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
May 5, 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))
ITEM 8.01 OTHER EVENTS.
Further Extension of 2007, 2009 and 2010 Private Placement Warrants and Consultant Warrants
On April 28, 2014, the Board of Directors of Ireland Inc. (the “Company”) approved an extension of the expiry date for warrants issued under the Company’s 2007, 2009 and 2010 private placements, and certain additional warrants issued to consultants for services in 2009 and 2010 (collectively, the “April Expiring Warrants”) from April 30, 2014 to June 30, 2014. On the same date, the Company’s Board also approved an extension of the expiry date for warrants issued under the Company’s 2011 private placements and certain additional warrants issued to consultants for services in 2011 (collectively the “June Expiring Warrants”) from June 30, 2014 to September 30, 2014.
On May 5, 2014, the Company’s Board of Directors approved a further extension of the April Expiring Warrants from the previously extended expiry date of June 30, 2014 to July 31, 2014. The Company’s Board did not further extend the expiry date of the June Expiring Warrants, for which the extended expiry date remains September 30, 2014.
The expiry dates for the April Expiring Warrants and June Expiring Warrants are summarized as follows:
| Maximum No. | Exercis | Expiry Date | |||||||||
| of Shares | e Price | Prior to | |||||||||
| Issuable on | per | 4/28/2014 | Extended | ||||||||
| Expiring Warrants | Exercise | Share | Extension | Expiry Date | |||||||
| 2007 Private Placement Warrants | 10,160,650 | $ 0.75 | April 30, 2014 | July 31, 2014 | |||||||
| 2009 Private Placement Warrants | 6,894,677 | $ 0.75 | April 30, 2014 | July 31, 2014 | |||||||
| 2010 Private Placement Warrants | 5,517,500 | $ 0.75 | April 30, 2014 | July 31, 2014 | |||||||
| 2009 Consultant Warrants | 200,000 | $ 0.55 | April 30, 2014 | July 31, 2014 | |||||||
| 2010 Consultant Warrants | 3,800,000 | $ 0.75 | April 30, 2014 | July 31, 2014 | |||||||
| 2011 Private Placement Warrants | 2,509,099 | $ 0.80 | June 30, 2014 | September 30, 2014 | |||||||
| 2011 Consultant Warrants | 500,000 | $ 0.75 | June 30, 2014 | September 30, 2014 |
Directors and officers of the Company beneficially own extended Warrants as follows:
| (a) |
Douglas D.G. Birnie, Chief Executive Officer, President and Director, beneficially owns 2007 Private Placement Warrants exercisable for a maximum of 50,000 shares of common stock and 2009 Private Placement Warrants exercisable for a maximum of 50,000 shares of common stock. |
| (b) |
Mark H. Brennan, Director, directly owns 2009 Private Placement Warrants exercisable for a maximum of 70,000 shares of common stock. |
| (c) |
Steven A. Klein, Director, directly owns 2009 Private Placement Warrants exercisable for a maximum of 75,000 shares of common stock and 2010 Private Placement Warrants exercisable for a maximum of 50,000 shares of common stock. In addition, as trustee for a trust, Mr. Klein exercises voting and investment power over 2009 Private Placement Warrants exercisable for a maximum of 300,000 shares of common stock, 2010 Private Placement Warrants exercisable for a maximum of 100,000 shares of common stock and 2011 Private Placement Warrants exercisable for a maximum of 50,000 shares of common stock. Mr. Klein disclaims any pecuniary interest in the warrants over which he exercises voting and investment power as trustee for the trust. |
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| (d) |
David Z. Strickler, Jr., VP Finance and Administration, directly owns 2011 Private Placement Warrants exercisable for a maximum of 4,550 shares of common stock. |
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: May 5, 2014 | ||
| By: | /s/ Douglas D.G. Birnie | |
| Name: Douglas D.G. Birnie | ||
| Title: Chief Executive Officer |
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