of the Company participated in the Special Warrant Offering:

Name and Position Proceeds No. of Special
Warrants
Subscribed For
Douglas D.G. Birnie
Chief Executive Officer, President, Secretary and Director
$75,000
375,000
Mark H. Brennan
Director
$25,000
125,000
Steve Klein(1)
Director
$600,000(1)
3,000,000(1)
Robert D. McDougal
Chief Financial Officer, Treasurer and Director
$25,000
125,000
Nanominerals Corp.
10% Beneficial Owner
$100,000
500,000
Total: $275,000 4,125,000

(1)

Includes 250,000 Special Warrants directly subscribed for by Mr. Klein, plus an additional 2,750,000 Special Warrants subscribed for by trusts for whom Mr. Klein acts as trustee and over which Mr. Klein has investment and voting power. Mr. Klein disclaims any pecuniary interest in the securities held by the trusts for whom he acts as trustee.

The foregoing description of the Special Warrant Offering and related documents and transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Special Warrant Subscription Agreement attached as Exhibit 10.1 hereto, the Form of Special Warrant attached as Exhibit 4.1 hereto and the Form of Unit Warrant attached as Exhibit 4.2 hereto.

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Private Placement Offering to Nanominerals Corp.

On March 25, 2014, the Company entered into a subscription agreement with Nanominerals Corp. (“NMC”) (the “NMC Subscription Agreement”), whereby NMC has agreed to purchase units (each an “NMC Unit”) of the Company, for an aggregate purchase price of $300,000 (the “Aggregate Purchase Price”). The total number of NMC Units to be sold to NMC on closing will be based on a per unit purchase price equal to the greater of $0.20 and the average closing price of the Company’s common stock over the ten trading days immediately prior to closing (the “Per Unit Purchase Price”). Each NMC Unit will consist of one share of the Company’s common stock and one share purchase warrant (each an “NMC Warrant”) entitling the holder thereof to purchase one additional share of common stock at a price equal to 200% of the Per Unit Purchase Price, for a period expiring on March 29, 2019. Under the terms of the NMC Subscription Agreement, NMC will complete the purchase of the Units on or before August 15, 2014.

The foregoing description of the private placement offering and related documents and transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the NMC Subscription Agreement attached as Exhibit 10.2 hereto, the Form of NMC Warrant attached as Exhibit 4.3 hereto.

SECTION 3 – SECURITIES AND TRADING MARKETS

ITEM 3.02        UNREGISTERED SALES OF EQUITY SECURITIES.

As more fully described in Item 1.01 of this report, on March 24, 2014, the Company completed the Special Warrant Offering. The Special Warrant Offering was completed pursuant to the exemptions from registration provided by Rule 506 of Regulation D of the Securities Act of 1933 on the basis that each Subscriber was an “accredited investor” as defined in Rule 501 of Regulation D.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

Exhibit Number   Description of Exhibit
4.1   Form of Special Warrant.
4.2   Form of Unit Warrant.
4.3   Form of NMC Warrant.
10.1   Form of Special Warrant Subscription Agreement.
10.2   NMC Subscription Agreement.

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.

    IRELAND INC.
Date: March 27, 2014  
  By: /s/ Douglas D.G. Birnie
    Name: Douglas D.G. Birnie
    Title: CEO and President

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